Item 1.01 Entry into a Material Definitive Agreement.
Supplemental Indenture
On
Pursuant to the terms of the Supplemental Indenture, FNF became a guarantor of FG Life's obligations under the Notes and agreed to fully and unconditionally guarantee the Notes, on a joint and several basis with the guarantors named in the Indenture.
The foregoing summary of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
In connection with the Mergers, FNF issued approximately 27 million shares of
FNF Common Stock and paid approximately
Additionally, all options to purchase Ordinary Shares ("FGL Share Option") and
phantom units denominated in Ordinary Shares ("FGL Phantom Unit"), in each case,
outstanding immediately prior to the effective time of the First Merger (the
"First Effective Time"), were canceled and converted into options to purchase
FNF Common Stock and phantom units denominated in FNF Common Stock at the First
Effective Time (collectively, the "Rollover Awards"), as applicable. The
Rollover Awards are generally subject to the same terms and conditions as the
applicable canceled FGL Share Option or FGL Phantom Unit immediately prior to
the First Effective Time, except that (i) all performance-vesting criteria are
deemed satisfied at the First Effective Time at the levels described in the
Merger Agreement and such Rollover Awards are subject only to time-based vesting
conditions after the First Effective Time, and (ii) immediately prior to the
First Effective Time, additional time-vesting credits were provided to holders
in respect of FGL Share Options and FGL Phantom Units granted prior to
Additionally, each warrant to purchase Ordinary Shares was converted into the
right to purchase and receive upon exercise
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
The Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Mergers and at the First Effective Time, holders of Ordinary Shares immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Cash Consideration or the FNF Common Stock) and accordingly, no longer have any interest in the Company's future earnings or growth.
Item 5.01 Changes in Control of Registrant.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Mergers, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of FNF.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In accordance with the terms of the Merger Agreement, at the First Effective
Time, seven of the nine directors of the Company prior to consummation of the
Mergers (William P. Foley II,
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There are no arrangements or understandings between any of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, upon the consummation of the Mergers, the amended and restated memorandum and articles of association of Merger Sub II immediately prior to the consummation of the Mergers became the memorandum and articles of association of the Company (the "Amended and Restated Memorandum and Articles of Association") and will remain the memorandum and articles of association of the Company until changed or amended as provided therein or pursuant to applicable law.
The Amended and Restated Memorandum and Articles of Association are in a form
appropriate to reflect the Company's status following the Mergers as a
wholly-owned subsidiary of FNF. As such, the Amended and Restated Memorandum and
Articles of Association differ in certain respects from the amended and restated
memorandum and articles of association of the Company immediately prior to the
consummation of the Mergers, which reflected the Company's status prior to the
Mergers as a publicly listed holding company. These differences include the
alteration of the Company's authorised share capital, with the authorised share
capital of the Company set out in the Amended and Restated Memorandum and
Articles of Association as
A copy of the Amended and Restated Memorandum and Articles of Association is attached and incorporated herein by reference as Exhibit 3.1. The foregoing description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Memorandum and Articles of Association.
Item 8.01. Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 7, 2020 , by and amongFGL Holdings , Fidelity National Financial, Inc.,F I Corp. andF II Corp. (incorporated by reference to Annex A to the Proxy Statement ofFGL Holdings filed onApril 27, 2020 ). 2.2 First Amendment to the Agreement and Plan of Merger, dated as ofApril 24, 2020 , by and amongFGL Holdings , Fidelity National Financial, Inc.,F I Corp. andF II Corp. (incorporated by reference to Annex B to the Proxy Statement ofFGL Holdings filed onApril 27, 2020 ). 3.1 Amended and Restated Memorandum and Articles ofAssociation of FGL Holdings. 4.1 Second Supplemental Indenture, dated as ofJune 1, 2020 , among Fidelity National Financial, Inc.,Fidelity & Guaranty Life Holdings, Inc. andWells Fargo Bank, National Association . 99.1 Joint Press Release of Fidelity National Financial, Inc. andFGL Holdings , datedJune 1, 2020 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) - 5 -
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