First American 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.

First American: Loan Application Defect and Fraud Risk Declines

Press Release 7/31/2016

First American Financial Corporation, a leading global provider of title insurance, settlement services and risk solutions for real estate transactions, today released theFirst American Loan Application Defect Index for June 2016, which estimates the frequency of defects, fraudulence and misrepresentation in the information submitted in mortgage loan applications. The Defect Index reflects estimated mortgage loan defect rates over time, by geography and by loan type. It’s available as an interactive tool that can be tailored to showcase trends by category, including amortization type, lien position, loan purpose, property and transaction types, as well as state and market comparisons of mortgage loan defect levels.

“The Defect Index has fallen 5.3 percent over the last three months, and this trend shows no sign of abating. The index has been reaching new lows this year, continuing its long-term trend. Since its inception, the Defect Index has been consistently trending lower, apart from the increases in risk in 2013 and early 2015,” said Mark Fleming, chief economist at First American.

“There are two factors driving the long-term decline in the Defect Index, the impact of improvements to the systems and production standards mitigating risk throughout the lending industry, and the continued strength of refinance application activity due to low mortgage rates. According to the MBA, refinance activity is up slightly on a year-over-year basis. The average rate for a 30-year, fixed rate mortgage was 3.57 percent, compared to 3.6 percent in May,” said Fleming. “Our research finds that refinance applications are inherently less risky than purchase applications, so defect and fraud risk declines as refinance applications become a larger share of the overall mix of loan applications.”

The Defect Index for refinance transactions declined 3.2 percent month-over-month, and is 15.5 percent lower than a year ago. The Defect Index for purchase transactions declined 1.2 percent month-over-month, and is down 11.1 percent compared to a year ago. Since defect risk for both purchase and refinance transactions peaked in late 2013, defect risk on refinance transactions continues to decline much more than defect risk for purchase transactions, declining 40.0 percent as compared to 23.7 percent for purchase transactions.

“We expect the declining loan application defect risk trend to continue into July, as the impacts of ‘Brexit’ and global uncertainty keep rates low, triggering an increase in the volume of lower risk refinance loan applications,” said Fleming.

June 2016 State Highlights

  • The five states with the highest year-over-year increase in defect frequency are: Maine (+14.0 percent), North Dakota (+13.6 percent), Missouri (+10.0 percent), Montana (+5.3 percent), and Alaska (+2.8 percent).
  • The five states with the highest year-over-year decrease in defect frequency are: Michigan (-31.4 percent), Florida (-21.8 percent), Delaware (-19.5 percent), Connecticut (-17.8 percent), and New York (-17.6 percent).

June 2016 Local Market Highlights

  • Among the largest 50 Core Based Statistical Areas (CBSAs), the only one market with year-over-year increase in defect frequency is: St. Louis (+9.9 percent).
  • Among the largest 50 CBSAs, the five markets with the highest year-over-yeardecrease in defect frequency are: Detroit (-35.9 percent); Jacksonville, Fla. (-23.5 percent); Miami (-22.7 percent); Louisville/Jefferson, Ky. (-20.3 percent); and Orlando, Fla. (-20.2 percent).

Where in the Application is the Defect Risk?

“In the post-crisis housing finance landscape, the attention paid to the borrower’s ability-to-pay and emphasis on issuing loans that have a reasonable and sustainable mortgage payment has increased. In other words – income matters,” said Fleming. “Within the Loan Application Defect Risk Index, we also measure specific risk categories, including defect, misrepresentation and fraud risk associated with the reporting and documentation of income in a mortgage loan application.”

“If the income is being inaccurately measured or misrepresented intentionally in the loan application, the borrower’s true ability-to-pay and the sustainability of the mortgage are incorrectly measured. Interestingly, the trend in income-related defect risk offers some good news. The risk related to income is down 3 percent over the last three months and more than 10 percent in the last year,” said Fleming. “This beneficial decline in income-related defect and misrepresentation risk is a benefit of the technological and process investments made by the lending industry to meet compliance and regulatory requirements. The result is better measurement at the loan application level of the borrower’s ability-to-pay and more accurate identification of sustainable mortgages.

“Income-related misrepresentation and fraud risk is declining, as loan underwriting standards have become more disciplined and as the lending industry have made compliance and regulatory driven investments,” said Fleming. “We continue to improve our ability to accurately project a borrower’s ability-to-pay and the sustainability of a mortgage — a benefit to consumers and lenders alike.”

Next Release

The next release of the First American Loan Application Defect Index will be posted the week of August 22, 2016.

Methodology

The methodology statement for the First American Loan Application Defect Index is available athttp://www.firstam.com/economics/defect-index.

Disclaimer

Opinions, estimates, forecasts and other views contained in this page are those of First American’s Chief Economist, do not necessarily represent the views of First American or its management, should not be construed as indicating First American’s business prospects or expected results, and are subject to change without notice. Although the First American Economics team attempts to provide reliable, useful information, it does not guarantee that the information is accurate, current or suitable for any particular purpose. © 2016 by First American. Information from this page may be used with proper attribution.

About First American

First American Financial Corporation (NYSE: FAF) is a leading provider of title insurance, settlement services and risk solutions for real estate transactions that traces its heritage back to 1889. First American also provides title plant management services; title and other real property records and images; valuation products and services; home warranty products; property and casualty insurance; and banking, trust and investment advisory services. With revenues of $5.2 billion in 2015, the company offers its products and services directly and through its agents throughout the United States and abroad. In 2016, First American was recognized by Fortune®magazine as one of the 100 best companies to work for in America. More information about the company can be found atwww.firstam.com.

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

Another Possible Defalcation with Troubled Title Company

The Daily Times, Farminton, NM

New Mexico Title Co. closed abruptly on Jan. 30 when it stopped accepting title work and interim manager Quentin Smith sent employees home. For days afterward, a phone message said that the business was closed. Customers began to stream in to inquire about their escrow accounts and the status of their real estate transactions.

Several New Mexico Title Co. customers told The Daily Times they had not received expected disbursements from escrow accounts, or that their payments to escrow accounts were not properly credited.

Edward Blinzler, a local businessman, filed a complaint with state regulators after an expected escrow disbursement did not appear. He has an escrow account with New Mexico Title for payments from a couple who bought a house from him. The homebuyers’ check has cleared their bank, he said.

LA Court Makes Good Call on Title Policy Coverage

The Louisiana Court made a good call in MGD Partners vs. First American Title, when MGD sued for bad title when the Parrish refused to issue building permits for a new subdivision of homes. Apparently the site had previously been used as a bombing range in WWII.   Read the Case at LEGAL

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.

MN Closer Jailed for Racketeering

A Forest Lake couple, Cynthia and Steven Strand, are in jail, facing 35 charges that allege $1.2 million was diverted from real estate sales through the couple’s closing company. Strand Closing was licensed as an independent closing service that closed loans for various title insurance agents underwritten by Old Republic, First American and Ticor. See more at MPLS Star Tribune or Kare 11 news

Can A Title Insurance Underwriter Legally Purchase Business?

A recent  lawsuit, Edwards v. First American, claims exclusive contracts between title insurance agents and underwriters are illegal under RESPA Section 8.

Point in case: In 1998 First American  purchased a small equity stake in Tower City Title Agency in exchange for a contract requiring  exclusive use of First American.  According to the plaintiff, Denise P. Edwards, the $2 million spent in the transaction was illegal under RESPA.  (Before First American purchased the stake in Tower City Title, the company did business with at least three other title underwriters besides First American.) Ms. Edwards lawsuit seeks damages for all of First American’s business conducted through similar exclusive agreements obtained in exchange for what she considers  advance “kickbacks” disguised as purchases of equity stakes in title insurance agencies, claiming amounted to an illegal referral of business under the anti-kickback provisions of RESPA Section 8.

More to follow as the lawsuit moves forward.

First American to Split in Two June 1st

Orange County Register

After 10 years of talks, and 1 1/2 years of planning, Santa Ana-based First American Corp. will split into two independent companies on Tuesday …
• The legacy component, consisting mainly of its title insurance and other insurance-related businesses, will be renamed First American Financial, trading on the New York Stock Exchange under the symbol of FAF.
• The newer, technologically advanced real estate and consumer data and analysis businesses formerly known as First American CoreLogic will form the second company, operating simply as CoreLogic. Its stock symbol will be CLGX.   For More Detail see Orange County Register

First American to Spin-off Title Company

First American  said on Friday that it has received government approval for the spin-off of its core title insurance operations from the company’s growing real estate  information services division. The approval clears the last hurdle for First American as it prepares  a June 1 spin-off that will create two publicly traded companies: First American Financial Corp. and CoreLogic Inc.  First American Financial will house the company’s title insurance business.  CoreLogic will include the company’s business data and analysis operations.

See more at Orange County Business Journal

From a valuation standpoint, the spinoff will be the largest split Orange County’s seen in more than a decade. First American currently counts a market value of $3.5 billion.

Info On Home Closing

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