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): November 18, 2022
(Exact name of Registrant as Specified in its Charter)
(Commission File Number)
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |||||||
(Addresses of Principal Executive Offices)
(904 ) 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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| 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 | Name of Each Exchange on Which Registered | ||||||||||||
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 ☐
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. ☐
| Item 7.01. | Regulation FD Disclosure | |||||||
On November 18, 2022, Fidelity National Financial, Inc. ("FNF") issued a press release announcing that it has entered into a definitive transaction agreement with Black Knight, Inc. ("Black Knight") to acquire its TitlePoint line of business ("TitlePoint") for $225 million in cash, subject to a customary working capital adjustment as set forth in the definitive transaction agreement.
The completion of the TitlePoint transaction is subject to customary closing conditions and is expected to close in December 2022. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits | |||||||
(d) Exhibits
| Exhibit | Description | |||||||||||||
| 99.1 | ||||||||||||||
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
SIGNATURE
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 thereunto duly authorized.
Fidelity National Financial, Inc. | |||||||||||||||||
| Date: | November 18, 2022 | By: | /s/ Anthony J. Park | ||||||||||||||
| Name: | Anthony J. Park | ||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||
Fidelity National Financial to Acquire TitlePoint from Black Knight
Jacksonville, Fla., (November 18, 2022) -- Fidelity National Financial, Inc. (NYSE: FNF) (“FNF”), a leading provider of title insurance and transaction services to the real estate and mortgage industries and a leading provider of insurance solutions serving retail annuity and life customers and institutional clients through FNF's wholly-owned subsidiary, F&G Annuities & Life, Inc. ("F&G"), today announced it has agreed to acquire TitlePoint from Black Knight, Inc. (NYSE: BKI) (“Black Knight”) for $225 million in cash. TitlePoint, which enables searches for detailed property information, images of documents and maps from hundreds of counties across the U.S. and is a leader in the science of real estate property research technology, has been part of Black Knight’s Data & Analytics segment since 2014.
“The acquisition of TitlePoint is just one more way FNF is investing in, expanding, and integrating property data, images, and search technology into FNF’s existing assets,” said Mike Nolan, CEO, Fidelity National Financial. “Combined with other FNF digital technologies, this acquisition improves productivity and automation and streamlines the manufacturing of title plant information across our industry leading footprint.”
The completion of the TitlePoint transaction is expected to close in December 2022, subject to customary closing conditions.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. (NYSE: FNF) is a leading provider of title insurance and transaction services to the real estate and mortgage industries. FNF is the nation’s largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo Title and National Title of New York - that collectively issue more title insurance policies than any other title company in the United States. More information about FNF can be found at fnf.com.
FNF-G
SOURCE Fidelity National Financial, Inc.
CONTACT:
Lisa Foxworthy-Parker
SVP of Investor & External Relations
Investors@fnf.com
515.330.3307
©2022 Fidelity National Financial