JACKSONVILLE, Fla.,
Oct. 25, 2013 /PRNewswire/
-- Lender Processing Services, Inc. (NYSE: LPS), a leading
provider of integrated technology, services, data and analytics to
the mortgage and real estate industries, today announced that
Fidelity National Financial, Inc. (NYSE: FNF) has exercised its
option to further adjust the consideration mix in its previously
announced acquisition of LPS by further increasing the cash
component of the total consideration by approximately $511 million and correspondingly decreasing the
stock component of the total consideration by an equal amount,
subject to and conditioned upon the consummation of the previously
announced public offering by FNF of 17,250,000 shares of its
common stock at a price of $26.75 per
share (the "FNF Equity Offering"). In the event that the FNF
Equity Offering is not consummated, FNF will increase the cash
component of the total consideration by approximately $12 million and correspondingly decrease the
stock component of the total consideration by an equal
amount.
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In the event that the FNF Equity Offering is consummated, the
increase in the cash component of the total consideration will be
funded through the proceeds from the FNF Equity Offering. In
the event that the FNF Equity Offering is not consummated, the
increase in the cash component of the total consideration will be
funded through cash on hand and a new bridge financing commitment
which replaced the equity financing commitments from affiliates of
Thomas H. Lee Partners, L.P. In either case, the total
consideration will be unchanged and the additional cash component
will be offset by an equal reduction in the stock component of the
total consideration.
On May 28, 2013, LPS signed a
definitive agreement under which FNF will acquire all of the
outstanding stock of LPS for $33.25
per common share, for a total equity value of approximately
$2.9 billion. On June 19, 2013, FNF previously notified LPS that
it was exercising its option to increase the cash component of the
total consideration from $16.625 per
share of LPS common stock to $22.303
per share of LPS common stock and correspondingly decrease the
stock component of the total consideration.
Under the definitive agreement, FNF's shares of common stock
have been valued at $25.489 per share
(the "Reference Price"). Based on the increased cash component
of the total consideration, that now represents a fixed exchange
ratio of 0.20197 shares of FNF common stock for each share of
LPS common stock in the event that the FNF Equity Offering is
consummated, or of 0.42414 shares of FNF common stock for each
share of LPS common stock in the event that the FNF Equity Offering
is not consummated.
Based on today's announcement, if FNF's average common stock
price at closing is greater than $26.763, the exchange ratio will be adjusted to
reflect the increased value that would have been received at
closing without today's increase in the cash
consideration. Assuming the FNF Equity Offering is
consummated, if FNF's average common stock price at closing is
greater than $24.215 but less than
$26.763, the exchange ratio remains
fixed at 0.20197 per share of LPS common stock. If FNF's
average common stock price at closing is between $20.00 and $24.215 per share, FNF will increase
the number of shares of FNF common stock to be received by LPS
stockholders such that LPS stockholders receive a minimum of
$4.891 per share in value on the
stock portion of the consideration. If FNF's average common
stock price at closing is less than $20.00, the exchange ratio will be fixed at
0.24455 per share of LPS common stock. If the FNF Equity Offering
is not consummated, the exchange ratio will be determined as set
forth in the definitive agreement. Whether or not the FNF
Equity Offering is consummated, if FNF's average common stock price
at closing is less than $20.00, LPS
will have a right to terminate the transaction. Although FNF
may elect to further alter the consideration mix, FNF does not
currently anticipate doing so.
The transaction is subject to approval by LPS stockholders,
approvals from applicable federal and state regulators and
satisfaction of other customary closing conditions. As a
result of FNF's election to further increase the cash component of
the total consideration and correspondingly decrease the stock
component of the total consideration, the transaction no longer
requires the approval of FNF stockholders. Closing of the
transaction is currently expected to occur at or around the end of
2013.
About LPS
Lender Processing Services (NYSE: LPS) delivers comprehensive
technology solutions and services, as well as powerful data and
analytics, to the nation's top mortgage lenders, servicers and
investors. As a proven and trusted partner with deep client
relationships, LPS provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements and mitigate risk. These
integrated solutions support origination, servicing, portfolio
retention and default servicing. LPS' servicing solutions include
MSP, the industry's leading loan-servicing platform, which is used
to service approximately 50 percent of all U.S. mortgages by dollar
volume. LPS also provides proprietary data and analytics for the
mortgage, real estate and capital markets industries.
LPS is a Fortune 1000 company headquartered in Jacksonville, Fla. For more information,
please visit www.lpsvcs.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
acquisition of LPS by FNF, the expected timetable for completing
the transaction, benefits and synergies of the transaction, future
opportunities for the combined company and products and any other
statements regarding FNF's and LPS' future expectations, beliefs,
plans, objectives, financial conditions, assumptions or future
events or performance that are not historical facts are
"forward-looking" statements made within the meaning of Section 21E
of the Securities Exchange Act of 1934. These statements are often,
but not always, made through the use of words or phrases such as
"believe," "anticipate," "should," "intend," "plan," "will,"
"expect(s)," "estimate(s)," "project(s)," "positioned," "strategy,"
"outlook" and similar expressions. All such forward-looking
statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the
statements. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
statements are the following: the ability to consummate the
proposed transaction; the risk that the FNF Equity Offering will
not close; the ability to obtain requisite regulatory and
stockholder approval and the satisfaction of other conditions to
the consummation of the proposed transaction; the ability of FNF to
successfully integrate LPS' operations and employees and realize
anticipated synergies and cost savings; the potential impact of the
announcement or consummation of the proposed transaction on
relationships, including with employees, suppliers, customers and
competitors; FNF and LPS are subject to intense competition and
increased competition is expected in the future; LPS' ability to
adapt its services to changes in technology or the marketplace; the
impact of changes in the level of real estate activity (including,
among others, loan originations, and refinancings in particular,
and foreclosures) on demand for certain of LPS' services; LPS'
ability to maintain and grow its relationship with its customers;
the effects of LPS' substantial leverage on its ability to make
acquisitions and invest in its business; the level of scrutiny
being placed on participants in the foreclosure business; risks
associated with federal and state enforcement proceedings,
inquiries and examinations currently underway or that may be
commenced in the future with respect to LPS' default management
operations, and with civil litigation relating to these matters;
changes to the laws, rules and regulations that regulate LPS'
businesses as a result of the current economic and financial
environment; changes in general economic, business and political
conditions, including changes in the financial markets; the impact
of any potential defects, development delays, installation
difficulties or system failures on LPS' business and reputation;
and risks associated with protecting information security and
privacy. Additional information concerning these and other factors
can be found in LPS' and FNF's filings with the Securities and
Exchange Commission ("SEC"), including LPS' and FNF's most recent
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and the preliminary joint proxy
statement/prospectus filed with the SEC on August 30, 2013. FNF and LPS assume no
obligation to update the information in this communication, except
as otherwise required by law. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only
as of the date hereof and LPS undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of LPS by FNF. In connection
with the proposed acquisition, LPS and FNF have filed and intend to
file relevant materials with the SEC, including FNF's registration
statement on Form S-4 filed on August 30,
2013 that included a preliminary joint proxy statement of
FNF and LPS that also constitutes a preliminary prospectus of FNF.
Investors and security holders are urged to read all relevant
documents filed with the SEC, including the definitive joint proxy
statement/prospectus (when it becomes available), because they will
contain important information about the proposed transaction.
Investors and security holders are able to obtain the documents
(once available) free of charge at the SEC's website,
http://www.sec.gov, or for free from LPS by contacting Nancy Murphy, LPS Vice President, Investor
Relations, 904.854.8640, Nancy.Murphy@lpsvcs.com, or for free from
FNF by contacting Daniel Kennedy
Murphy, FNF Senior Vice President and Treasurer,
904-854-8120, dkmurphy@fnf.com. Such documents are not currently
available.
Participants in Solicitation
FNF and its directors, executive officers and certain employees,
and LPS and its directors, executive officers and certain
employees, may be deemed to be participants in the solicitation of
proxies from the holders of LPS common stock in respect of the
proposed transaction. Information about LPS' directors and
executive officers is set forth in the proxy statement for LPS'
2013 Annual Meeting of stockholders, which was filed with the SEC
on April 9, 2013. To the extent
holdings of LPS securities have changed since the amounts contained
in the proxy statement for LPS' 2013 Annual Meeting of
stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information about FNF's directors and executive officers is set
forth in the proxy statement for FNF's 2013 Annual Meeting of
stockholders, which was filed with the SEC on April 12, 2013. To the extent holdings of FNF
securities have changed since the amounts contained in the proxy
statement for FNF's 2013 Annual Meeting of stockholders, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Investors may obtain
additional information regarding the interest of such participants
by reading the preliminary joint proxy statement/prospectus
regarding the acquisition which was filed by FNF with the SEC on
August 30, 2013. These documents
(when available) may be obtained free of charge from the SEC's
website http://www.sec.gov, or from LPS and FNF using the contact
information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
SOURCE Lender Processing Services, Inc.