JACKSONVILLE, Fla.,
May 10, 2017 /PRNewswire/ -- Fidelity
National Financial, Inc. ("FNFI") today announced that it has
received a Private Letter Ruling from the Internal Revenue Service
related to the previously announced tax-free plan (the "Plan")
whereby (1) it intends to distribute all 83.3 million shares of
Black Knight Financial Services Inc. ("Black Knight") (NYSE:BKFS)
common stock that it currently owns to FNF Group (NYSE:FNF)
shareholders and (2) it intends to redeem all FNFV Group
(NYSE:FNFV) tracking stock shares in exchange for shares of common
stock of Cannae Holdings, Inc. ("Cannae Holdings"), a newly formed,
publicly-traded company that will hold the assets of FNFV.
The trading symbol 'CNNE' is on hold with the New York Stock
Exchange. Following the distributions, FNF, Cannae Holdings
and Black Knight will each be independent, fully-distributed,
publicly-traded common stocks, with FNF and FNFV/Cannae Holdings no
longer being tracking stocks.
The Plan remains subject to the filing of applicable
registration statements for both the Black Knight and FNFV
transactions and declaration of effectiveness by the Securities and
Exchange Commission, Black Knight and FNFV shareholder approvals
and other customary closing conditions. The closing of the
tax-free distributions is expected in the third quarter of
2017.
"We are excited to receive this important ruling from the IRS
relating to the Black Knight distribution and the FNFV exchange,"
said Chairman William P. Foley,
II. "We are continuing to focus on completing the
necessary filings, shareholder votes and other closing conditions
for both transactions. At closing, we will have a
streamlined, industry-leading title insurance company in FNF, a
stand-alone, more liquid Black Knight and an independent Cannae
Holdings. We believe this structure will benefit the
shareholders of all three separate public companies."
About Fidelity National Financial, Inc.
Fidelity
National Financial, Inc. is organized into two groups, FNF Group
(NYSE: FNF) and FNFV Group (NYSE: FNFV). FNF is a leading
provider of title insurance, technology and transaction services to
the real estate and mortgage industries. FNF is the nation's
largest title insurance company through its title insurance
underwriters - Fidelity National Title, Chicago Title, Commonwealth
Land Title, Alamo Title and National Title of New York - that collectively issue more title
insurance policies than any other title company in the United
States. FNF also provides industry-leading mortgage
technology solutions and transaction services, including MSP®, the
leading residential mortgage servicing technology platform in the
U.S., through its majority-owned subsidiaries, Black Knight
Financial Services and ServiceLink Holdings. FNFV holds
majority and minority equity investment stakes in a number of
entities, including American Blue Ribbon Holdings, LLC, Ceridian
HCM, Inc., Digital Insurance, Inc. and Del
Frisco's Restaurant Group, Inc. More information about
FNF and FNFV can be found at www.fnf.com.
Forward-Looking Statements
This press release contains
forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including
statements regarding our expectations, hopes, intentions or
strategies regarding the future are forward-looking statements.
Forward-looking statements are based on management's beliefs, as
well as assumptions made by, and information currently available
to, management. Because such statements are based on expectations
as to future financial and operating results and are not statements
of fact, actual results may differ materially from those projected.
We undertake no obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise. The risks and uncertainties which
forward-looking statements are subject to include, but are not
limited to: our ability to successfully consummate the Plan and
achieve the positive effects discussed in this press release;
changes in general economic, business and political conditions,
including changes in the financial markets; weakness or adverse
changes in the level of real estate activity, which may be caused
by, among other things, high or increasing interest rates, a
limited supply of mortgage funding or a weak U. S. economy; our
potential inability to find suitable acquisition candidates,
acquisitions in lines of business that will not necessarily be
limited to our traditional areas of focus, or difficulties in
integrating acquisitions; our dependence on distributions from our
title insurance underwriters as a main source of cash flow;
significant competition that our operating subsidiaries face;
compliance with extensive government regulation of our operating
subsidiaries; and other risks detailed in the "Statement Regarding
Forward-Looking Information," "Risk Factors" and other sections of
the Company's Form 10-K and other filings with the Securities and
Exchange Commission.
Additional Information and Where to Find It
This
communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the proposed transaction, FNFV/Cannae
Holdings, New BKH Corp., a newly formed indirect subsidiary of FNFI
and Black Knight Holdco Corp., a newly formed entity that will be
the public holding company of Black Knight ("New Black Knight")
will file with the Securities and Exchange Commission ("SEC")
registration statements. New Black Knight's registration statement
will also include a proxy statement which will be sent to the Black
Knight shareholders in connection with their vote required in
connection with the transaction. FNF will also file a proxy
statement which will be sent to the FNFV shareholders in connection
with their vote required in connection with the transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENTS/PROSPECTUSES AND PROXY STATEMENTS AND ANY OTHER RELEVANT
DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security
holders will be able to obtain these materials (when they are
available) and other documents filed with the SEC free of charge
from the SEC's website, www.sec.gov. These documents (when they are
available) can also be obtained free of charge from the respective
companies by directing a written request to Fidelity National
Financial, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, Attention:
Investor Relations, Telephone: 904-854-8100.
Participants in a Solicitation
The directors and
executive officers of FNF and Black Knight and other persons may be
deemed to be participants in the solicitation of proxies in respect
of proposals to approve the transaction. Information regarding the
directors and executive officers of FNF is available in its
definitive proxy statement, which was filed with the SEC on
April 26, 2017. Information
regarding the directors and executive officers of Black Knight is
available in its definitive proxy statement, which was filed with
the SEC on April 26, 2017. Free
copies of this document may be obtained as described in the
preceding paragraph.
FNF - G
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SOURCE Fidelity National Financial, Inc.