FIDELITY NATIONAL FINANCIAL ANNOUNCES A PLANNED TRANSACTION TO DISTRIBUTE 15% OWNERSHIP OF F&G TO FNF SHAREHOLDERS
~ F&G Shares to be Publicly Listed Through a Partial Spin-off ~
~ FNF to Keep 85% Management of F&G ~
JACKSONVILLE, Fla., March 16, 2022 /PRNewswire/ — Fidelity National Fiscal, Inc.® (NYSE: FNF) (“FNF” or the ‘Company’), a major service provider of title insurance and transaction expert services to the serious estate and mortgage industries, right now announced its intention to dividend to FNF shareholders, on a professional rata foundation, 15% of the typical stock of its wholly-owned subsidiary, F&G Annuities & Life, Inc. (“F&G”), a primary supplier of annuity and life insurance solutions. FNF will retain command of F&G by an 85% possession stake and stays fully commited to F&G’s advancement and extensive-phrase success.
The distribution was permitted by FNF’s Board of Administrators on March 14, 2022. The Board of Administrators believes that the general public listing of F&G shares through a dividend to FNF shareholders will unlock the value of both industry top corporations. The separation is meant to be structured as a taxable dividend to FNF shareholders and is specific to be finished in the third quarter of 2022.
William P. Foley, II, Chairman of the Board of FNF, commented, “F&G has exceeded all of our expectations getting developed assets underneath administration by 38% to $36.5 billion because our acquisition in June of 2020 and proving our strategic rationale for the deal. FNF’s stability sheet permitted a credit rankings update of F&G and accelerated its advancement by moving into new distribution channels. Whilst this has played out much greater than we had envisioned, the market has not acknowledged the worth development that has taken place at F&G. We believe that the very best way to unlock this worth is to publicly checklist F&G by way of a dividend to our shareholders.”
Mike Nolan, Chief Govt Officer of FNF, explained, “F&G provides our Organization with a countercyclical profits stream that is poised to benefit from the present natural environment as desire rates rise. On top of that, as F&G has entered new marketplaces, sales advancement has accelerated and assets underneath management have grown very well forward of our expectations. This positions F&G to offer powerful dollars flows and earnings to FNF more than the coming many years. By retaining 85% possession of F&G, we will proceed to gain from their growth although also unlocking the substantial worth that has been and will go on to be established. Importantly, we continue being fully commited to F&G, its employees and shoppers.”
Chris Blunt, President and Main Government Officer of F&G, included, “FNF is using the next action to identify our accomplishment by asserting its intention to just take F&G community through this transaction. This is an unbelievable accomplishment for F&G, and a single that inherently boosts the future price of our company and makes certain the ongoing investment decision in our enterprise. We’ve gone from a $4 billion annual product sales retail annuity provider supplying one particular product or service by means of a person channel, to a additional than $10 billion annual product sales insurer providing everyday living, annuities, and institutional options across 5 distinct channels. This changeover to remaining a publicly traded business is a vote of self esteem for our business, our upcoming likely, and all of our employees who have worked so difficult here at F&G to make this achievements a actuality.”
Transaction Highlights
The intent of the distribution is to increase and far more totally acknowledge the total industry worth of each organization. To guidance the strong advancement prospective customers of F&G, FNF will convert its $400 million intercompany loan to F&G into F&G fairness prior to the distribution. FNF will manage 85% of F&G’s popular stock, continuing to hold control and key possession. FNF intends to distribute 15% of F&G’s frequent stock to FNF shareholders in buy to strengthen the standalone worth of F&G, as effectively as to permit investors to devote instantly in F&G.
- Chris Blunt, President and Chief Government Officer of F&G, will keep on being in his function main F&G
- No improve is envisioned to FNF or F&G’s method, functions or administration groups
- F&G will go on to advantage from FNF’s vast majority possession, anticipate product sales expansion to continue to be robust by way of the expansion into new distribution channels, and have obtain to community marketplaces more than time, as desired
- FNF will retain its money allocation method centered on returning cash to shareholders by means of the Firm’s quarterly dividend and share repurchase program though creating strategic investments in the Firm’s business
Transaction Specifics
- Upon completion of the distribution, shareholders will personal inventory in both of those publicly traded firms obtaining obtained a taxable dividend of 15% of F&G in the mixture
- F&G shares will be publicly stated and trade on the New York Inventory Trade
- FNF will preserve regulate in excess of, and an 85% ownership stake in, F&G
- The distribution is anticipated to be finished in the 3rd quarter of 2022
- The transaction is topic to many problems which includes the remaining approval by the FNF Board of Directors, filing and success of a Type 10 registration assertion underneath the Securities Exchange Act of 1934, as amended, and any relevant regulatory approvals
- The history day and distribution settlement date will be identified by FNF’s Board of Administrators prior to the distribution
This push release is not an supply to promote, or a solicitation of an offer to acquire, any securities.
BofA Securities, Inc. is performing as FNF’s fiscal advisor in link with the proposed distribution.
About Fidelity Nationwide Fiscal, Inc.
Fidelity Countrywide Monetary, Inc. (NYSE: FNF) is a top supplier of title insurance policies and transaction solutions to the authentic estate and home finance loan industries. FNF is the nation’s major title insurance plan firm by way of its title insurance policies underwriters – Fidelity Countrywide Title, Chicago Title, Commonwealth Land Title, Alamo Title and National Title of New York – that collectively difficulty far more title insurance policies procedures than any other title company in the United States. Much more facts about FNF can be found at www.fnf.com.
About F&G
F&G is portion of the FNF household of corporations. F&G is fully commited to assisting People in america transform their aspirations into actuality. F&G is a foremost provider of insurance options serving retail annuity and daily life buyers and institutional clients and is headquartered in Des Moines, Iowa. For more facts, you should visit fglife.com.
Ahead-Hunting Statements and Danger Variables
This push release has forward-looking statements that entail a quantity of hazards and uncertainties. Statements that are not historical points, together with statements regarding our expectations, hopes, intentions or techniques relating to the long run are ahead-hunting statements including the means to entire the spin-off and listing on the NYSE. Forward-searching statements are based on management’s beliefs, as properly as assumptions made by, and info at this time readily available to, administration. Mainly because such statements are based mostly on expectations as to potential economical and running effects and are not statements of actuality, actual benefits may perhaps differ materially from those projected. We undertake no obligation to update any ahead-wanting statements, no matter whether as a final result of new facts, long term occasions or in any other case. The hazards and uncertainties which ahead-seeking statements are matter to include things like, but are not constrained to: diversion of management’s consideration and the potential impact of the consummation of the F&G transaction on associations, which include with employees, suppliers, customers and opponents our skill to efficiently comprehend the predicted positive aspects of the spin-off transaction the capacity to satisfy any important problems (such as any applicable regulatory approvals) to consummate the spin-off transaction inside of the believed timeframe or at all the last conditions and ailments of the spin-off transaction, like the nature of agreements and preparations concerning FNF and F&G subsequent any these transaction, the fees of any these transaction, and the character and sum of indebtedness incurred by F&G improvements in normal financial, company, political crisis, war and COVID-19 conditions, which includes adjustments in the monetary markets weak point or adverse changes in the stage of real estate exercise, which may perhaps be caused by, amongst other matters, substantial or increasing desire costs, a minimal supply of mortgage funding or a weak U. S. economy our probable incapacity to locate suitable acquisition candidates our dependence on distributions from our title insurance plan underwriters as a main source of dollars flow important competitiveness that F&G and our operating subsidiaries face compliance with in depth authorities regulation of our running subsidiaries and other dangers specific in the “Statement Concerning Forward-Seeking Information and facts,” “Threat Elements” and other sections of FNF’s Form 10-K and other filings with the Securities and Trade Commission (SEC).
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