Fidelity National Financial’s $1.2 Billion Acquisition of Stewart Information Services Corporation

Davis Polk is advising Stewart Information Services Corporation on its approximately $1.2 billion acquisition by Fidelity National Financial, Inc.

Fidelity National Financial, Inc. (NYSE: FNF) has signed a merger agreement to acquire Stewart Information Services Corporation (“Stewart”) (NYSE: STC) for $50.00 per share of common stock, subject to potential adjustment as described below, representing an equity value of approximately $1.2 billion. The consideration will be paid 50% in cash and 50% in FNF common stock. Stewart stockholders will also have the option to elect to receive their consideration in all cash or all stock, subject to pro rata reductions to the extent the cash or stock option is oversubscribed. The FNF common stock component will be subject to a fixed exchange ratio that is based on FNF’s volume weighted average price (“VWAP”) for the twenty trading days prior to the signing of the merger agreement. For those Stewart stockholders who elect to receive all FNF stock, the exchange ratio will be equal to 1.2850, subject to potential adjustment as described below and proration to the extent the stock option is oversubscribed.

FNF intends to achieve at least $135 million in operational cost synergies and expects the acquisition to be at least 15% accretive to pro forma 2017 adjusted net earnings per share at that operational cost synergy target.

Stewart is one of the leading title insurance companies in the country, providing residential and commercial title insurance, closing and settlement services, appraisal and valuation services and other offerings to the real estate industry.

Stewart Information Services Corporation provides title insurance and related services through locations in the United States and several international markets. The company, led by Matthew W Morris, John L Killea and David C Hisey, in 2017 recorded $1.955 Billion Revenues.

The Davis Polk corporate team includes partners John D. Amorosi (Picture) and Brian Wolfe and associate Andrew D. Krause. Partner Veronica M. Wissel and associate R. Scott Matarese are providing executive compensation advice. Partner Rachel D. Kleinberg and associate Catherine L. Chu are providing tax advice. Partners Arthur J. Burke and Howard Shelanski and associate Justin Sommers are providing antitrust and competition advice.

 

Involved fees earner: John Amorosi – Davis Polk & Wardwell; Brian Wolfe – Davis Polk & Wardwell; Andrew Krause – Davis Polk & Wardwell; Veronica Wissel – Davis Polk & Wardwell; R. Scott Matarese – Davis Polk & Wardwell; Rachel Kleinberg – Davis Polk & Wardwell; Catherine Chu – Davis Polk & Wardwell; Arthur Burke – Davis Polk & Wardwell; Howard Shelanski – Davis Polk & Wardwell; Justin Sommers – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Stewart Information Services Corporation;

 

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Author: Ambrogio Visconti