FIDELITY NATIONAL FINANCIAL,INC. (NYSE:FNFV) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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FIDELITY NATIONAL FINANCIAL,INC. (NYSE:FNFV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On November17, 2017 at 5:00 p.m., Eastern time (the “Effective Time”), Fidelity National Financial,Inc. (the “Company”) completed its previously announced split-off (the “Split-Off”) of its former wholly-owned subsidiary Cannae Holdings,Inc. (“Cannae”).

The Split-Off was accomplished by the redemption (the “Redemption”) by the Company of all of the outstanding shares of FNFV Group common stock, par value $0.0001 per share (“FNFV common stock”) for outstanding shares of common stock of Cannae, par value $0.0001 per share (“Cannae common stock”), amounting to a redemption on a per share basis of each outstanding share of FNFV common stock for one share of Cannae common stock, as of 5:00 p.m., Eastern time, on November17, 2017. As a result of the Split-Off, Cannae is a separate, publicly traded company and its businesses, assets and liabilities will primarily consist of those formerly attributed to the FNFV common stock, including Ceridian Holding, LLC, American Blue Ribbon Holdings, LLC and T-System Holding LLC. All of the Company’s core title insurance, real estate, technology and mortgage related businesses, assets and liabilities currently attributed to the Company’s FNF Group common stock that are not held by Cannae remain with the Company.

In connection with the Split-Off, the following agreements were entered into by the Company and Cannae (the “Split-Off Agreements”):

Accordingly, the Redemption Proposal was approved.

2. The Adjournment Proposal

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

49,532,964

2,462,650

57,625

Accordingly, the Adjournment Proposal was approved.

Item 8.01. Other Events

On November20, 2017, the Company and Cannae issued a joint press release (the “Press Release”) announcing the completion of the Split-Off. The full text of the Press Release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

See ExhibitIndex.


Fidelity National Financial, Inc. Exhibit
EX-2.1 2 a17-27153_1ex2d1.htm EX-2.1 Exhibit 2.1   REORGANIZATION AGREEMENT   between   FIDELITY NATIONAL FINANCIAL,…
To view the full exhibit click here

About FIDELITY NATIONAL FINANCIAL,INC. (NYSE:FNFV)

Fidelity National Financial, Inc. (FNF) is a holding company. The Company is a provider of title insurance, technology and transaction services to the real estate and mortgage industries. The Company’s segments include Title, Black Knight, FNF Core Corporate and Other, Restaurant Group, and FNFV Corporate and Other. Its business is organized into groups, including FNF Core Operations and FNF Ventures (FNFV). The Company offers title insurance through its title insurance underwriters: Fidelity National Title Insurance Company, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, Alamo Title Insurance and National Title Insurance of New York Inc., which collectively issue more title insurance policies than any other title company in the United States. The Company, through its subsidiary, ServiceLink Holdings, LLC (ServiceLink), provides mortgage transaction services, including title-related services and facilitation of production and management of mortgage loans.