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): November 9, 2007
FIDELITY NATIONAL FINANCIAL, INC.
(Exact name of Registrant as Specified in its Charter)
| |
|
|
|
|
| Delaware
|
|
001-32630
|
|
16-1725106 |
|
|
|
|
|
|
(State or other Jurisdiction of
Incorporation or Organization)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
601 Riverside Avenue
Jacksonville, Florida
|
|
32204 |
|
|
|
|
| (Address of principal executive offices)
|
|
(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)) |
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 9, 2007, Fidelity National Financial, Inc., a Delaware corporation
(“FNF”), its partner Thomas H. Lee Partners, L.P. (“THL”) and certain third party
investors completed the acquisition of Ceridian Corporation, a Delaware corporation
(“Ceridian”) for approximately $5.3 billion. Pursuant to the Agreement and Plan of Merger
(the “Merger Agreement”) dated as of May 30, 2007, as amended as of July 30, 2007, among
Foundation Holdings, Inc., a Delaware corporation (“Parent”), Foundation Merger Sub, Inc. a
Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Ceridian,
Merger Sub was merged with and into Ceridian and Ceridian continued as the surviving entity and a
wholly-owned subsidiary of Parent (the “Merger”). The issued and outstanding shares of
Ceridian common stock, par value $0.01 per share (other than shares with respect to which appraisal
rights have been properly exercised) were converted into the right to receive $36 per share in
cash. Parent and Merger Sub were formed by FNF and THL to acquire Ceridian.
More detailed descriptions of the Merger and the Merger Agreement are set forth in the Current
Report on Form 8-K filed by FNF with the SEC in connection with the Merger on June 5, 2007. The
foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by
reference to the text of the Merger Agreement, which was included as Exhibit 2.1 to Ceridian’s
Current Report on Form 8-K filed with the SEC on May 31, 2007.
FNF contributed approximately $525 million of the total $1.6 billion equity funding for the
acquisition, resulting in a 33% ownership stake for FNF in Ceridian. The majority of FNF’s equity
contribution was funded through a borrowing under its existing bank credit facility.
Ceridian is an information services company servicing the human resources, transportation and
retail industries. Specifically, Ceridian offers a broad range of human resource outsourcing
solutions and is a major payment processor and issuer of credit, debit and stored-value cards.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of the business acquired.
To the extent required by this item, the financial statements of the business acquired by FNF
will be filed by an amendment to this Current Report on Form 8-K within the time period required
under Item 9.01(a)(4) of Form 8-K.
(b) Pro forma financial information.
To the extent required by this item, the pro forma financial statements with respect to the
business acquired by FNF will be filed by an amendment to this Current Report on Form 8-K within
the time period required under Item 9.01(a)(4) of Form 8-K.
(d) Exhibits
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
2.1
|
|
Agreement and Plan of Merger dated as of May 30, 2007 by and among Foundation Holdings,
Inc., Foundation Merger Sub, Inc. and Ceridian Corporation (incorporated by reference to
Ceridian Corporation’s current report on Form 8-K filed on May 31, 2007, File Number
1-15168, as Exhibit 2.1).* |
|
|
|
99.1
|
|
Press release announcing Fidelity National Financial, Inc. Closes the Ceridian Acquisition. |
* Contents of the disclosure letter prepared in connection with the Merger Agreement have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. FNF will furnish a copy of the disclosure
letter to the SEC upon request.
2