Fidelity National Financial Announces Record Date, Payout Ratio and Payout Date for Distribution of Approximately 15% of F&G Annuities & Life, Inc. Shares to FNF Shareholders
JACKSONVILLE, Florida., November 10, 2022 /PRNewswire/ – Fidelity National Financial, Inc. (NYSE: FNF) (“FNF” or the “Company”), a leading provider of title insurance and transaction services for the real estate and mortgages and a leading provider of insurance solutions serving retail annuity and life insurance customers and institutional clients through FNF’s wholly owned subsidiary, F&G Annuities & Life, Inc. (“F&G”), today announced that its board of directors has set the record date, payout ratio and expected distribution date for the pro rata distribution of approximately 15% of the common stock outstanding from F&G to FNF shareholders. Following the distribution, FNF will retain control of F&G through an approximate 85% ownership interest.
The record date for determining FNF shareholders entitled to receive F&G common stock under the distribution will be the close of business on November 22, 2022.
FNF shareholders will receive 68 shares of F&G common stock for every 1,000 shares of FNF common stock held at the close of business on the record date. The distribution will be in book-entry form. FNF expects the distribution to take place on December 1, 2022. FNF shareholders will not be required to take any action to receive the F&G distribution, which means that FNF shareholders will not have to surrender or exchange FNF common stock to receive F&G common stock.
The distribution of F&G common stock (and cash in lieu of any fractional stock) will be treated as a taxable distribution for US federal income tax purposes. Any registered holder who sells his or her common shares of FNF on or before the distribution date of the December 1, 2022 will sell their right to F&G common stock to the purchaser of their FNF common stock. Holders are encouraged to consult their financial and tax advisors regarding the consequences of buying, selling or holding securities, including those described in this press release.
Currently, there is no trading market for F&G common stock. F&G seeks to list its common stock on the New York Stock Exchange (the “NYSE”) under the symbol “FG” provided that it complies with all applicable listing standards on the date it begins trading at the NYSE. F&G intends to satisfy all requirements of this listing. The Company expects the common stock of F&G to begin trading on an “when issued” basis on the NYSE under the symbol “FG WI” one business day prior to the record date. “Regular” trading of F&G common stock on the NYSE is expected to begin on December 1, 2022 under the symbol “FG”. Following the separation and distribution, FNF will continue to trade on the NYSE under the symbol “FNF”.
Completion of the distribution of F&G stock to FNF stockholders is subject to the satisfaction of certain conditions, including that a registration statement on Form 10 filed by F&G with the United States Securities and Exchange Commission be declared effective. F&G Annuities & Life, Inc.’s registration statement on Form 10, including any amendments thereto, may be viewed at www.sec.gov.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. (NYSE: FNF) is a leading provider of title insurance and transaction services for 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 – who collectively issue more title insurance policies. title insurance than any other title company in United States. For more information about FNF, visit www.fnf.com.
F&G is part of the FNF family of companies. F&G is committed to helping Americans turn their aspirations into reality. Founded at Des Moines, Iowa. For more information, please visit www.fglife.com.
Forward-looking statements and risk factors
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, including the ability to complete separation, distribution and listing at the NYSE. Forward-looking statements are based on management’s beliefs, as well as assumptions made by management and information currently available to it. Because these statements are based on expectations about 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 to which the forward-looking statements are subject include, but are not limited to: the diversion of management’s attention and the potential impact of the completion of the F&G Transaction on relationships, including with employees, suppliers, customers and competitors; our ability to successfully realize the expected benefits of separation and distribution; the ability to satisfy all necessary conditions (including applicable regulatory approvals) to complete the separation and distribution within the estimated time frame or at all; the final terms and conditions of the separation and distribution, including the nature of the agreements and arrangements between FNF and F&G following such transaction, the costs of such transaction, and the nature and amount of debt incurred by F&G; changes in general economic, business, political crisis, war and COVID-19 conditions, including changes in financial markets; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or rising interest rates, a limited supply of mortgage financing or a weak US economy; our potential inability to find suitable acquisition candidates; our reliance on distributions from our title insurance policyholders as a primary source of cash flow; the significant competition that F&G and our operating subsidiaries face; compliance with extensive government regulations of our operating subsidiaries; and other risks detailed in “Statement Regarding Forward-Looking Information”, “Risk Factors” and other sections of FNF’s Form 10-K and other filings with the Securities and Exchange Commission (SEC).
SOURCEFidelity National Financial, Inc.; F&G Annuities & Life, Inc. (formerly listed as FGL Holdings)
Lisa Foxworthy Parker
Senior Vice President of Investor and External Relations
FNF shareholders contact, before the distribution:
F&G shareholders contact, after the distribution:
SOURCE FNF; FGL Holdings