Fidelity National Financial, Inc. Announces Signing Of A Merger Agreement To Acquire FGL Holdings For $12.50 Per Share In Combination Of Cash And FNF Common Stock
FNF currently owns 7.9% of F&G's outstanding ordinary shares and all of F&G's Series B Preferred shares, and will acquire the remaining F&G Series A preferred shares, with a face value of approximately
"We are excited to announce our plans to acquire
"Through our minority ownership position in F&G, we have come to know the business well and have developed great respect for
"We are pleased with the agreement reached with FNF and are proud of all F&G has accomplished." commented
The acquisition of F&G offers FNF entry to an industry with strong secular growth tailwinds that FNF expects will perform well in economic environments which are challenging for title insurance.
- Diversification of cash and income streams away from title insurance, in a transaction that is immediately accretive to earnings and cash flow.
- Predictable countercyclical F&G income that performs best in a rising long term rate environment.
- Attractive retirement insurance business with strong growth tailwinds as demand for retirement insurance products are propelled by an aging demographic.
- An opportunity to leverage FNF's strong capital allocation skills in an adjacent, consolidating insurance industry to drive sustained free cash flow returns.
- F&G's management team and unique, deep relationship with Blackstone provides meaningful differentiation from competitors. In anticipation of the transaction, F&G is enhancing and extending its long-term investment management partnership with Blackstone, which will continue under FNF and includes Blackstone's world-class, embedded investment support functions. Blackstone has helped F&G successfully reposition its portfolio to achieve higher investment performance while minimizing risk and upgrading its financial strength rating.
The closing of the transaction is subject to certain closing conditions, including the approval by F&G stockholders, federal and state regulatory approvals, and the satisfaction of other customary closing conditions. Closing is expected to be in the second or third quarter of 2020.
F&G is a leading provider of annuity and life insurance products, providing deferred annuities, including fixed indexed annuity contracts and fixed rate annuity contracts, immediate annuities and indexed universal life insurance.
FNF will host a call with investors and analysts to discuss the
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future 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 financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake 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; weakness or 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; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on distributions from our title insurance underwriters as a main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; the risk that F&G stockholders may not adopt the merger agreement; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the closing conditions to the proposed merger may not be satisfied in a timely manner; the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized; 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
Additional Information about the Proposed Transaction and Where to Find It:
This press release relates to a proposed transaction between FNF and F&G which may become the subject of a registration statement and relevant solicitation materials filed by FNF with the
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Jamie Lillis, Managing Director, Solebury Trout, 203-428-3223, firstname.lastname@example.org