Fidelity National Financial, Inc. Announces Commencement of Consent Solicitation

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Fidelity National Financial, Inc. (FNF) has announced the commencement of separate and distinct consent solicitations for each of its Senior Notes due in 2028, 2030, 2031, and 2051. These solicitations aim to effect a specific amendment to the indenture governing each series of notes, as detailed below. As of April 12, 2024, the outstanding principal amounts for each series of notes are as follows: $450,000,000 for the 2028 Notes, $650,000,000 for the 2030 Notes, $600,000,000 for the 2031 Notes, and $450,000,000 for the 2051 Notes.

The proposed amendment to the indenture would introduce a clause to the corporate existence covenant, allowing FNF to redomesticate, by conversion, from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada (the “Redomestication”). Details of the Redomestication are outlined in FNF’s preliminary proxy statement filed with the Securities and Exchange Commission on April 15, 2024. The amendment would not alter any other terms of the indenture.

Each consent solicitation will expire at 5:00 p.m., New York City time, on April 22, 2024, subject to extension or earlier termination by FNF. Holders who deliver valid consents before the expiration time (and do not revoke such consents) will receive a consent fee of $1.00 in cash per $1,000 principal amount of notes. However, no consent fee will be paid if the requisite consents for a series of notes are not received if the solicitation is terminated, or if the Redomestication is abandoned or not completed for any reason.

The Redomestication may be achieved through a conversion to a Nevada corporation or other transaction structures, including a merger with a Nevada corporation. FNF reserves the right to consider alternative methods of redomestication, such as a merger, if the consent solicitations are unsuccessful. Holders of the notes may revoke their consents at any time before the expiration time or, if earlier, the effective time.

Approval of the proposed amendment for each series of notes requires the consent of holders representing a majority in the aggregate principal amount of each series of notes outstanding as of April 12, 2024. If the requisite consents are received for a series of notes, the proposed amendment will become effective for that series, subject to the completion of the Redomestication and satisfaction of other conditions.

BofA Securities is acting as the Solicitation Agent, while D.F. King & Co., Inc. serves as the Information Agent and Tabulation Agent. Questions regarding the consent solicitations can be directed to BofA Securities, and assistance in delivering consents or obtaining additional copies of the Consent Solicitation Statement can be obtained from D.F. King & Co., Inc.

This announcement does not constitute an offer to purchase or a solicitation of consents. The consent solicitations are made solely pursuant to the Consent Solicitation Statement, subject to its terms and conditions. No recommendation is made regarding whether holders of the notes should consent to the proposed amendment, and FNF reserves the right to terminate or modify any of the consent solicitations in its sole discretion.