FNF Gains Noteholder Consent For Indenture Amendments Tied To Redomestication Plan

(RTTNews) - Fidelity National Financial, Inc. (FNF) announced the successful completion of its previously disclosed consent solicitations for its 4.500% Senior Notes due 2028, 3.400% Senior Notes due 2030, 2.450% Senior Notes due 2031, and 3.200% Senior Notes due 2051.

As of 5:00 p.m. ET on June 3, 2025, the company secured majority consents from holders of each note series to adopt a proposed amendment to the governing indenture.

The consent solicitations, outlined in the May 28, 2025 Consent Solicitation Statement, will be formalized through a supplemental indenture for each series. Once executed, these indentures will be binding agreements between the company and its trustee.

Prior to the company's planned redomestication—by conversion from a Delaware to a Nevada corporation—FNF will pay a Consent Fee to noteholders who submitted valid, unretracted consents before the deadline. However, no fee will be paid if the solicitations are terminated, the redomestication is abandoned, or if the move is not completed for any reason. The company clarified it is not obligated to complete the redomestication, even if consents and shareholder approvals are in hand. If the redomestication is abandoned or conditions unmet, the proposed amendments will not become operative and no fees will be paid.

Wednesday, FNF closed at $54.11, down 1.01%, and slipped further in after-hours trading to $54, a 0.20% decline on the NYSE.