Fidelity National Financial, Inc. (NYSE:FNFV) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement |
On May5, 2017, Fidelity National Financial Ventures, LLC, a
Delaware limited liability company (FNFV, and together
with a minority equity investor, Sellers) and a subsidiary
of Fidelity National Financial, Inc., a Delaware corporation
(FNF), and Digital Insurance Holdings, Inc., a Delaware
corporation and a majority-owned subsidiary of FNFV (DIH),
entered into a Membership Interest Purchase Agreement (the
Purchase Agreement) with Achilles Acquisition LLC, a
Delaware limited liability company (Achilles). Immediately
prior to the close of the transaction contemplated by the
Purchase Agreement, DIH and each of its Subsidiaries will convert
to Delaware limited liability companies (the resulting entities
to be collectively referred to as OneDigital). Subject to
the terms and conditions of the Purchase Agreement, which has
been approved by the DIH board of directors and the respective
parties, Achilles will acquire all ownership interests in
OneDigital from Sellers (the Acquisition) for $560million
in cash (the Consideration), subject to adjustments based
on matters such as working capital and indebtedness of OneDigital
at the time of the closing.
Consummation of the Acquisition is subject to the satisfaction or
waiver of customary conditions, including, among other things,
(i)the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the
absence of any injunction or applicable law prohibiting
consummation of the Acquisition, (iii)the accuracy of the
representations and warranties made by Sellers, DIH and Achilles
(subject to materiality qualifiers), including the absence of any
change, effect, event, occurrence, circumstance or state of
facts, from December31, 2016 to the effective time of the
Acquisition, that has had or would reasonably be expected to have
a Material Adverse Effect (as defined in the Purchase Agreement)
on OneDigital, and (iv)the performance, in all material respects,
by each of DIH, Sellers and Achilles of all of their respective
obligations under the Purchase Agreement.
The Purchase Agreement contains customary representations and
warranties and covenants made by DIH, Sellers and Achilles. In
addition, DIH has agreed (i)to conduct its business in the
ordinary course of business during the period between the
execution of the Purchase Agreement and the closing of the
Acquisition and (ii)not to take certain actions prior to the
closing of the Acquisition without the prior written consent of
Achilles.
The Purchase Agreement contains certain termination rights for
Sellers, DIH and Achilles. Upon termination of the Purchase
Agreement under specified circumstances by Sellers (or their
representative) or DIH, Achilles will be required to pay DIH a
termination fee equal to $39.2million.
| Item8.01. |
Other Events |
On May8, 2017, FNF issued a press release announcing the entry
into the Purchase Agreement. A copy of the press release is filed
as Exhibit 99.1 hereto.
| Item9.01. | Financial Statements and Exhibits |
(d)Exhibits
|
Exhibit |
Description |
|
|
99.1 |
Press release dated May8, 2017.
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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. Fidelity National Financial, Inc. (NYSE:FNFV) Recent Trading Information
Fidelity National Financial, Inc. (NYSE:FNFV) closed its last trading session 00.00 at 13.45 with 321,360 shares trading hands.