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