Item 8.01 Other Events.
On
A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. Description 99.1 Joint Press Release of Fidelity National Financial, Inc. andFGL Holdings , datedMay 28, 2020 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
Cautionary Note Regarding Forward-Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995: This Current Report on Form 8-K contains, and certain oral statements made
by our representatives from time to time may contain, forward-looking statements
relating to F&G and FNF, including statements relating to the proposed
transaction and related matters. Such statements are subject to risks and
uncertainties, many of which are beyond the control of F&G and FNF, that could
cause actual results, events and developments to differ materially from those
set forth in, or implied by, such statements. These statements are based on the
beliefs and assumptions of the management of F&G and FNF, respectively.
Forward-looking statements are generally identifiable by use of the words
"believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates,"
"projects," "may," "will," "could," "might," or "continues" or similar
expressions. Factors that could cause actual results, events and developments to
differ include, without limitation: (1) changes in general economic, business
and political conditions, including changes in the financial markets; (2) the
outcome of any legal proceedings that may be instituted against F&G or FNF
following the announcement of the merger agreement and the transactions
contemplated therein; (3) the inability to complete the transactions
contemplated by the merger agreement, including due to failure to obtain
approval of the shareholders of F&G or other conditions to closing in the merger
agreement; (4) the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement or could otherwise
cause the transactions contemplated by the merger agreement to fail to close;
(5) the risk that the transactions contemplated by the merger agreement disrupt
current plans and operations of F&G or FNF as a result of the announcement
thereof; (6) the ability to recognize the anticipated benefits of the
transactions contemplated by the merger agreement, which may be affected by,
among other things, competition, the ability of the management of F&G and FNF to
grow and manage their respective businesses profitably and to retain their key
employees; (7) costs related to the transactions contemplated by the merger
agreement; (8) changes in applicable laws or regulations; (9) the risk that the
mergers may not be treated as a single integrated transaction that qualifies as
a "reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as
amended, in which case the transactions contemplated by the merger agreement
would be treated as a taxable sale by
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manner; (13) the risk that the businesses will not be integrated successfully,
that such integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the acquisition will not be realized;
and (14) other risks and uncertainties identified in F&G's and FNF's filings
with the
All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither F&G nor FNF undertakes any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except as required by law.
Additional Information about the Proposed Transaction and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between F&G
and FNF, which is the subject of a registration statement and relevant
solicitation materials filed by FNF with the
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and 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 or a solicitation of any vote of approval, 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.
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