|
|
|
any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or any member
of their immediate family or person sharing their household had or will have a direct or indirect material interest.
|
Separation
of the Company from Fidelity National Financial, Inc.
In the third quarter of fiscal year 2015, the Board of Directors of FNF approved the
Spinoff. In the Spinoff, which was completed on September 29, 2015, FNF distributed to all holders of its then-outstanding FNFV Group common stock (FNFs tracking stock related to its former wholly-owned subsidiary, Fidelity National
Financial Ventures, LLC, which is now part of a separate publicly traded company known as Cannae), all of the shares of the Companys Common Stock owned by it at a ratio of approximately 0.17271 shares of the
Companys Common Stock for every one share of FNFV Group common stock held by each such holder as of September 22, 2015, the record date for the Spinoff.
Agreements with FNF
In order to govern the
ongoing relationships between us and FNF after the Spinoff and to facilitate an orderly transition, we and FNF entered into agreements providing for various services and rights following the Spinoff, and under which we and FNF will indemnify each
other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we entered into with FNF.
Because the separation and distribution involved our separation from FNFs existing businesses, we entered into these agreements with FNF while we were
still a majority-owned subsidiary of FNF. Accordingly, during this time, certain of our directors and officers were directors, officers and employees of FNF or its subsidiaries and, as such, had an obligation to serve the interests of FNF.
Separation and Distribution Agreement
We entered into a
Separation and Distribution Agreement with FNF before the Spinoff. The Separation and Distribution Agreement sets forth our agreements with FNF regarding the principal actions to be taken in connection with the Spinoff. It also sets forth other
agreements that govern aspects of our relationship with FNF following the Spinoff. The Separation and Distribution Agreement identifies certain transfers of assets and assumptions of liabilities that were necessary in advance of our separation from
FNF so that we and FNF retained the assets of, and the liabilities associated with, our respective businesses.
The parties agreed to use commercially
reasonable efforts, on and after the date of the Spinoff, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to
consummate and make effective the transactions contemplated by the Separation and Distribution Agreement and the related ancillary agreements.
In
addition, the Company and FNF agreed to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or government authority, for use in judicial,
regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar requests. We and FNF also agreed that until the end of the first full fiscal year following the Spinoff, each party will use its
commercially reasonable efforts, consistent with past practice, to assist the other party with its financial reporting and audit obligations.
The Company
and FNF each agreed to release the other and its affiliates, successors and assigns, and all persons that prior to the Spinoff had been the others shareholders, directors, officers, agents or employees and each of the heirs, executors,
trustees, administrators, successors and assigns, against any and all liabilities existing or arising in connection with the implementation of the separation of the Company and FNF. These releases are subject to exceptions set forth in the
Separation and Distribution Agreement.
Finally, the Company and FNF each agreed to indemnify the other and each of the others current, former and
future directors, officers and employees, and each of the heirs, administrators, executors, successors and assigns of any of them, against certain liabilities incurred in connection with the Spinoff and our and FNFs respective businesses. The
amount of either FNFs or our indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives. The Separation and Distribution Agreement also specifies procedures regarding claims subject to
indemnification.
29