Fidelity National Financial, Inc. Announces a Leveraged Recapitalization Plan for Fidelity National Information Services, Inc.
December 9, 2004
Offers Special $10 Per Share Cash Dividend to FNF Stockholders
JACKSONVILLE, Fla., /PRNewswire-FirstCall/ -- Fidelity National Financial, Inc. today announced that its Board of Directors has approved a plan to recapitalize its subsidiary, Fidelity National Information Services, Inc. ("FIS") and to pay a special cash dividend to FNF stockholders. FIS is the holding company for FNF's technology solutions, processing services and information services businesses.
Under the terms of the recapitalization plan, FIS will enter into up to $2.8 billion in senior secured credit facilities, for which indicative commitments have been received, with a consortium of participating lenders. The proceeds of those senior secured credit facilities, which will not be guaranteed by FNF, will be fully drawn at closing. FIS will repay all the debt outstanding under its existing credit facility and will distribute up to $2.7 billion to FNF. The cash distribution from FIS to FNF is expected to constitute a return of FNF's tax basis in FIS and, as such, will constitute a tax-free transaction for FNF. The recapitalization transaction is expected to close in the first quarter of 2005.
Upon the successful completion of the recapitalization of FIS, FNF will pay a special $10 per share cash dividend to FNF stockholders. It is anticipated that the $10 per share special cash dividend to FNF stockholders will be declared and paid during the first quarter of 2005. The $10 per share special cash dividend to FNF stockholders will require approximately $1.8 billion of the expected up to $2.7 billion cash distribution from FIS. The remaining proceeds will be used to repay FNF bank debt and for other general corporate purposes, including the potential repurchase of FNF stock.
Additionally, FNF also announced that FIS has signed a letter of intent to sell a combined 25 percent minority equity interest in the common stock of FIS to Thomas H. Lee Partners, L.P. ("THL") and Texas Pacific Group ("TPG") for a total purchase price of $500 million, resulting in an implied enterprise value for FIS of $4.8 billion, assuming $2.8 billion of outstanding FIS indebtedness at closing. The sale of the minority equity interest in FIS will result in a gain of approximately $375 million for FNF. The closing of the sale of the minority equity interest in FIS is subject to certain conditions, including the signing of a definitive stock purchase agreement. Under the proposed agreement, William P. Foley, II would remain Chairman of the Board and Chief Executive Officer of FIS and THL and TPG would receive proportional representation on the FIS Board of Directors. The recapitalization of FIS and the special cash dividend to FNF stockholders are not contingent upon the consummation of the sale of the 25 percent minority equity interest in FIS to THL and TPG. In the event the minority equity interest sale is not completed, FNF still intends to proceed with the recapitalization and special $10 per share cash dividend, although it is expected that the total amount borrowed by FIS would be less than $2.8 billion.
"We have investigated a significant number of alternatives to begin to recognize the embedded value of FIS, our financial processing business," said Chairman and Chief Executive Officer William P. Foley, II. "We believe that the recapitalization of FIS and subsequent $10 per share special cash dividend to FNF stockholders provides significant, immediate value to our stockholders, while allowing FNF to recoup its entire investment in FIS in a tax effective manner. Additionally, the investment in FIS by respected private equity investors THL and TPG is another step in unlocking the value of FIS by providing an independent, third-party valuation for FIS that could result in meaningful current value creation for FNF and our stockholders, while retaining 75 percent of the benefit from the future growth and success of FIS."
FNF will hold a conference call at 10:30 a.m. ET on Thursday, December 9, 2004 to discuss the transactions disclosed in this press release. Those wishing to participate via the webcast should access the call through FNF's Investor Relations website at http://www.fnf.com/ . The webcast will include two Powerpoint slides that provide detail on the sources and uses of cash for both FIS and FNF as a result of the announced transactions. Those wishing to participate via the telephone may dial-in at 800-762-4758 (USA) or 480-629-9035 (International). The conference call replay will be available via webcast through FNF's Investor Relations website at http://www.fnf.com/ . The telephone replay will be available from 2:00 p.m. Eastern Time on December 9, 2004 through December 16, 2004 by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 760896.
Source: Fidelity National Financial, Inc.