JACKSONVILLE, Fla.,
July 27, 2011 /PRNewswire/ --
Fidelity National Financial, Inc. (NYSE: FNF) today announced the
pricing of an aggregate principal amount of $300 million of Convertible Senior Notes.
The Convertible Senior Notes will bear interest at a coupon
rate of 4.25%, mature on August 15,
2018, and pay interest semi-annually on the 15th of February
and August, beginning February 15,
2012. The Convertible Senior Notes will be convertible
in certain circumstances based on an initial conversion rate of
46.3870 shares of common stock per $1,000 principal amount of notes, which
represents an initial conversion price of approximately
$21.56 per share. FNF intends
to use the net share settlement method to settle conversions of the
Convertible Senior Notes. FNF also granted the initial
purchasers of the Convertible Senior Notes a thirty-day option to
purchase up to an additional $60
million of Convertible Senior Notes. The offering is
scheduled to close on August 2, 2011,
subject to satisfaction of customary closing conditions.
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 $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.