Item 1.01 Entry into a Material Definitive Agreement.
On September 17, 2021, Fidelity National Financial, Inc. (the "Company")
completed its public offering of $450 million aggregate principal amount of its
3.200% Notes due September 17, 2051 (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 14, 2021, 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 14, 2021 (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 seventh supplemental indenture to the
Indenture (the "Seventh 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 3.200% per annum and is
payable on March 17 and September 17 of each year, commencing March 17, 2022.
The Notes mature on September 17, 2051. The terms of the Notes are further
described in the Prospectus.
The net proceeds from the offering of the Notes were approximately $444 million,
after deducting underwriting discounts and commissions and offering expenses
payable by the Company. The Company will use the net proceeds from the offering
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 Seventh Supplemental Indenture and Notes is not
complete and is qualified in its entirety by the full text of the Seventh
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
1.1 Underwriting Agreement, dated as of September 14, 2021, 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 Seventh Supplemental Indenture, dated as of September 17, 2021,
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)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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