Fidelity National Title Group, Inc. Announces Changes To Previously Announced Exchange Offers and FNT Indenture
Jacksonville, Fla. -- (January 6, 2006) Fidelity National Title Group, Inc. (NYSE: FNT), the nation's largest title insurance company and a majority-owned, publicly traded subsidiary of Fidelity National Financial, Inc. (NYSE: FNF), today announced several changes to its previously announced exchange offers and to the FNT indenture under which new FNT notes will be issued in the exchange offers.
FNT will remove the exception for liens securing debt in an amount equal to 15 percent of consolidated tangible assets from the limitation on liens covenant in the FNT indenture. Additionally, FNT will add a cross acceleration event of default provision comparable to the provision that was originally included with respect to each series of FNF notes. FNT will also make other conforming changes to the covenants in the FNT indenture to make the covenants under the new FNT indenture consistent with the covenants in the indenture governing the FNF Notes.
FNT also announced that the previously announced offers to exchange the FNF notes for equivalent FNT notes are no longer subject to the receipt of consents from the holders of a majority of the outstanding principal amount of each series of FNF notes. As such, FNT will accept for exchange any and all FNF notes properly tendered. FNT will also eliminate the consent to a waiver of past defaults from the consent solicitation related to the previously announced exchange offers. As before, any holder that properly tenders FNF notes will be deemed to consent to all other amendments to the FNF indenture described in the prospectus for the exchange offers. Lastly, FNT has extended the expiration of the exchange offers from 5:00 p.m. New York City time on Wednesday, January 11, 2006, to 11:59 p.m. New York City time on Friday, January 13, 2006. All other terms and conditions under the exchange offers and related consent solicitation remain the same in all other respects.
This news release is neither an offer to sell nor a solicitation of an offer to buy or exchange any securities, nor shall there be any sale or purchase of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The exchange offers are made solely by the prospectus and consent solicitation statement and the related letter of transmittal and consent, and are subject to the conditions set forth therein.
Fidelity National Title Group, Inc. is the nation's largest title insurance company. The Company's title insurance underwriters -- Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title -- issue approximately 31 percent of all title insurance policies in the United States. Through its direct operations and agencies, the Company provides title insurance in 49 states, the District of Columbia, Guam, Mexico, Puerto Rico, the U.S. Virgin Islands and Canada. In 2005, FNT also acquired Service Link, a leading provider of title and closing services to major financial institutions and lenders, including six of the top 10 lending institutions in the United States ranked by loan origination volume. More information about Fidelity National Title Group can be found at www.fntg.com
This press release contains statements related to future events and expectations and, as such, constitutes forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of FNF or FNT to be different from those expressed or implied above. FNF and FNT expressly disclaim any duty to update or revise forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, the effect of governmental regulations, the economy, competition, the possibility that the conditions for the exchange offers will not be met or that the anticipated benefits of the exchange offers will not be obtained and other risks detailed from time to time in the "Management's Discussion and Analysis" section of FNT's Form 10-K and other reports and filings with the Securities and Exchange Commission.
SOURCE: Fidelity National Title Group, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, Fidelity National Financial, Inc., 904-854-8120, dkmurphy@fnf.com