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): April 14, 2009
FIDELITY NATIONAL FINANCIAL, INC.
(Exact name of Registrant as Specified in its Charter)
| |
|
|
|
|
| Delaware
|
|
001-32630
|
|
16-1725106 |
| |
| (State or other Jurisdiction of
|
|
(Commission File
|
|
(IRS Employer |
| Incorporation or Organization)
|
|
Number)
|
|
Identification No.) |
| |
|
|
| 601 Riverside Avenue |
|
|
| Jacksonville, Florida
|
|
32204 |
| |
| (Address of principal executive offices)
|
|
(Zip code) |
Registrant’s telephone number, including area code: (904) 854-8100
(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 (see General Instruction
A.2.):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 14, 2009, Fidelity National Financial, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc. and Goldman, Sachs & Co.,
as representatives of the Underwriters named in Schedule 1 thereto (collectively, the
“Underwriters”). The Underwriting Agreement relates to the issuance and sale in a public offering
(the “Offering”) by the Company of 15,800,000 shares (the “Shares”) of its common stock, par value
$0.0001 per share, and the grant to the Underwriters of a 30-day option to buy up to 2,370,000
additional Shares to cover over-allotments, if any. The Underwriters
have elected to exercise their option and purchase all of such
additional Shares. The price per Share to the Underwriters is
$18.24, and the Underwriters will initially offer the Shares to the public at $19.00 per Share. The
Shares will be listed on The New York Stock Exchange. The Offering is scheduled to close on April
20, 2009. The Offering will be made under the Company’s shelf registration statement on Form S-3
(Registration No. 333-147391), including a base prospectus dated November 14, 2007, as supplemented
by a prospectus supplement dated April 14, 2009. The Underwriting Agreement contains customary
representations and warranties of the Company, conditions to closing and indemnification
provisions, as well as a form lock-up agreement. This summary of the Underwriting Agreement is
qualified in its entirety by reference to the Underwriting Agreement filed herewith as Exhibit 1.1
and incorporated into this Item 1.01 by reference.
In connection with the issuance of the Shares in the Offering, Dewey & LeBoeuf LLP, counsel to the
Company, will deliver an opinion to the Company regarding the legality of the Shares upon issuance
and sale thereof, which is attached hereto as Exhibit 5.1. This description of the opinion is
qualified in its entirety by reference to Exhibit 5.1.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve a number of risks
and uncertainties. Statements that are not historical facts, including statements about the
Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements are
based on management’s beliefs, as well as assumptions made by, and information currently available
to, management. Because such statements are based on expectations as to future economic performance
and are not statements of fact, actual results may differ materially from those projected. The
Company undertakes 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: changes in general economic, business
and political conditions, including changes in the financial markets; 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; the Company’s potential
inability to find suitable acquisition candidates, acquisitions in lines of business that will not
necessarily be limited to the Company’s traditional areas of focus, or difficulties in integrating
acquisitions; the Company’s dependence on operating subsidiaries as a source of cash flow;
significant competition that the Company’s operating subsidiaries face; compliance with extensive
government regulation of the Company’s operating subsidiaries; and other risks detailed in the
“Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the
Company’s Form 10-K and other filings with the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
1.1
|
|
Underwriting Agreement, dated April 14, 2009, between J.P. Morgan Securities Inc. and Goldman,
Sachs & Co., as representatives of the Underwriters named in Schedule 1 thereto, and the Company. |
|
|
|
5.1
|
|
Opinion of Dewey & LeBoeuf LLP. |
|
|
|
23.1
|
|
Consent of Dewey & LeBoeuf LLP (Included in Exhibit 5.1). |