SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 2, 2013
Fidelity National Financial, Inc.
(Exact name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
of Incorporation or Organization)
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal Executive Offices)
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|x||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K (the Initial 8-K) filed with the Securities and Exchange Commission on June 26, 2013, by Fidelity National Financial, Inc. (the Company), solely for the purpose of correcting a technical error in the Restated Credit Agreement discussed on the Initial 8-K. The discussions in this amendment and Exhibit 10.1 as filed herewith reflect that correction No other changes have been made to the Initial 8-K.
Item 1.01. Entry into a Material Definitive Agreement.
On June 25, 2013, the Company entered into an amendment to amend and restate its existing $800 million second amended and restated credit agreement (the Existing Credit Agreement), dated as of April 16, 2012 with Bank of America, N.A., as administrative agent (in such capacity, the Administrative Agent) and the other agents party thereto (the Restated Credit Agreement). Among other changes, the Restated Credit Agreement amends the Existing Credit Agreement to permit the Company to make a borrowing under the Restated Credit Agreement to finance a portion of the acquisition of Lender Processing Services, Inc. (the Acquisition) on a limited conditionality basis, incorporates other technical changes to permit the Company to enter into the Acquisition and partially extends the maturity of the Existing Credit Agreement.
As of June 25, 2013, the lenders with commitments totaling $595 million of the credit facility have agreed to extend the maturity date of their commitments under the credit facility from April 16, 2016 to July 15, 2018. Revolving loans under the credit facility generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agents prime rate, or (c) the sum of one percent plus one-month LIBOR) plus a margin of between 32.5 and 60.0 basis points depending on the senior unsecured long-term debt ratings of the Company or (ii) LIBOR plus a margin of between 132.5 and 160.0 basis points depending on the senior unsecured long-term debt ratings of the Company. At the current Moodys and Standard & Poors senior unsecured long-term debt ratings of Baa3/BBB-, respectively, the applicable margin for revolving loans subject to LIBOR is 145 basis points. In addition, the Company will pay an unused commitment fee of between 17.5 and 40.0 basis points on the entire facility, also depending on the Companys senior unsecured long-term debt ratings.
Under the Restated Credit Agreement, the Company is subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments, dispositions and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth and a maximum debt to capitalization ratio. The Restated Credit Agreement also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding loans may be accelerated and/or the lenders commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the
Restated Credit Agreement shall automatically become immediately due and payable, and the lenders commitments will automatically terminate. Under the Restated Credit Agreement the financial covenants remain essentially the same as under the Existing Credit Agreement, except that the total debt to total capitalization ratio limit of 35% will increase to 37.5% for a period of one year commencing on the Acquisition closing date and the net worth test was reset.
The Restated Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Restated Credit Agreement does not purport to be a complete statement of the parties rights and obligations under the Restated Credit Agreement, and is qualified in its entirety by reference to Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an OffBalance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
|10.1||Restated Credit Agreement|
Important Information Will be Filed with the SEC
FNF plans to file with the SEC a Registration Statement on Form S-4 in connection with the transaction. FNF and LPS plan to file with the SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about FNF, LPS, the transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.
Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by FNF and LPS through the web site maintained by the SEC at www.sec.gov or by phone, email or written request by contacting the investor relations department of FNF or LPS at the following:
|601 Riverside Avenue||601 Riverside Avenue|
|Jacksonville, FL 32204||Jacksonville, FL 32204|
|Attention: Investor Relations||Attention: Investor Relations:|
FNF and LPS, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding the directors and executive officers of FNF is contained in FNFs Form 10-K for the year ended December 31, 2012 and its proxy statement filed on April 12, 2013, which are filed with the SEC. Information regarding LPSs directors and executive officers is contained in LPSs Form 10-K for the year ended December 31, 2012 and its proxy statement filed on April 9, 2013, which are filed with the SEC. A more complete description will be available in the Registration Statement and the Joint Proxy Statement/Prospectus.
This communication shall not constitute an offer to sell or the solicitation of 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 offer 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.
Forward Looking Statements
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on FNF or LPS managements beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. FNF and LPS 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 ability to consummate the proposed transaction; the ability to obtain requisite regulatory and stockholder approval and the satisfaction of other conditions to the consummation of the proposed transaction; the ability of FNF to successfully integrate LPS operations and employees and realize anticipated synergies and cost savings; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; 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; FNFs dependence on distributions from its title insurance underwriters as a main source of cash flow; significant competition that FNF and LPS face; compliance with extensive government regulation; and other risks detailed in the Statement Regarding Forward-Looking Information, Risk Factors and other sections of FNFs and LPS Form 10-K and other filings with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|Fidelity National Financial, Inc.|
|Date: July 2, 2013||By:|
|Name:||Michael L. Gravelle|
Executive Vice President, General
Counsel and Corporate Secretary
|10.1||Restated Credit Agreement|