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Fidelity National Financial, Inc. – ‘8-K’ for 9/10/20

On:  Tuesday, 9/15/20, at 4:26pm ET   ·   For:  9/10/20   ·   Accession #:  1104659-20-105249   ·   File #:  1-32630

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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

Current Report   —   Form 8-K
Filing Table of Contents

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 


‘8-K’   —   Current Report


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 8-K

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 September 10, 2020

 i Fidelity National Financial, Inc.

(Exact name of registrant as specified in its charter) 

 i 001-32630

(Commission File Number) 

 i Delaware

 

 i 16-1725106

(State or other jurisdiction of 
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

 i 601 Riverside Avenue

 i Jacksonville,  i Florida  i 32204

(Address of Principal Executive Offices) 

( i 904 i 854-8100

(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: 

Title of each class:   Trading Symbol(s)   Name of each exchange on which
registered:
 i FNF Common Stock, $0.0001 par value    i FNF    i New York Stock Exchange
 i 5.50% Notes due September 2022    i FNF22    i New York Stock Exchange

 

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).

 

Emerging growth company  i ¨

 

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 1.01Entry 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 8.01Other 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 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description
1.1   Underwriting Agreement, dated as of September 10, 2020, between Fidelity National Financial, Inc. and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto.
4.1   Sixth Supplemental Indenture, dated as of September 15, 2020, between Fidelity National Financial, Inc. and The Bank of New York Mellon Trust Company, N.A.
5.1   Opinion of Weil, Gotshal & Manges LLP
23.1   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 of this current report)
99.1   Fidelity National Financial, Inc. Press Release dated September 15, 2020.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 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: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
3/15/31
3/15/21
Filed on:9/15/20
For Period end:9/10/20424B5,  FWP
6/8/208-K,  S-3ASR
4/22/208-K
5/5/108-K
1/6/068-K
12/8/05S-4/A
 List all Filings 


6 Subsequent Filings that Reference this Filing

  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


3 Previous Filings that this Filing References

  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
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