FNFV Announces Plan to Distribute Shares of New Remy Common Stock Tax-Free to FNFV Shareholders; Distribution Valued at Approximately $369 Million
Jacksonville, Fla. -- (September 8, 2014) -- Fidelity National Financial Ventures (NYSE:FNFV), a tracking stock established to highlight the inherent value of the portfolio company investments of Fidelity National Financial, Inc. (NYSE:FNF) today announced a plan ("the Distribution Plan") to distribute to FNFV shareholders the shares of Remy International, Inc. (NASDAQ:REMY) common stock that FNFV currently owns and the value of Fidelity National Technology Imaging, LLC ("FNTI"), an FNFV subsidiary engaged in the document conversion business.
Under the Distribution Plan, FNFV shareholders will ultimately receive a total of 16,615,359 shares of New Remy Holdco Corp. ("New Remy Holdco") common stock, or approximately 0.18117 shares of New Remy Holdco common stock for each share of FNFV that they own.
More specifically under the Distribution Plan, FNFV will contribute all of the 16,342,508 shares of Remy common stock that FNFV currently owns and FNTI into a newly formed corporation known as New Remy Corp. ("New Remy"). New Remy will then be distributed to FNFV shareholders. Immediately following the distribution of New Remy to FNFV shareholders, New Remy and Remy will engage in a series of stock-for-stock transactions ending with a new publicly-traded holding company, New Remy Holdco. It is anticipated that immediately following the series of stock-for-stock transactions, New Remy Holdco will change its name to Remy International, Inc. and its shares will be traded on the NASDAQ stock market under the trading symbol "REMY". Remy's common stock closed at $22.19 per share on Friday, September 5, 2014.
Remy currently has approximately 32 million shares of common stock outstanding and at the conclusion of the Distribution Plan, New Remy Holdco will have approximately 32.3 million shares of common stock outstanding. The distribution of New Remy to FNFV shareholders should be tax-free to both FNFV and FNFV shareholders and the subsequent mergers of New Remy and Remy and the resulting receipt of 16,615,359 shares of New Remy Holdco common stock by FNFV shareholders will be tax-free to FNFV shareholders.
The Distribution Plan is subject to customary closing conditions, including filing of a registration statement with the SEC and Remy shareholder approval. The Distribution Plan is expected to close in December 2014 or in the first quarter of 2015.
"We are very excited to announce the tax-free distribution of Remy common stock to FNFV shareholders," said FNF Chairman William P. Foley, II. "We believe this is a tax efficient way of conveying the value of Remy directly to FNFV shareholders and this distribution will significantly increase both the float and trading liquidity in Remy's common stock. We believe a completely independent Remy with a fully-distributed common stock will better enable Remy to pursue its strategic plans and be a catalyst for creating additional long-term value for its shareholders."
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Nothing in this press release shall constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, 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. New Remy Holdco plans to file with the SEC a Registration Statement on Form S-4 in connection with the transactions, and Remy plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus in connection with the transactions. In addition, New Remy plans to file with the SEC a registration statement on Form S-1 or on Form 10 in connection with the transactions. The Registration Statements and the Proxy Statement/Prospectus will contain important information about Remy, New Remy Holdco, New Remy, FNF and their affiliates, the transactions and related matters. Investors and security holders are urged to read the Registration Statements and the Proxy Statement/Prospectus carefully when they are available.
Investors and security holders will be able to obtain free copies of the Registration Statements and the Proxy Statement/Prospectus and other documents filed with the SEC by the parties through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the Registration Statements from Remy by contacting Remy International, Inc., 600 Corporation Drive, Pendleton, IN 46064, Attn: Investor Relations, Telephone (765) 778-6499 or from FNF by contacting Fidelity National Financial, Inc. 601 Riverside Avenue, Jacksonville, FL 32204, Attention: Investor Relations, Telephone (904) 854-8120.
This communication 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, 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.
Fidelity National Financial Ventures (NYSE:FNFV) is a tracking stock designed to track and reflect the economic and financial performance of FNFV's portfolio company investments. Those investments include Ceridian HCM, a human resources and payroll processing company, Comdata, a provider of electronic payment solutions, American Blue Ribbon Holdings, the eighth largest full service restaurant company in the U.S., J. Alexander's, an upscale casual dining company, Remy International, a manufacturer, remanufacturer and distributor of vehicle starters and alternators and Digital Insurance, an employee benefits management company. FNFV was distributed to FNF shareholders on June 30, 2014.
Fidelity National Financial, Inc. (NYSE:FNF), is a leading provider of title insurance, technology 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. FNF also provides industry-leading mortgage technology solutions and transaction services, including MSP®, the leading residential mortgage servicing technology platform in the U.S., through its majority-owned subsidiaries, Black Knight Financial Services, LLC and ServiceLink Holdings, LLC. More information about FNF can be found at www.fnf.com
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; 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 Securities and Exchange Commission.
SOURCE: Fidelity National Financial, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President and Treasurer, 904-854-8120,