UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): June 4, 2020
FIDELITY NATIONAL FINANCIAL, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-32630
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16-1725106
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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601
Riverside Avenue
Jacksonville,
Florida 32204
(Address of principal executive offices,
including zip code)
Registrant’s telephone number,
including area code: 1 (904) 854-8100
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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FNF common Stock, par value $.0001 per share
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FNF
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
On
June 4, 2020, FGL Holdings, a Cayman Islands exempted company (“F&G”) and Fidelity
National Financial, Inc. (“FNF”) issued a press release
announcing the final results of the elections made by F&G shareholders regarding the form of merger consideration they
wish to receive in connection with FNF’s consummated acquisition of F&G pursuant to the Agreement
and Plan of Merger (the “Merger Agreement”), by and among FNF,
F&G, F I Corp., a Cayman Islands exempted company and wholly owned subsidiary of FNF, and F II Corp., a Cayman Islands
exempted company and wholly owned subsidiary of FNF, as amended by that First Amendment to the Merger Agreement, dated as of
April 24, 2020.
A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Cautionary Note Regarding Forward-Looking Statements
“Safe Harbor” Statement Under the Private Securities
Litigation Reform Act of 1995: This Current Report on Form 8-K contains, and certain oral statements made by our representatives
from time to time may contain, forward-looking statements relating to FNF, including statements relating to the proposed transaction
and related matters. Such statements are subject to risks and uncertainties, many of which are beyond the control of FNF, that
could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements.
These statements are based on the beliefs and assumptions of the management of FNF. Forward-looking statements are generally identifiable
by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,”
“seeks,” “estimates,” “projects,” “may,” “will,” “could,”
“might,” or “continues” or similar expressions. Factors that could cause actual results, events and developments
to differ include, without limitation: (1) changes in general economic, business and political conditions, including changes
in the financial markets; (2) the outcome of any legal proceedings that may be instituted against FNF following the announcement
of the merger agreement and the transactions contemplated therein; (3) the risk that the transactions contemplated by the
merger agreement disrupt current plans and operations of FNF as a result of the announcement thereof; (4) the ability to recognize
the anticipated benefits of the transactions contemplated by the merger agreement, which may be affected by, among other things,
competition, the ability of the management of FNF to grow and manage its business profitably and to retain its key employees; (5) costs
related to the transactions contemplated by the merger agreement; (6) changes in applicable laws or regulations; (7) the
risk that the mergers may not be treated as a single integrated transaction that qualifies as a “reorganization” under
Section 368(a) of the Internal Revenue Code of 1986, as amended, in which case the transactions contemplated by the merger
agreement would be treated as a taxable sale by U.S. Holders of their F&G shares in exchange for the merger consideration;
(8) adverse legal and regulatory developments or determinations or adverse changes in, or interpretations of, U.S. or other
foreign laws, rules or regulations, including tax laws, rules and regulations, that could delay or prevent completion of the transactions
contemplated by the merger agreement, cause the terms of such transactions to be modified or change the anticipated tax consequences
of such transactions; (9) the possibility that FNF may be adversely affected by other economic, business, and/or competitive factors,
as well as the impact on the business, operations, results of operations and trading prices of the shares of FNF arising out of
the COVID-19 outbreak; (10) risks that any of the closing conditions to the proposed merger may not be satisfied in a
timely manner; (11) the risk that the businesses will not be integrated successfully, that such integration may be more difficult,
time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized and (12) other
risks and uncertainties identified in FNF’s filings with the U.S. Securities and Exchange Commission (the “SEC”).
FNF cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. FNF
does not undertake or accept any obligation or undertaking to release any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based,
subject to applicable law. The information contained in any website referenced herein is not, and shall not be deemed to be, part
of or incorporated into this Current Report on Form 8-K.
All forward-looking statements described herein are qualified
by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein
will occur or be realized. FNF does not undertake any obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future operating results, except as required by law.
Additional Information about the Transaction and Where to
Find It
This Current Report on Form 8-K relates
to a proposed transaction between F&G and FNF, which is the subject of a registration statement and relevant solicitation materials
filed by FNF with the SEC. In connection with the proposed transaction, FNF has filed with the SEC a registration statement on
Form S-4 that includes a proxy statement of F&G and a prospectus of FNF, as well as other relevant documents concerning the
proposed transaction. F&G commenced mailing of the definitive proxy statement to F&G’s shareholders on April 30,
2020. This Current Report on Form 8-K is not a substitute for the registration statement, the definitive proxy statement and relevant
solicitation materials that FNF has or may file with the SEC or any other documents which FNF may send to its or F&G’s
shareholders in connection with the proposed transaction. Investors and security holders are urged to carefully and entirely read
the registration statement and relevant solicitation materials and all other relevant documents, as well as any amendments or supplements
to these documents, if and when they become available because they will contain important information about the proposed transaction
and related matters. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, documents
will also be available for free from FNF by contacting Jamie Lillis, Managing Director, Solebury Trout, (203)-428-3223, jlillis@soleburytrout.com.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 4, 2020
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Fidelity National Financial, Inc.
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By:
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/s/ Michael L. Gravelle
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Name: Michael L. Gravelle
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Title: Executive Vice President, General Counsel and Corporate Secretary
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