Fidelity National Financial, Inc. and LandAmerica Financial Group, Inc. Announce the Signing of a Definitive Merger Agreement
November 07 2008 - 7:44AM
PR Newswire (US)
JACKSONVILLE, Fla. and RICHMOND, Va., Nov. 7 /PRNewswire-FirstCall/
-- Fidelity National Financial, Inc. (NYSE:FNF) and LandAmerica
Financial Group, Inc. (NYSE:LFG) today announced the signing of a
definitive merger agreement under which FNF will acquire LFG. Under
the terms of the merger agreement, LFG shareholders will receive
0.993 shares of FNF common stock for each share of LFG common
stock. The transaction has been structured to reduce the combined
debt of LFG and FNF by approximately $250 million prior to the
closing of the merger agreement. This will be accomplished by FNF's
title insurance subsidiaries providing liquidity equal to the
statutory book value of LFG's two primary title insurance
subsidiaries, Commonwealth Land Title Insurance Company
("Commonwealth") and Lawyers Title Insurance Corporation
("Lawyers"), immediately prior to the closing of the merger
agreement. These proceeds will be used to repay outstanding
indebtedness under LFG's revolving credit facility and private
placement senior notes and, potentially, existing FNF debt. As a
result, FNF anticipates no material change from its current debt to
total capitalization ratio of approximately 30%. The transaction is
subject to certain closing conditions, including LFG shareholder
approval, antitrust and state regulatory approvals, the divestiture
of Centennial Bank by LFG and the satisfaction of other customary
closing conditions. The merger agreement also provides a due
diligence contingency for FNF that expires on November 21, 2008,
during which time FNF will conduct due diligence procedures on
LFG's operations and financial condition. Theodore L. Chandler,
Jr., LFG's Chairman and CEO, will join the FNF Board of Directors
as Vice Chairman after the closing of the transaction. In
connection with the signing of the merger agreement, Chicago Title
Insurance Company ("Chicago Title"), a subsidiary of FNF, has
agreed to provide a $30 million stand-by secured credit facility as
a means of potential additional liquidity for LFG. The credit
facility cannot be drawn upon until the expiration of FNF's due
diligence contingency and will bear interest at a rate of LIBOR +
400 basis points. Any advancement under this facility will be
secured by approximately $155 million par value of auction rate
securities held by LFG. "We are very excited to join forces with
LandAmerica," said FNF Chairman William P. Foley, II. "We have
always had great respect for LFG and we are confident that the
combination of our two companies will create the strongest and most
financially sound title insurer in the country, with an unrivaled
geographic and commercial footprint. Our preliminary estimate,
which must be confirmed during our due diligence period, is that we
will realize at least $150 million in operational cost synergies
throughout the combined operations, including the areas of
corporate and administrative overhead, direct and agency operations
and claims management and processing. This merger is a tremendous
opportunity for FNF and one that we are confident will create
significant long-term value for our shareholders." "The
unprecedented credit freeze and depressed real estate market have
negatively impacted our business to the point that it has become
increasingly difficult for LandAmerica to remain an independent
public company," said LFG Chairman and CEO Theodore L. Chandler,
Jr. "We are pleased to join the FNF family of companies and believe
that this combination is in the best interest of our shareholders,
customers and employees. We look forward to the opportunity to
bring the strength of our combined capabilities to the
marketplace." Based on the Demotech Performance of Title Insurance
Companies 2008 Edition, the combined company had pro forma 2007
market share of 46.3 percent. The pro forma combined investment
portfolio and reserve for claim losses were approximately $5.5
billion and $2.6 billion, respectively, as of September 30, 2008.
Pro forma revenue for the nine months ended September 30, 2008 was
approximately $5.3 billion. FNF will hold a conference call to
discuss the merger at 11:00 a.m. Eastern Time this morning, Friday,
November 7, 2008. Those wishing to participate via the webcast
should access the call through FNF's Investor Relations website at
http://www.fnf.com/. Those wishing to participate via the telephone
may dial-in at 800-230-1951 (USA) or 612-288-0329 (International).
The conference call replay will be available via webcast through
FNF's Investor Relations website at http://www.fnf.com/. The
telephone replay will be available from 12:00 p.m. Eastern Time on
November 10, 2008, through November 17, 2008, by dialing
800-475-6701 (USA) or 320-365-3844 (International). The access code
will be 969396. Fidelity National Financial, Inc. is a leading
provider of title insurance, specialty insurance, claims management
services and information services. FNF is one of the nation's
largest title insurance companies through its title insurance
underwriters -- Fidelity National Title, Chicago Title, Ticor
Title, Security Union Title and Alamo Title -- that issue
approximately 27 percent of all title insurance policies in the
United States. FNF also provides flood insurance, personal lines
insurance and home warranty insurance through its specialty
insurance business. FNF also is a leading provider of outsourced
claims management services to large corporate and public sector
entities through its minority-owned subsidiary, Sedgwick CMS. FNF
is also a leading information services company in the human
resource, retail and transportation markets through another
minority-owned subsidiary, Ceridian Corporation. More information
about FNF can be found at http://www.fnf.com/. LandAmerica
Financial Group, Inc. is a leading provider of real estate
transaction services with offices nationwide and a vast network of
active agents. LandAmerica serves agent, residential, commercial
and lender customers throughout the United States, Mexico, Canada,
the Caribbean, Latin America, Europe and Asia. LandAmerica is
recognized as number one in the mortgage services industry on
Fortune's(R) 2007 and 2008 lists of America's Most Admired
Companies. In connection with the proposed merger, FNF will file
with the SEC a Registration Statement on Form S-4 that will include
a proxy statement of LFG that also constitutes a prospectus of FNF.
LFG will mail the proxy statement/prospectus to its stockholders.
FNF and LFG urge investors and security holders to read the proxy
statement/prospectus regarding the proposed merger when it becomes
available because it will contain important information. You may
obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website
http://www.sec.gov/. You may also obtain these documents, free of
charge, from FNF's website at http://www.fnf.com/ under the tab
"Investor Relations" and then under the item "SEC Filings". You may
also obtain these documents, free of charge, from LFG's website at
http://www.landam.com/ under the heading "Investor Information" and
then under the tab "SEC Filings". FNF, LFG and their respective
directors, executive officers and certain other members of
management and employees may be soliciting proxies from LFG
stockholders in favor of the merger. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of such stockholders in connection with the
proposed merger will be set forth in the proxy statement/prospectus
when it is filed with the SEC. You can find information about FNF's
executive officers and directors in its definitive proxy statement
filed with the SEC on April 15, 2008. You can find information
about LFG's executive officers and directors in its definitive
proxy statement filed with the SEC on March 24, 2008. You can
obtain free copies of these documents from FNF and LFG using the
contact information above. This document shall not constitute 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 offering 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. This press release contains forward-looking statements
that involve a number of risks and uncertainties. Statements that
are not historical facts, including statements about our beliefs
and expectations, 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 economic performance 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: the possibility that the proposed
merger will not be completed due to the failure to secure necessary
regulatory approvals, or due to the outcome of FNF's due diligence
review; the possibility that there are unexpected delays in
obtaining regulatory approvals; the failure to obtain approval of
LFG's shareholders; the possibility that the revenues, cost
savings, growth prospects and any other synergies expected from the
proposed transaction may not be fully realized or may take longer
to realize than expected; changes in general economic, business and
political conditions, including changes in the financial markets;
continued 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
operating subsidiaries as a 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. DATASOURCE: Fidelity National Financial, Inc.;
LandAmerica Financial Group, Inc. CONTACT: Daniel Kennedy Murphy,
Senior Vice President and Treasurer, Fidelity National Financial,
Inc., +1-904-854-8120, ; or Bill Evans, Chief Financial Officer,
LandAmerica Financial Group, Inc., +1-804-267-8114, Web site:
http://www.fnf.com/ http://www.landam.com/
Copyright
Archaea Energy (NYSE:LFG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Archaea Energy (NYSE:LFG)
Historical Stock Chart
From Jul 2023 to Jul 2024