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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/09/17 Fidelity National Financial, Inc. 8-K:1,8,9 6/08/17 4:1.3M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 41K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 128K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 919K
Liquidation or Succession
4: EX-99.1 Miscellaneous Exhibit HTML 17K
| Page | (sequential) | | | (alphabetic) | Top | |
|---|---|---|---|---|---|
| 1 | 1st Page - Filing Submission | ||||
| " | Item 1.01. Entry into a Material Definitive Agreement | ||||
| " | Item 8.01. Other Events | ||||
| " | Item 9.01 Financial Statements and Exhibits | ||||
| " | Signature | ||||
| " | Exhibit Index | ||||
| " | QuickLinks | ||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): June 8, 2017
Fidelity National Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or other jurisdiction of incorporation) |
001-32630 (Commission File Number) |
16-1725106 (IRS Employer Identification No.) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Address of principal executive offices, including zip code)
(904) 854-8100
(Registrant's telephone number, including area code)
Not applicable
(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:
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 o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement.
On June 8, 2017, Fidelity National Financial, Inc. (NYSE: FNF) ("FNF" or the "Company") entered into formal agreements for a transaction with Black Knight Financial Services, Inc. (NYSE: BKFS) ("Black Knight"), including the Reorganization Agreement and Merger Agreement (each as defined below), which will result in the distribution of all of the shares of Class B common stock of Black Knight and all of the membership interests of Black Knight Financial Services, LLC ("BKFS LLC"), in each case, that are held, directly or indirectly, by the Company to the holders of FNF Group common stock.
The Reorganization Agreement
The Company has entered into a reorganization agreement (the "Reorganization Agreement") with its wholly-owned subsidiary Black Knight Holdings, Inc. ("BKHI") and a newly-formed wholly-owned subsidiary of BKHI, New BKH Corp. ("New BKH"). Pursuant to the Reorganization Agreement, the Company will engage in a series of corporate transactions (collectively, the "Separation"), including the following:
The Reorganization Agreement contains customary representations, warranties and covenants by the Company. It also contains customary closing conditions, including (i) the absence of any injunction, law, regulation or court order that would prohibit the Separation; (ii) the performance in all material respects by each party to the agreement of the covenants and agreements contained therein to the extent such are required to be performed at or prior to the closing; (iii) the accuracy of the representations and warranties of each party in all material respects (subject to certain exceptions); (iv) receipt of a tax opinion from the tax advisor with respect to the intended tax treatment of the Separation; and (v) the private letter ruling received by the Company from the Internal Revenue Service in connection with the Separation remaining in full force and effect.
The Reorganization Agreement provides for mutual indemnification obligations between (i) the Company and its subsidiaries (after giving effect to the Separation) and (ii) New BKH and its subsidiaries (including, following the New BKH Effective Time (as defined in the Merger Agreement), New Black Knight and its subsidiaries) from and against any losses incurred by the indemnified party to the extent arising out of or relating to the assets and businesses owned or operated by the indemnifying party before and after the closing, including any losses to the extent resulting from any liability of the indemnifying party, whether incurred before or after the closing. These indemnification obligations exclude any matters relating to taxes (which are addressed exclusively in the Tax Matters Agreement, described below).
The Reorganization Agreement may be terminated by the mutual agreement of the Company, New BKH and Black Knight. In addition, the Reorganization Agreement may be terminated by the Company if the Merger Agreement is terminated.
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The foregoing summary descriptions of the Reorganization Agreement and the transactions contemplated thereby do not purport to be complete and are subject to and qualified in their entirety by reference to the Reorganization Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
The Reorganization Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other financial information about the parties thereto or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Reorganization Agreement were made only for purposes of those agreements and as of specific dates; were solely for the benefit of the parties thereto; may be subject to limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Reorganization Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Reorganization Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties thereto.
The Merger Agreement
FNF has entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Black Knight, New Black Knight, New BKH and two newly formed subsidiaries of New Black Knight. The Merger Agreement provides that New BKH will be merged with a wholly-owned subsidiary of New Black Knight and will survive the merger as a subsidiary of New Black Knight, and that immediately thereafter, Black Knight will be merged into a wholly-owned subsidiary of New Black Knight and will survive the merger as a subsidiary of New Black Knight. In the mergers, FNF Group shareholders will ultimately receive a total of approximately 83.3 million shares of New Black Knight common stock, or approximately 0.305551 of a share for each share of FNF Group common stock that they own. The remaining holders of Black Knight's common stock (other than New BKH) will receive one share of New Black Knight common stock for each share of Black Knight common stock they own. Black Knight currently has approximately 154.2 million shares, in the aggregate, of Class A and Class B common stock outstanding. FNF currently has approximately 272.7 million shares of FNF Group common stock outstanding and, at the conclusion of the transactions, New Black Knight will have shares outstanding equal in amount to the Black Knight shares outstanding immediately prior to the conclusion of the transactions. The mergers are expected to be tax-free to all existing FNF Group and Black Knight shareholders.
The consummation of the mergers is subject to a non-waivable condition that the Merger Agreement be adopted by the affirmative vote of the holders of (a) a majority of all outstanding shares of common stock of Black Knight and (b) a majority of the then-outstanding shares not owned, directly or indirectly, by FNF, any of its subsidiaries (including, without limitation, BKHI, New BKH, New Black Knight, and the two newly formed subsidiaries of New Black Knight), or any officers or directors of FNF or any of its subsidiaries (including, without limitation, BKHI, New BKH, New Black Knight, and the two newly formed subsidiaries of New Black Knight). In addition, the consummation of the mergers is subject to certain other customary closing conditions, including (i) completion of the Separation, (ii) obtaining required regulatory approvals necessary to complete the mergers, (iii) the absence of any law or order from any court or governmental authority restraining, enjoining or prohibiting the transactions, (iv) receipt of opinions from the tax advisor with respect to the intended tax treatment of the mergers, (v) the New BKH Form S-1 and New Black Knight Form S-4 having
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become effective under the Securities Act and (vi) the shares of New Black Knight common stock having been approved for listing on the New York Stock Exchange ("NYSE").
The Merger Agreement contains customary representations and warranties made by each of the Company, Black Knight and New BKH. The Company and Black Knight have also agreed to various covenants in the Merger Agreement, including, among other things, covenants (i) to conduct their respective relevant operations in the ordinary course of business consistent with past practice, (ii) not to take certain actions prior to the closing of the mergers without the prior consent of the other party and (iii) not to take certain actions which could reasonably be expected to cause the transactions not to be treated as a tax free transaction.
The Merger Agreement contains certain customary termination rights for both the Company and Black Knight, including, among others, if the transactions are not consummated on or before the nine month anniversary of the execution of the Merger Agreement (subject to 90-day extension if only regulatory conditions remain to be satisfied), if the Black Knight shareholders do not approve the Merger Agreement, or if either Black Knight or the Company has breached its respective representations, warranties, covenants or agreements such that the related closing condition would not be satisfied (subject to a 30-day cure period).
Other Agreements
In connection with the transactions contemplated by the Merger Agreement, certain additional agreements have been or will be entered into, including, among others:
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promoting such party's products and services to its customers, the form of which is attached as an exhibit to the Merger Agreement.
Completion of the transactions is anticipated to occur in the third quarter of 2017, although there can be no assurance the transactions will occur within the expected timeframe or at all.
The foregoing summary descriptions of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.2 and the terms of which are incorporated herein by reference.
The Merger Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other financial information about the parties thereto or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of those agreements and as of specific dates; were solely for the benefit of the parties thereto; may be subject to limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties thereto.
On June 9, 2017, FNF and Black Knight issued a joint press release announcing the transactions contemplated by the agreements described herein. A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary Statements Regarding Forward-Looking Information
This filing 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 management's 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 undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
The risks and uncertainties that forward-looking statements are subject to include, but are not limited to:
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Additional Information and Where to Find it
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. In connection with the transactions, New BKH and New Black Knight will file with the SEC registration statements. New Black Knight's registration statement will also include a proxy statement which will be sent to the Black Knight shareholders in connection with their vote required in connection with the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS/PROSPECTUSES AND PROXY STATEMENTS AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge from the SEC's website, www.sec.gov. These documents (when they are available) can also be obtained free of charge from the respective companies by directing a written request to Fidelity National Financial Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, Attention: Investor Relations, Telephone: 904-854-8100.
Participants in the Solicitation
The directors and executive officers of FNF and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals to approve the transaction. Information regarding the directors and executive officers of FNF is available in its definitive proxy statement, which was filed with the SEC on April 26, 2017. Free copies of this document may be obtained as described in the preceding paragraph.
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SECTION 9—FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Exhibit Description | ||
|---|---|---|---|
| 2.1 | Reorganization Agreement, dated as of June 8, 2017, by and among Fidelity National Financial, Inc., Black Knight Holdings, Inc., and New BKH Corp. | ||
2.2 |
Agreement and Plan of Merger, dated as of June 8, 2017, by and among Fidelity National Financial, Inc., New BKH Corp., Black Knight Financial Services, Inc., Black Knight Holdco Corp., New BKH Merger Sub, Inc., and BKFS Merger Sub, Inc.* |
||
99.1 |
Press release dated June 9, 2017 announcing Tax-Free Plan to Distribute Shares of Black Knight Financial Services, Inc. Common Stock |
||
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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 Services, Inc. | ||||||
Date: June 9, 2017 |
By: |
/s/ MICHAEL L. GRAVELLE |
||||
| Name: | Michael L. Gravelle | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||
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| Exhibit | Description | ||
|---|---|---|---|
| 2.1 | Reorganization Agreement, dated as of June 8, 2017, by and among Fidelity National Financial, Inc., Black Knight Holdings, Inc., and New BKH Corp. | ||
2.2 |
Agreement and Plan of Merger, dated as of June 8, 2017, by and among Fidelity National Financial, Inc., New BKH Corp., Black Knight Financial Services, Inc., Black Knight Holdco Corp., New BKH Merger Sub, Inc., and BKFS Merger Sub, Inc. |
||
99.1 |
Press release dated June 9, 2017 announcing Tax-Free Plan to Distribute Shares of Black Knight Financial Services, Inc. Common Stock |
||
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/9/17 | 425 | ||
| For Period End: | 6/8/17 | |||
| 4/26/17 | 8-K, DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/21 Fidelity National Financial, Inc. 10-K 12/31/20 171:28M |