JACKSONVILLE, Fla., June 9, 2014 /PRNewswire/ -- Fidelity National Financial, Inc. (NYSE: FNF), or the ("Company"), today reiterated its support for the tracking stock structure and strongly urged FNF stockholders to vote "FOR" the tracking stock proposal and commented on the reports of Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"). As previously disclosed, the tracking stock proposal would result in FNF's existing common stock being reclassified into two new tracking stocks that would separately track and reflect the economic performance of FNF's core title insurance, real estate technology and mortgage related businesses assets and its various portfolio company investments (the "Tracking Stock Proposal").

After careful consideration, including the assistance of outside experts and conversations with FNF stockholders, the FNF Board of Directors, as well as the Company's management, determined that implementation of a tracking stock structure would enhance the value of FNF for the benefit of the Company's stockholders.

FNF believes that ISS and Glass Lewis based their respective recommendations on a number of uncertain assertions and thus reached the wrong conclusion in not recommending that FNF stockholders vote "FOR" the Tracking Stock Proposal.

"While we are disappointed that these firms have not recommended "FOR" FNF's Tracking Stock Proposal, we remain firmly committed to implementing the tracking stock structure," said FNF's Chairman William P. Foley, II. "For the past several months we have carefully examined the benefits of implementing a tracking stock structure and we continue to believe that it will maximize value for FNF stockholders."

The FNF Board of Directors believes that the tracking stock is in the best interests of FNF and its stockholders and will enhance the value of the Company's shares. After careful examination of the alternatives available to FNF with respect to the Company's portfolio company investments, including the assistance of outside advisors and discussions with stockholders of the Company, the FNF Board of Directors recommended that the Company implement the tracking stock structure over other alternative structures, such as taxable spin-off transactions, and identified the following benefits of the tracking stock, among others:


    --  Greater transparency for investors. The reclassification of FNF's
        existing common stock into two new tracking stocks and the attribution
        of our businesses, assets and liabilities between the FNF Group and the
        FNFV Group will provide greater transparency to the market around FNF's
        separate strategies for its core title insurance, real estate technology
        and mortgage related businesses and our portfolio company investments.
        The recapitalization should provide the investment community with
        greater clarity both with respect to the inherent value of FNF's
        portfolio company investments and the cash earnings capabilities of our
        core title insurance, real estate technology and mortgage services
        businesses. The FNF Board of Directors and management believe that this
        increased transparency should encourage greater market recognition of
        the value of all of FNF's businesses and assets and enhance stockholder
        value.
    --  Enables market-based valuation of FNFV Group. The creation of the FNFV
        common stock will permit investors and research analysts to review
        separate information about FNF's portfolio company investments
        attributed to the FNFV Group and separately value the FNFV Group. This
        should encourage investors and analysts to focus more attention on the
        FNFV Group and result in greater market recognition of the value of the
        FNFV Group.
    --  Enhances long-term monetization of FNFV Group. The FNF Board of
        Directors and management believe that the creation of the FNFV common
        stock will provide the FNF Board of Directors and management team with
        greater flexibility to execute on the Company's strategies for its
        portfolio company investments attributed to the FNFV Group. The creation
        of the FNFV Group provides FNF the flexibility to monetize each
        portfolio company investment in its proper time frame and to either make
        or not make any new portfolio company investment depending on market
        conditions.  If market conditions do not warrant any new investment, FNF
        could collapse FNFV back into FNF once FNFV monetizes substantially all
        of its existing investments.
    --  Advantages of doing business under common ownership. Implementation of
        the tracking stock structure will enable FNF to capitalize on the value
        of the FNFV Group (and each of its underlying portfolio companies so
        long as they remain part of the FNFV Group) while preserving the
        financial, tax, operational, strategic and other benefits of doing
        business as a single consolidated company. By remaining a single
        consolidated company, the FNF Group and the FNFV Group will continue to
        enjoy certain synergies between the businesses of each group through
        cost savings in corporate overhead and economies of scale in purchasing
        and other expenses. Further benefits of remaining a single consolidated
        company include filing a single consolidated tax return, maintaining a
        single credit agreement for the entire company, thereby increasing
        flexibility in financing all parts of the business, and the strategic,
        financial and other benefits of shared managerial experience.
    --  Increased stockholder choice. Companies typically implement tracking
        stock structures in situations where the company has two or more
        businesses that have distinctly different investor profiles.  Creation
        of the FNF common stock and FNFV common stock will allow the Company's
        investors, as well as different investor bases, the choice to invest in
        either one class or both classes of FNF's common stock, depending on
        their particular investment objectives. Likewise, the creation of the
        tracking stock structure creates two "pure play" investment alternatives
        for stockholders interested in investing in either FNF's
        industry-leading title insurance, real estate technology and mortgage
        related businesses or FNFV's portfolio company investment business.
    --  Preserves capital structure flexibility. The tracking stock structure
        will enable the Company to retain future restructuring flexibility by
        preserving FNF's ability to undertake future asset segmentation and
        capital restructurings, such as possible spin-offs and split-offs. In
        addition, the Company's restated charter will preserve the ability of
        the FNF Board of Directors to modify the Company's capital structure by
        unwinding the tracking stock structure.
    --  Management incentives. FNF believes that the tracking stock structure
        will allow FNF to provide more effective management incentive and
        retention programs that more closely address the objectives and goals of
        each group. In particular, the tracking stock structure will allow the
        FNF Board of Directors to issue stock-based compensation and other
        incentive awards to employees of each group that are tied more directly
        to the performance of the businesses attributed to a particular group.

FNF believes that ISS and Glass Lewis based their respective recommendations on a number of uncertain assertions, including:

Uncertainty Relating to Higher Price in the Market: Uncertainty as to whether the tracking stocks will command a higher price in the market, and the potential that value of the two stocks could diverge significantly over time.

FNF Response: Although there can be no assurance that the market price of the separate tracking stocks will exceed that market price of the existing FNF common stock, the implementation of the tracking stock structure will increase investor awareness of the businesses and assets attributed to each tracking stock group, which will potentially provide for a better alignment of investor bases and permit FNF investors to pursue distinct investment strategies. FNF also believes that the creation of the FNFV common stock (which will track the economic performance of FNF's portfolio company investments) will enhance long-term monetization of the FNFV group as it will allow FNF greater flexibility to execute on its strategies for its portfolio company investments. In this regard, FNF will initially provide FNFV $200 million of financial support comprised of $100 million in cash and $100 million in an intercompany loan to be used for investment purposes, as well as additional loans to cover corporate expenditures and working capital. Also, the tracking stock structure will allow FNF to avoid the inefficiencies of prematurely exiting certain of its portfolio company investments and, instead, allow the Company to monetize those investments over time.

Uncertainty Relating to Less Liquidity: If one class of tracking stock is considerably less liquid than the other and does not have sufficient trading support, it may adversely affect the liquidity of the remaining shares.