Fidelity National gets needed consents to amend four series of notes

By Marisa Wong

Los Angeles, April 23 – Fidelity National Financial, Inc. announced the successful completion of its separate consent solicitations launched April 16 for each of its $450 million 4.5% senior notes due 2028, $650 million 3.4% senior notes due 2030, $600 million 2.45% senior notes due 2031 and $450 million 3.2% senior notes due 2051.

As of 5 p.m. ET on April 22, the expiration time, the company had received consents from a majority in principal amount of each series of notes for the adoption of the proposed amendment, according to a Tuesday press release.

A supplemental indenture giving effect to the proposed amendment with respect to each series of notes will be executed promptly, the company said.

As previously reported, the proposed amendment adds a clause to the corporate existence covenant permitting the company to redomesticate, by conversion, from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada. All other terms of the indenture would remain unchanged. The company believes there are important reasons the redomestication is in the best interest of the company and its shareholders.

Approval of the proposed amendment for each series of notes required the consent of the holders of a majority in principal amount of the outstanding notes of that series.

The company will pay a consent fee of $1.00 in cash per $1,000 principal amount, payable only immediately prior to consummation of the redomestication. No consent fee will be paid with respect to a series of notes if the requisite consents for that series are not received, if the applicable consent solicitation is terminated prior to the applicable effective time (when the required consents are received) or if the company abandons the redomestication or if it is not completed for any reason whatsoever.

The company said it is not required to consummate the redomestication even if it has received the necessary consents for any or all series of notes and the approval of its shareholders.

If the redomestication is abandoned or the conditions to these consent solicitations are not satisfied or waived, then no consent fee shall be payable.

In addition, if the redomestication is achieved using transaction structures other than by way of a conversion to a Nevada corporation, the company will not require consents from noteholders, and the consent fee will not be paid.

The solicitation agent is BofA Securities (888 292-0070 or 980 387-3907).

D.F. King & Co., Inc. (888 628-9011 or 212 269-5550; fnf@dfking.com) is information agent and tabulation agent.

The title insurance company is based in Jacksonville, Fla.

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