Fidelity National Title

Fidelity National Signs MergerAgreementwith Stewart Information Services

Industry News

Monday, March 19, 2018

Fidelity National Financial, Inc. (FNF) has signed a merger agreement to acquire Stewart Information Services Corp. for $1.2 billion in cash and stock. If approved by regulators and stockholders, Fidelity would pay $50 per share of common stock. The compensation would be paid 50 percent in cash and 50 percent in FNF common stock. FNF said the closing is expected in the first or second quarter of 2019. Under the terms of the transaction, Stewart stockholders will have the option to receive their consideration in all cash or all stock.

“We are excited to welcome Stewart, its employees and its customers to the FNF family,” said FNF Chairman William P. Foley, II said in a release announcing the acquisition. “The venerable Stewart brand has a long and respected history in the title insurance industry and we see tremendous potential in working with the Stewart management team to invest in and grow the Stewart brand on a national basis as part of our long-time, successful strategy of operating multiple title insurance brands under the FNF umbrella.”

“I am extremely proud of Stewart’s legacy of high-quality underwriting and customer-focused service delivered by our loyal associates,” Stewart CEO Matt Morris said. “This transaction with Fidelity is an opportunity to continue building on this legacy, enhance innovation and create a more robust company for the future.”

FNF holds the largest market share among title underwriters, according to third quarter data from the American Land Title Association. Fidelity is first at 33.4 percent of the market with First American second at 26.3 percent, Old Republic National Title is third at 14.8 percent and Stewart fourth at 10.6 percent.

FNF CEO Raymond Quirk said there are multiple areas where Fidelity can assist and accelerate Stewart’s growth plan. “We also believe there are significant operational efficiencies we can bring to bear by leveraging FNF’s shared services infrastructure that will provide meaningful long-term value creation opportunities for our shareholders,” Quirk said.

FNF said it expects to achieve at least $135 million in operational cost synergies and expects the acquisition to be at least 15 percent accretive to pro forma 2017 adjusted net earnings per share at that operational cost synergy target.

The merger agreement stipulates that the combined company would divest assets or businesses for which revenues exceed $75 million up to a cap of $225 million in order to achieve required regulatory approvals. That would adjust the purchase price to a minimum purchase price of $45.50 per share of common stock.

FNF said it plans to fund the $1.2 billion purchase price through a combination of cash on hand, debt financing, and the issuance of FNF common stock to Stewart stockholders.

Handle Title Claims Timely or Pay the Penalty

I have commented in the past on how not handling title claims in a timely manner can cause damages, and I use real examples to stress the point. Well, comes another heavy duty example.  The Superior Court of Pennsylvania has upheld $1,572,909.24 in punitive damages in Davis V. Fidelity National Title Insurance Company for what could have/should have been a fairly minor claim.

Here is a quote from the court document:

 

Initially, we note the trial court awarded Davis $393,227.31 in compensatory damages and $1,572,909.24 in punitive damages. This represents a 4:1 ratio of punitive to compensatory damages. The United States Supreme Court stated: We decline again to impose a bright-line ratio which a punitive damages award cannot exceed. Our jurisprudence and the principles it has now established demonstrate, however, that, in practice, few awards exceeding a single-digit ratio between punitive and compensatory damages, to a significant degree, will satisfy due process. In [Pacific Mut. Life Ins. Co. v.] Haslip, [499 U.S. 1, 111 S.Ct. 1032, 113 L.Ed.2d 1 (1991)] in upholding a punitive damages award, we concluded that an award of more than four times the amount of compensatory damages might be close to the line of constitutional impropriety. 499 U.S., at 23- 24. 111 S.Ct. 1032. We cited that 4–to–1 ratio again in Gore, 517 U.S., at 581, 116 S.Ct. 1589. The Court further referenced a long legislative history, dating back over 700 years and going forward to today, providing for sanctions of double, treble, or quadruple damages to deter and punish. Id., at 581, and n. 33, 116 S.Ct. 1589. While these ratios are not binding, they are instructive. They demonstrate what should be obvious: Singledigit multipliers are more likely to comport with due process, while still achieving the State’s goals of deterrence and retribution, than awards with ratios in range of 500 to 1, id., at 582, 116 S.Ct. 1589, or, in this case, of 145 to 1.

Remember, Title Agents, Title Insurers, the face amount of the Title Policy is NOT the ceiling on your title claims.

Jeanine W. (Jeanne) Johnson to Speak at ALTA Business Conference

Jeanine W.  Johnson will be a conference speaker at the ALTA Business Conference in Louisville, KY March 26th. A primary function of the American Land Title Association (ALTA) is to provide important educational programs.  A “Train the Title Trainer” session will explain adult learning styles and demonstrate how to teach important and complex title issues to staff. Ms Johnson is a professional speaker on title topics, and is often hired to speak at Land Title Association conferences.  She also owns an online school for Professionals in Land Title Training. Online Courses include Title Insurance, Closing, Abstracting, Title examination and National Concepts in Title.

WHY ATTEND THIS SEMINAR? WHY EDUCATE STAFF?

  • For a better understanding of customer needs
  • For Fewer Claims!
  • To grow staff, so they have opportunity for a better career path
  • So that you can retire someday and they can take over 🙂

COME HEAR MORE    Jeanne Johnson is a professional Land Title Association (LTA) public speaker and teacher. She has spoken at many Land Title Conferences. At the upcoming ALTA Business Strategies Conference,she will teach a workshop on how to explain complex title topics. While the workshop focuses on understanding adult learning and instructor delivery, she demonstrates tips for training title.  A blueprint handout will show specific skills for teaching abstractors, examiners and closers complex title issues.Jeanne will actively demonstrate ways to teach to all types of learners about “rights, title and interests” so staff can identify title issues as “okay” or “problems” needing to be resolved.

And, on top of all that,  you might just find a speaker for your next land title conference!

For more information on the conference, go to this ALTA Link

Fidelity National Demonstrates How Tough it is to be in the Title Insurance Industry

You know things are tough when Fidelit National y, one of the world’s largest title insurers, decides to further diversify by purchasing restaurants.  The web was abuzz today with news from everyone. The Wall Street Journal stated

“Here’s a deal that seems a bit odd on the surface: Fidelity National Financial is taking over O’Charley’s.

That makes a title insurer meets casual dining merger, not exactly a classic combo-platter like O’Charley’s surf and turf.

But for Fidelity National, it apparently fulfills a recent checklist,…”

Bloomberg has a much more detailed description of the philosophy,  in an article entitled “Fidelity CEO Seeks Restaurants as Insurance Focu Narrows.”   Under the current circumstances it  seems to make sense!  After all, everyone has to eat.

 

Who Owns the Mortgage

The confusion of “Who owns the Mortgage” continues, with more and more states entering the battle against MERS.  While winning the issue in many states, the battle continues.  An article by Bloomberg recites a number of new counties and states that are in the battle against MERS, including all counties in Texas. Meanwhile, Kurt Pfotenhauer, former head of ALTA, has moved to MERS as Executive Vice President and Vice Chairman of the Board as shown on the MERS site.

Kurt Pfotenhauer, Chairman Executive Vice President and Vice Chairman First American Title Insurance Company Santa Ana, CA

He has been replaced by Chris Abbinante, the new president of ALTA who formerly worked for Fidelity National.

Owners of Abstracts Unlimited Arraigned on Charges

Mary Ann Palladino-DeVito, 41, and her husband Joseph, 39, owners of the now-defunct Abstracts Unlimited, have been arraigned on charges that they embezzled more than $1 million from homeowners seeking to clear property titles. “As part of this mortgage fraud scheme, these defendants are alleged to have victimized new homeowners … by accepting payment for mortgage fees, mortgage taxes, customer fees, real property filing fees, and escrow account funds and then misappropriating the funds for their own purposes,” District Attorney Donovan said. More at SILive

Title Insurance Business Improving

WASHINGTON–(BUSINESS WIRE)– The first quarter of 2011 showed improvement for the title insurance industry, according to the American Land Title Association’s (ALTA) First-Quarter Market Share Analysis.   Read More at InsuranceNews

In terms of market share, the Fidelity Family of title insurance underwriters captured 33.7 percent of the market during the first quarter of 2011, while the First American Family garnered 27.7 percent, the Old Republic Family recorded 13.5 percent and the Stewart Family had 12.5 percent. Meanwhile, regional underwriters held 12.6 percent of the market during the first quarter of 2011, up from 10.7 percent market share during the same period a year ago.

Title Work sent to India

As many of us know, Land Records in the US are now routinely sent to India and the Philippines to be input into our computerized public land records.This is a video of some vintage (14 months old) showing the progress of one India firm with over 600 employees doing over 100 processes in all 50 states it says. An interesting overview for all in the title industry, showing the growth in outsourcing the title  industry overseas and the many companies involved. See video at UTube here.

Title Insurers Financial Outlook Improves

Better than expected and much welcome news in the Financial area today for the Title Insurance industry. News reports show Old Republic Turns To Profit In Q2  More at RTTnews
Reports also show National Financial, Inc. Beats Analyst Expectations; FNF More at LearningMarkets
And finally, Analyst Research on PMI Group and Radian Group — Home Mortgage Insurers Produce Positive Gains More at Trading Markets

Fidelity Settles FTC’s Complaint of Anti-Competition Due to Purchase of Title Plants, Subject to Public Comment

July 17, 2010
WASHINGTON, July 16 — The Federal Trade Commission issued the following news release:
To settle Federal Trade Commission charges that its 2008 acquisition of three LandAmerica Financial, Inc. subsidiaries was anticompetitive, Fidelity National Financial, Inc. will sell several title plants and related assets in the Portland, Oregon, and Detroit, Michigan, metropolitan areas, and in four other Oregon counties.
Title plants are databases used by abstractors, title insurers, title insurance agents, and others to determine the ownership of, and interests in, real property in connection with underwriting and issuance of title insurance policies and for other purposes.

According to the FTC, Fidelity’s acquisition of the LandAmerica assets was anticompetitive in several local markets for the provision of title insurance information services by title plants.
The FTC’s complaint charges the acquisition reduced competition in six geographic areas: 1) the Portland, Oregon, metropolitan area, consisting of Clackamas, Multnomah, and Washington counties; 2) Benton County, Oregon; 3) Jackson County, Oregon; 4) Marion County, Oregon; 5) Linn County, Oregon; and 6) the Detroit, Michigan, metropolitan area consisting of Oakland, Macomb, and Wayne counties.
In the Portland, Oregon, area, the complaint alleges the acquisition left Fidelity with a controlling interest in the title plant that is the sole provider of title insurance information services. In the three other Oregon counties, the acquisition reduced the number of independent title plants from four to three.
In the Detroit metropolitan area, the FTC contends the acquisition may give Fidelity the power to affect the competitive significance of Data Trace, an independent title services provider, and the only firm in these counties other than Fidelity with a complete and up-to-date title plant.
The FTC’s proposed settlement order will replace the competition lost through Fidelity’s acquisition of LandAmerica’s title insurance subsidiaries. First, it requires Fidelity to sell part of its ownership in the joint title plant in Portland, Oregon, to Northwest Title. This will ensure Fidelity does not own a majority of the only title plant serving the Portland market.
Second, it requires Fidelity to sell a copy of the data from each of the title plants serving Oregon’s Benton, Jackson, Linn, and Marion counties to Northwest Title. This will restore the number of independent title plant owners in each county to four – the same number as before the acquisition.
Third, the proposed order requires Fidelity to sell a copy of the title data in the three Detroit-area counties that LandAmerica provided to Data Trace before the acquisition to an FTC-approved buyer. This will limit Fidelity’s ability to affect the competitive significance of Data Trace, an ability that Fidelity gained through its acquisition LandAmerica’s assets.
Finally, the order requires Fidelity to notify the FTC before acquiring 50 percent or more of any joint title plant in California, Colorado, Nevada, New Mexico, Oregon, and Texas – states where Fidelity’s acquisition of LandAmerica’s subsidiaries has increased Fidelity’s ownership interest in title plants.
The FTC vote approving the complaint and proposed settlement order was 5-0. The order will be subject to public comment for 30 days, until August 16, 2010, after which the Commission will decide whether to make it final. Comments should be sent to: FTC, Office of the Secretary, 600 Pennsylvania Avenue, N.W., Washington, DC 20580. To submit a comment electronically, please click on: https://public.commentworks.com/ftc/fidelitynationalfinancial.
NOTE: The Commission issues a complaint when it has “reason to believe” that the law has been or is being violated, and it appears to the Commission that a proceeding is in the public interest. The issuance of a complaint is not a finding or ruling that the respondent has violated the law. A consent agreement is for settlement purposes only and does not constitute an admission of a law violation. When the Commission issues a consent order on a final basis, it carries the force of law with respect to future actions. Each violation of such an order may result in a civil penalty of up to $16,000.
Copies of the complaint, consent order, and an analysis to aid in public comment can be found on the FTC’s website at http://www.ftc.gov The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to [email protected], or write to the Office of Policy and Coordination, Room 383, Bureau of Competition, Federal Trade Commission, 600 Pennsylvania Ave, N.W., Washington, DC 20580. To learn more about the Bureau of Competition, read “Competition Counts” at http://www.ftc.gov/competitioncounts.

Info On Home Closing

Home Closing 101: An Educational Initiative of the American Land Title Association