JACKSONVILLE, Fla.,
July 27, 2011 /PRNewswire/ --
Fidelity National Financial, Inc. (NYSE: FNF), today announced its
intention to offer $300 million
aggregate principal amount of Convertible Senior Notes to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended. The Convertible Senior Notes are
expected to pay interest semi-annually on the 15th of February and
August, beginning February 15, 2012,
and to mature on August 15, 2018.
The Convertible Senior Notes will be convertible in certain
circumstances. FNF intends to use the net share settlement method
to settle conversions of the Convertible Senior Notes. FNF
also intends to grant the initial purchasers of the Convertible
Senior Notes a 30-day option to purchase up to an additional
$45 million of Convertible Senior
Notes. The interest rate, conversion rate and other terms of the
notes will be determined by negotiations between FNF and the
initial purchasers of the notes.
In conjunction with the Convertible Senior Notes offering, FNF
intends to use the net proceeds to repay outstanding principal and
interest under its revolving credit facility. Any remaining
net proceeds, along with concurrent borrowings under FNF's
revolving credit facility, will be used to repurchase up to
$75 million of FNF's common stock to
acquire shares potentially being sold as part of hedging strategies
by certain investors in the notes and to minimize future potential
equity dilution resulting from the offering. To the extent that
there are any remaining proceeds from this offering after the uses
described above, we expect to use them, plus a borrowing under our
revolving credit facility, to repay at maturity our outstanding
7.30% notes due August 15, 2011, in
the aggregate principal amount of $165.6
million.
The offer and sale of the Convertible Senior Notes and
underlying shares of common stock have not been, and will not be,
registered under the Securities Act of 1933, as amended, or any
other securities laws, and these securities may not be offered or
sold in the United States or to
U.S. persons absent registration or an applicable exemption from
registration requirements. This press release does not constitute
an offer to sell or the solicitation of an offer to buy any
securities. All offers of the Convertible Senior Notes and
underlying shares of common stock will be made only by means of a
private offering memorandum.
SOURCE Fidelity National Financial, Inc.