Fidelity National Unveils Ultimatum on LandAmerica Deal

Fidelity National Financial Inc. (FNF) revealed Monday a strict step-by-step plan for acquiring LandAmerica Financial Group  Inc.‘s title insurance underwriters, Commonwealth Land Title Insurance Co., Lawyers Title Insurance Corp. and United Capital Title Insurance Co. Fidelity said it expected on Monday to receive approval from the State of Nebraska Department of Insurance regarding the acquisition — which it announced later Monday evening it had received. Fidelity also said it expected by Tuesday a decision by the Chapter 11 bankruptcy court regarding the amended stock purchase from LandAmerica, which filed for bankruptcy protection on Nov. 26. Lastly, Fidelity said it expected to hear by Thursday whether the Federal Trade Commission will approve of the purchase. Then Fidelity delivered the final punch: If approval was not received on each step and the transaction completed by Dec. 22, Fidelity may likely retract its purchase offer. Additionally, Fidelity announced its reinsurance of Lawyers — as well as the reinsurance of Commonwealth, United and LandAmerica NJ Title Insurance Company through Fidelity’s own title insurance underwriter Chicago Title — will expire Dec. 28 regardless of the outcome of the acquisition. If the transaction is approved, the reinsurance treaty will be unnecessary as LandAmerica’s underwriters will become part of Fidelity. And if it is not approved in time, the reinsurance will simply expire. Fidelity’s message was essentially: If the acquisition is not approved quickly, Fidelity’s deal is off and LandAmerica’s reinsurance protection goes away entirely. That certainly puts pressure on the players to act before the holidays — and it puts pressure on LandAmerica, which can do little other than wait and see how the next week plays out. The good news for LandAmerica: at least one of the three steps outlined in Fidelity’s ultimatum has been completed. The Nebraska Department of Insurance on Monday issued an order approving Fidelity’s acquisition of all of the issued and outstanding shares of Commonwealth and Lawyers. A look into the past month shows a sketchy history on the acquisition. First, LandAmerica delayed the release of its third-quarter earnings on Nov. 5, then the acquisition was announced two days later. When LandAmerica’s third-quarter earnings were finally released Nov. 10, the reason for the delay — and for Fidelity’s intercession — became clear: LandAmerica posted a $600 million net loss due to weak mortgage activity. It proved too much loss for Fidelity to stomach: It called off the merger on Nov. 21, but both companies kept rather quiet about it. The failed deal, along with plunging stocks that followed when Investors gave up on the company, forced LandAmerica to seek bankruptcy protection under Chapter 11. On Dec. 12, Fidelity announced it had reached an amended stock purchase agreement to acquire the title insurance underwriters out of the now-bankrupt LandAmerica for $282 million. When the deal has been this shaky all along, there’s no telling how the next week may turn out, or if the last two steps outlined in Fidelity’s ultimatum will be completed in time. Visit www.fnf.com/fnf/ and www.landam.com for more information. Write to Diana Golobay at [email protected]. Disclosure: The author held no relevant investment positions when this story was published. Indirect holdings may exist via mutual fund investments. HW reporters and writers follow a strict disclosure policy, the first in the mortgage trade.