UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): January 18, 2006
FIDELITY NATIONAL TITLE GROUP, INC.
(Exact name of Registrant as Specified in its Charter)
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| Delaware
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001-32630
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16-1725106 |
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| (State or other Jurisdiction of
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(Commission File
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(IRS Employer |
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Number)
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Identification No.) |
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| 601 Riverside Avenue |
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| Jacksonville, Florida
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32204 |
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| (Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number, including area code: (904) 854-8100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2.):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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| ITEM 1.01 |
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Entry into a Material Definitive Agreement |
On January 18, 2006, Fidelity National Title Group, Inc. (the “Company” or “FNT”)
completed its offers to exchange outstanding notes of its parent company, Fidelity National
Financial, Inc. (“FNF”) for newly issued FNT notes. In connection with the completion of
the exchange offers, on January 18, 2006 the Company entered into a Supplemental Indenture, dated
as of January 6, 2006, with the Bank of New York Trust Company, N.A. (the “Supplemental
Indenture”), to effect amendments to the Indenture, dated as of December 8, 2005, between the
Company and the Bank of New York Trust Company, N.A., as Trustee (the “Indenture”), to
change the covenants and events of default contained in the Indenture to more closely conform to
those originally applicable to the FNF notes obtained in the exchange offers.
The Supplemental Indenture amends provisions of the Indenture relating to limitations on liens
incurred by FNT and occurrences that would constitute “events of default” under the Indenture. The
Supplemental Indenture also amends the Indenture by adding certain covenants relating to the
Company’s maintenance of insurance and books and records of account, and its compliance with law.
The foregoing description of the Supplemental Indenture is not complete and is qualified in its
entirety by reference to the full text of the Supplemental Indenture, which is filed as an exhibit
to this report and incorporated by reference herein.
The Company and FNF have also effected certain changes to the Company’s mirror note obligations to
FNF to correspond to the changes to FNF’s outstanding debt obligations resulting from the exchange
offers. The Company has delivered to FNF, in partial redemption of the Company’s $250,000,000
7.30% Mirror Note due August 15, 2011, the $241,347,000 aggregate principal amount of FNF’s 7.30%
Notes due August 15, 2011 the Company obtained in the exchange offers. To reflect this partial
redemption, the 7.30% Mirror Note due August 15, 2011 has been replaced with an identical mirror
note in a denomination equal in aggregate principal amount to its unredeemed portion. The
replacement mirror note has the same form, terms and stated maturity as the mirror note it
replaces, but carries a face value of $8,653,000 in aggregate principal amount. The replacement
mirror note is attached as an exhibit hereto. FNT may seek to acquire some or all of the 7.30% FNF
Notes remaining outstanding, through purchases in the open market, privately negotiated purchases
or otherwise. In the event that any such notes are acquired by FNT, it is anticipated that FNT
would deliver them to FNF in further redemption of the remaining 7.30% Mirror Note due August 15,
2011.
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| ITEM 1.02 |
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Termination of a Material Definitive Agreement |
In connection with the completion of the exchange offers, the Company has delivered to FNF, in full
redemption of the Company’s $250,000,000 5.25% Mirror Note due March 15, 2013, the $250,000,000
aggregate principal amount of FNF’s 5.25% Notes due March 15, 2013 the Company obtained in the
exchange offers. As a result, the Company’s 5.25% Mirror Note due March 15, 2013 has been
cancelled.
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