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): April 20, 2010
FIDELITY NATIONAL FINANCIAL, INC.
(Exact name of Registrant as Specified in its Charter)
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| Delaware
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001-32630
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16-1725106 |
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(State or other Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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601 Riverside Avenue
Jacksonville, Florida
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32204 |
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| (Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number, including area code: (904) 854-8100
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
To the extent that the matters described in Item 8.01 below are reportable under Item 1.01,
they are incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
On April 20, 2010, Fidelity National Financial Inc. (“FNF”) and the other owners thereof
agreed to sell Fidelity Sedgwick Holdings, Inc. (“Sedgwick”), FNF’s minority-owned affiliate that
provides claims management services to large corporate and public sector entities. FNF expects to
receive approximately $220 million in proceeds for its ownership interest, resulting in a pre-tax
gain of approximately $95 million. Upon completion of the transaction, funds affiliated with Stone
Point Capital LLC and Hellman & Friedman LLC will together acquire 100% ownership of Sedgwick. The
transaction is expected to close during the second quarter of 2010, subject to customary conditions
and the receipt of regulatory approvals.
The sale will be effected through an Agreement and Plan of Merger (the “Merger Agreement”),
dated as of April 20, 2010, by and among Columbus Midco Holdings, Inc. (“Parent”), a Delaware
corporation, Columbus Mergerco, Inc., a Delaware Corporation and wholly-owned subsidiary of the
Parent (“Sub”), Sedgwick and FNF, as representative for the stockholders of Sedgwick. Concurrent
with the signing of the Merger Agreement, FNF entered into a stockholder agreement with the Parent
and Sub, pursuant to which FNF consented to the adoption of the Merger Agreement, made
representations and warranties relating to, among other things, its equity interest in Sedgwick,
and provided certain waivers, acknowledgments and covenants regarding the transaction.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Agreement and Plan of Merger, dated as of April 20, 2010, by
and among Columbus Midco Holdings, Inc., Columbus Mergerco,
Inc., Fidelity Sedgwick Holdings, Inc. and Fidelity National
Financial, Inc., as stockholder representative |
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99.2
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Stockholder Agreement, dated as of April 20, 2010, by and
among Fidelity National Financial, Inc., Columbus Midco
Holdings, Inc. and Columbus Mergerco, Inc. |
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