Business Context and Reporting Period
This Form 8-K, dated November 9, 2006, reports the completion of a merger between Fidelity National Information Services, Inc. ("FIS") and former Fidelity National Financial, Inc. ("Old FNF"). Following the merger, the registrant changed its corporate name from "Fidelity National Title Group, Inc." to "Fidelity National Financial, Inc." and its NYSE trading symbol from "FNT" to "FNF". The separate corporate existence of Old FNF ceased on this date.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. Financial data regarding the acquired business (Old FNF) is incorporated by reference from its Form 10-K for the year ended December 31, 2005, and its Form 10-Q for the quarter ended September 30, 2006. Unaudited pro forma combined financial information is attached as Exhibit 99.8 but is not detailed in the text of this summary.
Material Changes
- Corporate Structure: Old FNF merged into FIS, resulting in the cessation of Old FNF's separate existence.
- Identity: The registrant's name changed to Fidelity National Financial, Inc., and the stock ticker changed to FNF.
- Agreements: Various intercompany agreements with Old FNF were terminated. New or amended agreements were executed with FIS to reflect the post-merger structure.
Outlook, Risks, and Unusual Items
The filing details the execution of several new intercompany agreements effective November 9, 2006, to manage the relationship between the Company and FIS:
- Corporate Services: Amended agreements for mutual support services (accounting, legal, HR, etc.) with a two-year term from the merger closing, removing automatic termination triggers upon change of control.
- Real Estate: An amended lease for approximately 89,754 square feet at 601 Riverside Avenue, Jacksonville, FL, at $23.05 per square foot annually, expiring December 31, 2007. A new property management agreement for "Building V" was established with an annual fee of $20.19 per square foot.
- Sublease: A sublease agreement for Building V mirroring the main lease terms to ensure campus-wide cost pricing.
- Telecommunications: An agreement for the Company to reimburse FIS for its pro rata share of campus telecommunications costs based on employee count.
- Aircraft: A cost-sharing agreement allowing both parties to utilize each other's corporate aircraft with reimbursement for actual costs.
Investor Verification Checklist
- Verify the details of the Unaudited Pro Forma Combined Financial Information in Exhibit 99.8 to understand the combined entity's financial position.
- Review the incorporated financial statements of Old FNF (Form 10-K for 2005 and Form 10-Q for Q3 2006) for historical performance data.
- Confirm the terms of the new intercompany agreements (Exhibits 99.1 through 99.7) to assess ongoing related-party transaction risks and cost structures.
- Monitor the expiration dates of the new lease and service agreements, which are set to expire on December 31, 2007.