JACKSONVILLE, Fla.,
June 9, 2017 /PRNewswire/
-- Fidelity National Financial, Inc. ("FNFI") and Black Knight
Financial Services, Inc. (NYSE:BKFS) today announced the signing of
formal agreements related to the previously announced tax-free
distribution (the "Distribution Plan") in which FNFI intends to
distribute all 83.3 million shares of Black Knight Financial
Services, Inc. ("Black Knight") common stock that it currently owns
to FNF Group (NYSE:FNF) stockholders.
Under the Distribution Plan, Black Knight Holdings, Inc.
("BKHI") will contribute all of its shares of Black Knight Class B
common stock and Black Knight Financial Services, LLC membership
interests into a newly-formed subsidiary, New BKH Corp. ("New
BKH"), in exchange for all of the shares of New BKH common
stock. BKHI will then distribute to FNFI all of the shares of
New BKH common stock, which will then be distributed to FNF
stockholders by FNFI. Immediately following the distribution
of New BKH common stock to FNF stockholders, New BKH and Black
Knight will each merge in stock-for-stock transactions with two
separate, newly-formed subsidiaries of Black Knight Holdco Corp.
("New Black Knight"), which will be a newly-established public
holding company for Black Knight. In the mergers, FNF
stockholders will ultimately receive a total of 83.3 million shares
of New Black Knight common stock, or approximately 0.305551 shares
for each share of FNF common stock that they own. The
remaining holders of Black Knight's common stock (other than New
BKH) will receive one share of New Black Knight for each share of
Black Knight Class A common stock they own. Black Knight currently
has approximately 154.2 million shares, in the aggregate, of Class
A and Class B common stock outstanding. FNFI currently has
approximately 272.7 million shares of FNF common stock outstanding
and, at the conclusion of the Distribution Plan, New Black Knight
will have shares outstanding equal in amount to the Black Knight
shares outstanding immediately prior to the conclusion of the
transactions. The Distribution Plan is expected to be
tax-free to all existing FNF and Black Knight
stockholders.
FNFI has received a private letter ruling from the Internal
Revenue Service relating to the tax-free treatment of the
distribution of the Black Knight shares. The Distribution
Plan is subject to filing and acceptance of the registration
statements for the Black Knight distribution with
the Securities and Exchange Commission; receipt of required
regulatory approvals; Black Knight stockholder approval (including
the approval of Black Knight's stockholders other than FNFI and its
subsidiaries and their respective directors and officers); and
other customary closing conditions. The distribution is
expected to close in the third quarter of 2017.
The agreements relating to the Distribution Plan have been
approved by the Board of Directors of both FNFI and Black Knight.
The Board of Directors of Black Knight acted following the
recommendation of a Special Committee comprised of two independent
directors of Black Knight. The Special Committee retained
independent financial and legal advisors, Goldman Sachs & Co.
LLC and Kirkland & Ellis LLP, to advise the Special
Committee.
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 MSPĀ®, 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. and Del Frisco's
Restaurant Group, Inc. More information about FNF and FNFV
can be found at www.fnf.com.
About Black Knight Financial Services, Inc.
Black Knight Financial Services, Inc. (NYSE:BKFS) is a leading
provider of integrated technology, data and analytics solutions
that facilitate and automate many of the business processes across
the mortgage life-cycle.
Black Knight is committed to being a premier business partner
that lenders and servicers rely on to achieve their strategic
goals, realize greater success and better serve their customers by
delivering best-in-class technology, services and insight with a
relentless commitment to excellence, innovation, integrity and
leadership. For more information on Black Knight, please
visit www.bkfs.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 both FNFI's
and Black Knight's ("our" or "we") expectations, hopes, intentions
or strategies regarding the future are forward-looking statements.
Forward-looking statements are based on our individual management's
beliefs, as well as assumptions made by, and information currently
available to, our individual management. 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 Distribution Plan; uncertainties as to the timing of
the Distribution Plan; uncertainties as to the approval of Black
Knight's stockholders required in connection with the Distribution
Plan; the possibility that the closing conditions to the
Distribution Plan may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary regulatory approval; the risk that stockholder litigation
in connection with the Distribution Plan may affect the timing or
occurrence of the Distribution Plan or result in significant costs
of defense, indemnification and liability; changes in general
economic, business and political conditions, including changes in
the financial markets; transaction costs; diversion of management's
time and attention in connection with the Distribution Plan; and
other risks detailed in the "Statement Regarding Forward-Looking
Information," "Risk Factors" and other sections of each of our 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, New BKH and
New Black Knight will file registration statements with the
Securities and Exchange Commission ("SEC"). New Black Knight's
registration statement will also include a proxy statement which
will be sent to the Black Knight stockholders 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, 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
and Black Knight is available in their respective definitive proxy
statements, both of which were 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. and Black Knight
Financial Services, Inc.