Fidelity National Financial Begins Consent Solicitation for Noteholders to Amend Indenture

Fidelity National Financial Initiates Consent Solicitation

Fidelity National Financial, Inc. (NYSE: FNF), a major player in the title insurance industry, has recently announced the beginning of distinct consent solicitations aimed at holders of its Senior Notes. The company is targeting four series of notes: the 4.500% Senior Notes due 2028, the 3.400% Senior Notes due 2030, the 2.450% Senior Notes due 2031, and the 3.200% Senior Notes due 2051. The primary objective of this solicitation is to amend the indentures governing these notes to permit a proposed redomestication from Delaware to Nevada.

As of May 27, 2025, there are significant amounts of each series of Notes still outstanding: $450 million for 2028 Notes, $650 million for 2030 Notes, $600 million for 2031 Notes, and $450 million for 2051 Notes. The proposed amendment is critical as it intends to enhance operational flexibility and corporate structure, making the redomestication beneficial for the company and its shareholders.

The amendment to the Indenture is designed to inject a clause into the corporate existence covenant that allows FNF to transition to a Nevada-based corporation. This move, described thoroughly in FNF's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025, is seen as strategically advantageous. The company maintains that this change will not negatively impact its business operations, assets, or management structure, nor will it alter financial indicators such as revenue, income, or cash flows.

This latest move follows an unsuccessful attempt to achieve shareholder approval for a similar redomestication proposal in April 2024. FNF had solicited consents at that time but failed to garner the necessary shareholder backing, leading the company to abandon those efforts. The Board, however, continues to advocate for the redomestication, believing in its potential benefits.

Each consent solicitation is set to expire at 5 PM New York City time on June 3, 2025, unless the company decides to extend or terminate it sooner. FNF is offering a monetary incentive, or Consent Fee, to those who provide valid consent before the expiration time, amounting to $1.00 for every $1,000 in principal amount of Notes.

To be successful, FNF must secure what is termed