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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/15/20 Fidelity National Financial, Inc. 8-K:1,8,9 9/10/20 15:694K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 38K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 157K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 77K 4: EX-5.1 Opinion of Counsel re: Legality HTML 13K 5: EX-99.1 Miscellaneous Exhibit HTML 14K 11: R1 Cover HTML 51K 13: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tm2030447d4_8k_htm XML 20K 12: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.DEF XBRL Definitions -- fnf-20200910_def XML 75K 8: EX-101.LAB XBRL Labels -- fnf-20200910_lab XML 105K 9: EX-101.PRE XBRL Presentations -- fnf-20200910_pre XML 72K 6: EX-101.SCH XBRL Schema -- fnf-20200910 XSD 15K 14: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 15: ZIP XBRL Zipped Folder -- 0001104659-20-105249-xbrl Zip 77K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
i Fidelity National Financial, Inc.
(Exact name of registrant as specified in its charter)
(Commission File Number)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
i Jacksonville, i Florida i 32204
(Address of Principal Executive Offices)
(Registrant's 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:
i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period provided pursuant to Section 13(a) of the Exchange Act. ¨
C:
Item 1.01 | Entry into a Material Definitive Agreement. |
On September 15, 2020, Fidelity National Financial, Inc. (the “Company”) completed its public offering of $600 million aggregate principal amount of its 2.450% Notes due March 15, 2031 (the “Notes”). The offer and sale of the Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s effective registration statement on Form S-3ASR (File No. 333-239002) filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2020 and were offered to the public pursuant to the prospectus supplement, dated September 10, 2020, to the prospectus, dated June 8, 2020 (together, the “Prospectus”), which forms part of the Registration Statement.
The offer and sale of the Notes were made pursuant to the terms of an Underwriting Agreement, dated as of September 10, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule I thereto. The Underwriting Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The Notes were issued under an Indenture (the “Base Indenture”), dated as of December 8, 2005, between the Company (formerly known as Fidelity National Title Group, Inc.) and The Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.) as Trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of January 6, 2006, between such parties (the “First Supplemental Indenture”), a Second Supplemental Indenture, dated as of May 5, 2010, between such parties (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”). The Notes, and certain specific terms of the Notes, were established by a sixth supplemental indenture to the Indenture (the “Sixth Supplemental Indenture”).
The Notes are unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future unsecured and unsubordinated indebtedness. Interest on the Notes accrues at a rate of 2.450% per annum and is payable on March 15 and September 15 of each year, commencing March 15, 2021. The Notes mature on March 15, 2031. The terms of the Notes are further described in the Prospectus.
The net proceeds from the offering of the Notes were approximately $593 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company will use the net proceeds from the offering (i) to repay all outstanding indebtedness under the term loan credit agreement, dated as of April 22, 2020, among the Company, as borrower, each lender from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent, and (ii) for general corporate purposes.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is incorporated herein by reference and attached hereto as Exhibit 1.1. The foregoing description of the Sixth Supplemental Indenture and Notes is not complete and is qualified in its entirety by the full text of the Sixth Supplemental Indenture and form of Note, respectively, which is incorporated herein by reference and attached hereto as Exhibit 4.1. The foregoing description of the Base Indenture, First Supplemental Indenture and Second Supplemental Indenture is not complete and is qualified in its entirety by the full text of the Base Indenture, First Supplemental Indenture and Second Supplemental Indenture, respectively, which were filed with the SEC as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 24, 2006, and Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 5, 2010, respectively, and are incorporated herein by reference.
Item 8.01 | Other Events. |
On September 15, 2020, the Company also issued a press release announcing the closing of the offering of the Notes. The Company is filing a copy of such press release as Exhibit 99.1 hereto, which is incorporated herein by reference.
C:
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
C:
SIGNATURES
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 hereunto duly authorized.
FIDELITY NATIONAL FINANCIAL, INC. | ||
By: | /s/ Michael L. Gravelle | |
Name | Michael L. Gravelle | |
Title | Executive Vice President, General Counsel and Corporate Secretary |
Date: September 15, 2020
C:
C:
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/15/31 | ||||
3/15/21 | ||||
Filed on: | 9/15/20 | |||
For Period end: | 9/10/20 | 424B5, FWP | ||
6/8/20 | 8-K, S-3ASR | |||
4/22/20 | 8-K | |||
5/5/10 | 8-K | |||
1/6/06 | 8-K | |||
12/8/05 | S-4/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Fidelity National Financial, Inc. 10-K 12/31/23 199:39M 2/27/23 Fidelity National Financial, Inc. 10-K 12/31/22 172:36M 5/02/22 Fidelity National Financial, Inc. 10-K/A 12/31/21 12:1.3M Toppan Merrill/FA 2/25/22 Fidelity National Financial, Inc. 10-K 12/31/21 166:32M 3/01/21 Fidelity National Financial, Inc. 10-K 12/31/20 171:28M 11/06/20 Fidelity National Financial, Inc. 10-Q 9/30/20 113:21M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/05/10 Fidelity National Financial, Inc. 8-K:1,9 5/05/10 6:272K Donnelley … Solutions/FA 3/16/06 Fidelity National Financial, Inc. 10-K 12/31/05 10:1.6M RR Donnelley 1/24/06 Fidelity National Financial, Inc. 8-K:1,9 1/18/06 3:61K Bowne - Biv/FA |