Fidelity National Financial today announced final terms and set the record date and distribution date for the distribution of Fidelity National Title Group (Pending NYSE: FNT) common stock to FNF stockholders.
Under the terms of the distribution of FNT common stock, FNF stockholders will receive 0.175 shares of common stock of FNT for each share of common stock of FNF that they own on the record date. No fractional shares of FNT common stock will be issued, but new FNT stockholders will receive cash in lieu of any fractional shares.
No action is required by FNF stockholders to receive their shares of FNT common stock or the cash in lieu of any fractional shares, the company said. After the completion of the distribution of FNT common stock, FNT will trade on the New York Stock Exchange under the trading symbol ‘FNT.’
The distribution will be made on Oct. 17, 2005, to FNF stockholders of record as of Oct. 6, 2005. Because of the nature of the distribution of FNT common stock, the New York Stock Exchange has determined that the ex-dividend date will be Oct.18, 2005, the business day following the distribution date for the common stock of FNT.
FNF stockholders of record on the Oct. 6, 2005, record date who subsequently sell their shares of FNF common stock through the Oct. 17, 2005, distribution date will also be selling their right to receive the distribution of FNT common stock, the company said.
Investors are encouraged to consult with their financial advisors regarding the specific implications of the deferral of the ex-dividend date and the selling of shares of FNF common stock through the distribution date for the common stock of FNT.
The distribution of FNT common stock to FNF stockholders is expected to be taxable to FNF stockholders at the dividend tax rate.
Stockholders are encouraged to consult with their financial advisors regarding the circumstances of their individual tax situation.
As previously disclosed, FNT intends to pay an annual cash dividend of $1 per common share, payable quarterly. The record and payable dates for the initial $0.25 per common share quarterly cash dividend are expected to be declared at the October meeting of the FNT Board of Directors.
Additionally, FNT has paid the previously disclosed $295 million dividend to FNF. This was accomplished through a $150 million intercompany note and $145 million in an extraordinary dividend paid by an insurance subsidiary of FNT. The $150 million intercompany note will be repaid through $150 million in borrowings under a $300 million FNT bank credit facility at the time of the distribution of FNT common stock to FNF stockholders, or shortly thereafter.
FNT intends to issue two $250 million intercompany notes payable to FNF, with terms that mirror the existing FNF $250 million 7.30 percent notes due in August 2011 and the $250 million 5.25 percent notes due in March 2013. FNT may make an exchange offer in which it would offer to exchange the outstanding FNF notes for notes that FNT would issue having the same interest rates, redemption terms and payment and maturity dates. If the exchange offer occurs, the intercompany notes payable will be retired.
Fidelity National Financial provides products and outsourced services to financial institutions and the real estate industry.
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