Fidelity National Financial, Inc. Announces a Strategic Restructuring
May 17, 2005
Plan to Distribute 17.5% of its Title Insurance Operations to its Existing Stockholders
Jacksonville, Fla. -- Fidelity National Financial, Inc. (NYSE:FNF), a Fortune 500 provider of products and outsourced services and solutions to financial institutions and the real estate industry, today announced that its Board of Directors has approved a strategic restructuring that would result in the public distribution of a minority interest in FNF's title insurance operations.
Under the terms of the strategic restructuring plan, FNF would form a title insurance holding company ("THC") that would serve as the parent company for FNF's title insurance operations. FNF would then make a taxable distribution of 17.5% of the shares of the common stock of THC to FNF stockholders, while retaining ownership of the remaining 82.5% of THC's common stock. As a result, existing FNF stockholders will receive .175 shares of THC common stock for each share of FNF common stock. THC would therefore become a majority-owned, publicly traded subsidiary of FNF. Completion of the taxable distribution to existing FNF stockholders is contingent upon a variety of conditions, including regulatory approval. This distribution of THC common stock to existing FNF stockholders is expected to occur in the third quarter of 2005. The following is a simplified corporate structure and equity ownership chart, assuming the strategic restructuring plan and distribution of THC common stock to existing FNF stockholders occurs.
THC will initially establish an annual cash dividend rate of $1.00 per common share, payable quarterly. Additionally, FNF will maintain its current annual cash dividend of $1.00 per common share. The THC and FNF Boards of Directors may consider increasing the dividends in the future after assessing both the cash flow needs of THC and FNF and considering any regulatory restrictions and requirements.
Additionally, THC intends to borrow $500 million under a new bank credit facility to pay a dividend to FNF prior to the distribution of THC common stock to existing FNF stockholders. Subject to rating agency review, THC also intends to issue a $250 million intercompany note payable to FNF, with terms that will mirror FNF's existing $250 million 7.30% public debentures due in August 2011. Other financial details of the distribution of THC common stock to existing FNF stockholders will be released as they become available and in accordance with related securities regulations.
FNF expects that the corporate headquarters of both FNF and THC will remain in Jacksonville, Florida. The strategic restructuring is not expected to immediately result in any significant change in total staffing levels at either of the two companies.
"This strategic restructuring is another step in our continuing efforts to maximize shareholder value," said FNF Chairman and Chief Executive Officer William P. Foley, II. "We believe that it has been difficult to appreciate the full value of our distinct business lines in a single publicly traded security. Separating the businesses that comprise FNF into distinct companies will provide improved transparency for the investment community and a potentially simpler means of valuing the assets of FNF. After the distribution of THC stock to existing FNF stockholders, we expect that FNF and THC will be valued separately, based on their respective profitability, growth, risk and return profiles. The distribution also establishes FNF as a holding company with publicly traded and privately held operating subsidiaries. This structure will enable FNF to pursue strategic alternatives that either complement our existing business operations or expand them to new opportunities. Depending on the alternatives available, we may pursue a minority equity interest, a majority equity interest or a 100% equity interest. Our independent operating subsidiary strategy gives us the unique ability to issue equity to employees in each subsidiary to better align their incentive programs with the operating performance of the subsidiary in which they are employed. We also will utilize debt at the subsidiary level to help drive higher returns for that subsidiary's stockholders. In each instance, we are seeking to maximize the long-term value of each operating company for the benefit of the stockholders and employees of each operating subsidiary."
Source: Fidelity National Financial, Inc.
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