Fidelity National Financial, Inc. · NYSE:FNF
Fidelity National Financial — Merger or Acquisition (May 2014)
15 slides from Fidelity National Financial's merger presentation, May 12, 2014
Slide 1: Fidelity National Financial Ventures Investor Presentation
Filed by Fidelity National Financial, Inc. Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Fidelity National Financial, Inc. Commission File No.: 001-32630 Commission File N
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation may contain forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking st
Slide 3: Legal Disclosure
Legal Disclosure ImportantInformationWillbeFiledwiththeSEC Fidelity National Financial, Inc. (“FNF”) has filed with the SEC a Registration Statement on Form S-4 in connection with the implementation of a tracking stock structure whereby the existing common stock of FNF would be reclassified into two
Slide 4: Fidelity National Financial Overview
Fidelity National Financial Overview - Fidelity National Financial (“FNF”) Fidelity National Financial FNF Core Ventures (“FNFV”) ($1.35 billion in aggregate book value) (2) Fidelity National Black Knight Holdings, (1) Inc Title Group (1) FNF has a 65% ownership in Black Knight Financial Services, L
Slide 5: FNFV - Overview
FNFV -Overview In January 2014, FNF announced that it was creating a tracking stock called Fidelity National Financial Ventures (“FNFV”) that will be distributed to FNF shareholders once all required regulatory and shareholder approvals are obtained, which are expected to be completed by June 30, 20
Slide 6: FNFV - Rationale
FNFV -Rationale FNF made the decision to create FNFV for the following reasons: FNF believes its portfolio company investments have substantial value which may not be fully-reflected in FNF’s stock price Theportfolio companyinvestmentscontaina mixof majorityandminority-owned businesses,someof whicha
Slide 7: FNFV - Tracker Details
FNFV –Tracker Details Tracking stock structure provides FNFV with full flexibility of investment and liquidity options for its portfolio company investments Abilityto investin growth opportunitiesfor existingportfolio companiesand/or newnon-core investment opportunities using FNFV financial resource
Slide 8: FNFV - Tracker Details
FNFV –Tracker Details • FNFV is not obligated to make any new investments if suitable investment opportunities are not discovered No requirement for FNFV to hire additional investment resources or raise new investment capital • FNF has the right to convert FNFV common stock into FNF common stock in
Slide 9: FNFV - Strategy
FNFV -Strategy – Ownership:Take meaningful minority or control positions in quality companies that are well-positioned in their respective industries, run by best in class management teams and that compete in industries that have attractive organic and add-on M&A growth opportunities – Operations:Ab
Slide 10: FNFV Portfolio Company Investments – $1.35 Billion Book Value
FNFV Portfolio Company Investments – $1.35 Billion Book Value Other (2) 32% owned $259 mm $68 mm 19% 5% $332 mm 32% owned $128 mm 25%(1) 10% $148 mm 11% $313 mm $99 mm 23% 7% (1) Excludes other comprehensive income of ($76.8) million;Ceridianand Comdata are owned through a common holding company 51%
Slide 11: Significant Portfolio Company Investments
Significant Portfolio Company Investments A leading worldwide Premier food service Premier food service Nation’s leading employee manufacturer, company, operating company, operating 40 benefits platform specializing remanufacturer and approximately 640 company upscale dining restaurants in health in
Slide 12: Significant Portfolio Company Investments
Significant Portfolio Company Investments A leading provider of global A leading provider of human capital innovative payment management solutions and solutions, including payment solutions electronic payments and Business fleet solutions Description 32% equity ownership 32% equity ownership positio
Slide 13: FNFV - Portfolio Company Investments
FNFV -Portfolio Company Investments Book Value Comparable Company Company Comments 3/31/14 Multiples (1) On FNF books at approximately Ceridian & ComData $331,840 14x -17x EBITDA (4) 10x 2013 EBITDA Remy 313,453 $19.25 book value $24.63 stock price on 5/2/14 On FNF books at approximately American Bl
Slide 14: FNFV - Selected Financial Highlights
FNFV -Selected Financial Highlights $mm’s except per share data 2011 2012 2013 Q1 2013 Q1 2014 Total Revenue $18 $1,535 $2,609 $656 $686 (1) Adjusted EBITDA $1 $50 $177 $41 $58 Pre-Tax Earnings ($1) $166 ($25) ($9) $21 (1) Adjusted Net Earnings $86 $39 $30 $4 $10 (1) Adjusted Diluted EPS $0.39 $0.17
Slide 15: FNFV - Summary Balance Sheet
FNFV -Summary Balance Sheet March 31, 2014 Cash and Investments $ 480 Goodwill and Other Intangible Assets 982 Other Assets 1,168 Total Assets $2,630 Notes Payable $376 Other Liabilities 480 Total Liabilities 856 FNF Shareholders’ Equity 1,774 Non-controlling interests 467 Total Equity 1,307 Total L
Fidelity National Financial — Merger or Acquisition (May 2014) on 6ix