Under the terms of the merger agreement, LandAmerica Financial Group (LFG) shareholders will receive 0.99 shares of Fidelity National Financial (FNF) common stock for each share of LFG common stock.
LFG has said that the transaction has been structured to reduce the combined debt of LFG and FNF by approximately $250 million prior to the closing of the merger agreement. This will be accomplished by FNF's title insurance subsidiaries providing liquidity equal to the statutory book value of LFG's two primary title insurance subsidiaries, Commonwealth Land Title Insurance Company and Lawyers Title Insurance, immediately prior to the closing of the merger agreement.
These proceeds will be used to repay outstanding indebtedness under LFG's revolving credit facility and private placement senior notes and, potentially, existing FNF debt. As a result, FNF anticipates no material change from its current debt to total capitalization ratio of approximately 30%.
The transaction is subject to certain closing conditions, including LFG shareholder approval, antitrust and state regulatory approvals, the divestiture of Centennial Bank by LFG and the satisfaction of other customary closing conditions. The merger agreement also provides a due diligence contingency for FNF that expires on November 21, 2008.
Theodore Chandler, Jr, LFG's chairman and CEO, will join the FNF board of directors as the vice chairman after the closing of the transaction.
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