JACKSONVILLE, Fla.,
Nov. 20, 2017 /PRNewswire/
-- Fidelity National Financial, Inc. (NYSE: FNF) ("FNF") and
Cannae Holdings, Inc. (NYSE: CNNE) ("Cannae") announced today that
the split-off of Cannae from FNF (the "Split Off") has been
completed. As a result, FNF and Cannae are now separate publicly
traded companies. Cannae's common stock will begin trading on
November 20, 2017 on the New York
Stock Exchange under the symbol listed above.
As disclosed in more detail in FNF's proxy statement (the "Proxy
Statement"), dated October 19, 2017,
for its special meeting of FNFV Group stockholders held on
November 17, 2017 (the "Special
Meeting"), prior to the Redemption, certain subsidiaries of FNF
contributed $100 million to Cannae in
exchange for 5,706,134 shares of Cannae common stock. The
number of Cannae shares received by FNF pursuant to this
contribution was calculated in accordance with FNF's Fourth Amended
and Restated Certificate of Incorporation, by dividing $100 million by the average of the high and low
trading price of the FNFV Group tracking stock on November 16, 2017. As of the date hereof,
FNF owns approximately 8% of the outstanding shares of Cannae
common stock and will dispose of such shares as soon as a
disposition is warranted consistent with the business reasons for
the ownership of such shares, but in no event later than five years
from the closing of the Split Off of Cannae from FNF. In
addition, FNF has agreed to vote all of the shares of Cannae common
stock owned by it in the same manner as all shares voted by holders
of Cannae common stock other than FNF.
As disclosed in more detail in the Proxy Statement, following
the Split Off, FNF's outstanding 4.25% convertible senior notes due
2018 will be convertible solely into FNF Group common stock, par
value $0.0001 per share (the "FNF
Common Stock"), subject to FNF's right to settle part or all of its
conversion obligation in cash. In addition, the Split Off
will result in an adjustment to the conversion rate for these notes
based on the relative trading prices of FNF Common Stock and Cannae
common stock, par value $0.0001 per
share, over the 10 consecutive trading days following November 17, 2017.
About Fidelity National Financial, Inc.
FNF is a
leading provider of title insurance 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.
About Cannae Holdings, Inc.
Cannae holds majority and
minority equity investment stakes in a number of entities,
including Ceridian Holdings, LLC, American Blue Ribbon Holdings,
LLC and T-System Holding LLC. More information about Cannae
can be found at www.cannaeholdings.com.
FNF-G
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SOURCE Fidelity National Financial, Inc.; Cannae Holdings,
Inc.