Fidelity National Financial today announced that a Registration Statement on Form S-1 has been filed with the Securities and Exchange Commission in connection with a proposed separation of FNF’s non-insurance operations into a separately traded public company to be known as Fidelity National Information Services Inc. (“FIS”). The FNF Board of Directors has approved the transaction.
Under the terms of the transaction, FIS intends to issue common stock in an initial public offering. FNF later intends to distribute all of its ownership interest in FIS in a tax-free spin-off, accomplished through an anticipated special dividend to FNF common stockholders. That distribution is expected to occur by mid-2005. Completion of the distribution is contingent upon the satisfaction or waiver of a variety of conditions, including the receipt of a favorable tax ruling from the Internal Revenue Service.
“Our bank and financial institution processing, outsourcing and real estate information businesses have grown through both internal growth and acquisitions in recent years,” said FNF Chairman and Chief Executive Officer William P. Foley II. “The IPO and subsequent spin-off of FIS will allow us to position these businesses for the future and provide a separate, publicly traded currency that can be used in its business, including helping to finance future acquisitions.”
FIS intends to use approximately $250 million of net IPO proceeds to fund a dividend payment to FNF, which will be declared prior to the completion of the offering. FNF intends to use those dividend proceeds to pay down existing debt.
FIS will consist of three primary segments: Financial Institution Software and Services (FISS), Lender Outsourcing Solutions (LOS) and Information Products and Services (IPS).
FISS, the largest segment, will primarily consist of FNF’s financial institution processing, mortgage processing and outsourcing businesses, which serve very large, mid-sized and community banks.
LOS will consist primarily of FNF’s loan facilitation and default management services. IPS will primarily consist of property data products and other real estate related services.
FNF will consist of two segments, Title Insurance and Specialty Insurance. Specialty Insurance will include the flood insurance, home warranty and homeowners insurance operations.
William P. Foley II, Chairman and CEO of FNF, will also become chairman and CEO of FIS following its IPO. Upon completion of the spin-off, Foley will remain chairman of FNF and Randy Quirk, currently president of FNF, will assume the role of CEO of FNF. The composition of the Boards of Directors and the rest of the senior management teams of the two companies, as well as additional financial details of the transaction, will be released as they become available and in accordance with related securities regulations.
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