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Fidelity National Inc. - Consent Solicitation 2024 (US) - Launch

Fidelity National Financial, Inc. Announces Commencement of Consent Solicitation

16 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Fidelity National Inc.


JACKSONVILLE, Fla., April 16, 2024 /PRNewswire/ -- Fidelity National Financial, Inc. (NYSE: FNF) ("FNF" or the "Company") today announced the commencement of separate and distinct consent solicitations of the holders of each of its 4.500% Senior Notes due 2028 (the "2028 Notes"), 3.400% Senior Notes due 2030 (the "2030 Notes"), 2.450% Senior Notes due 2031 (the "2031 Notes") and 3.200% Senior Notes due 2051 (the "2051 Notes" and, collectively with the 2028 Notes, 2030 Notes and the 2031 Notes, the "Notes"; and each a "series of Notes") to effect a certain amendment to the indenture governing the Notes (the "Indenture") with respect to each series of Notes, as described below. As of April 12, 2024, there was $450,000,000 aggregate principal amount of 2028 Notes outstanding, $650,000,000 aggregate principal amount of the 2030 Notes outstanding, $600,000,000 aggregate principal amount of the 2031 Notes outstanding and $450,000,000 aggregate principfoutsal amount of the 2051 Notes outstanding.

The proposed amendment to the Indenture would add a clause to the corporate existence covenant permitting the Company to redomesticate, by conversion, from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada (the "Redomestication"). The Redomestication is described in detail in the Company's preliminary proxy statement filed with the Securities and Exchange Commission on April 15, 2024, as the same may be finalized, supplemented, modified or amended prior to the vote of the Company's shareholders contemplated thereby (the "Proxy Statement"). All other terms of the Indenture will remain unchanged. The Company believes that there are important reasons the Redomestication is in the best interest of the Company and its shareholders, which are discussed in the Consent Solicitation Statement (as defined below) and set forth in detail in the Proxy Statement. FNF does not believe there will be any change in FNF's business, properties, assets, liabilities, obligations or management because of the Redomestication, or that the Redomestication would impact FNF's reported revenues, income or cash flows.


Each consent solicitation will expire at 5:00 p.m., New York City time, on April 22, 2024, unless extended or earlier terminated by the Company in its sole discretion (such date and time, as the same may be extended with respect to any series of notes, the applicable "Expiration Time"). Each of the consent solicitations is subject to the terms and conditions set forth in the consent solicitation statement, dated April 16, 2024 (the "Consent Solicitation Statement")."


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