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.
Can’t We All Just Get Along – some great advise
As a board member on not one, but two Homeowner’s Associations and several committees, I had to laugh when I read this great article by Nancy Polomis at Hellmuth and Johnson Law Firm in Edina, MN. It’s Hard not to recognize the cast of characters in her play. We all know the “Complainer”, the “Bully” and the “Hawk” in our daily activities and she gives some great advise as to how to handle them.
Read her advise along with some good reminders about MCOIA law in this article. Thank you Nancy!
ALTA President Testifies Before Congress on CFPB Proposals
Old Republic National Title’s EVP and CIO officer, Rob Chapman is the current President of ALTA
press release
5/22/2014
American Land Title Association (ALTA) President Rob Chapman delivered the following oral testimony today during a hearing before the Financial Institutions and Consumer Credit subcommittee of the House Committee on Financial Services titled “Legislative Proposals to Improve Transparency and Accountability at the Consumer Financial Protection Bureau (CFPB).”
During the hearing, Chapman identified three ways that Congress should work in a bipartisan way to improve outcomes for consumers and businesses:
“First, Congress should pass H.R. 4383,” said Chapman, president of ALTA, the national trade association of the land title insurance industry. “This bipartisan legislation by Rep. Pittenger and Rep. Heck would establish a small business advisory board at CFPB, similar to those already established for community banks and credit unions. Second, direct the CFPB to issue advisory opinions. An advisory opinion provides certainty to those of us who comply with federal consumer financial law in real life situations.
“Finally, inject sunlight on policy statements, bulletins and other guidance documents by encouraging public feedback. Public comments ensure these documents are useful and understandable to industry, provide a safety valve to reduce unintended consequences, and produce better policy outcomes for consumers and industry.”
A full copy of Chapman’s oral testimony is available here.
About ALTA
The American Land Title Association, founded in 1907, is a national trade association representing more than 5,000 title insurance companies, title agents, independent abstracters, title searchers, and real estate attorneys. ALTA members conduct title searches, examinations, closings, and issue title insurance that protects real property owners and mortgage lenders against losses from defects in titles.
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
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.
Real Source Title Owner Sentenced
Disbarred Attorney, Jason Fischer, was co-owner of Real Source Title, an agency with offices in: Burnsville and Mahtomedi Minnesota; Hudson, Wisconsin and Illinois. His underwriter was Old Republic National Title. Fischer admitted that he began illegally stealing money from his company’s escrow accounts to himself and other business ventures beginning in 2006 and continuing into 2009. Fischer drained the entire title agency escrow account leaving no funds to pay fifteen mortgages that Real Source Title was responsible to pay. This left the mortgagors with ruined credit and foreclosure issues on loans they thought were paid. Fischer admitted to his theft in Wisconsin State Supreme Court acknowledging that he misappropriated over $2 million dollars from his company’s escrow accounts including nearly $500,000 in a restaurant venture where Fischer had an ownership interest as well as around $350,000 for personal use. Fischer was sentenced to more than four years in federal prison for stealing more than $3 million from a real estate title and escrow company that he co-owned. More at MPLS STAR TRIBUNE
Underwriter Declines to Write Title Policies for Ally and GMAC Foreclosures
It has been reported that Old Republic Title, known for it’s quality products, thoughtful and cautious underwriting, is declining to write new title policies on Ally and GMAC foreclosures, due to the questionable foreclosure tactics used by the entities performing their foreclosures.
Those purchasing foreclosures should be particularly careful to buy an owner’s policy of title insurance, as many of the foreclosure mills doing the technical work have been shoddy, usingpoor judgment and some even illegal methods to speed the foreclosure process. See MORE HERE at Palm Beach Post.
Child Support Liens Now Last 20 Years in MN
Hi Jeanne,
Thanks for a wonderful class. Your classes are always so informative and helpful. I was just picking up my class materials to get your email address to ask a question. Can you tell me where I can find the info regarding Child Support Judgments being extended to 20 years. The book just lists MSA541.04, but that didn’t help me find it. I spoke with Goodhue Co District Court and Rice County District Court and no one has heard anything about it. Thanks. Luan
Hi Luan, The revision is in the 2010 laws that don’t show up except in MN Sessions laws. It is so new it hasn’t caught up yet at the revisor’s office. You can check the validity at the address below.
So glad you enjoyed the class. It was a wonderful group! Best, Jeanne
https://www.revisor.mn.gov/laws/?id=238&doctype=Chapter&year=2010&type=0#laws.0.4.0
Fanny Freddie Look At Prohibiting Transfer and HOA Fees
Saturday, August 21, 2010
A federal agency is moving to prohibit controversial “private transfer fees” on all mortgages funded by Fannie Mae and Freddie Mac. But its proposed ban might extend to transfer fees routinely collected by community associations across the country — potentially forcing some of them to raise assessments on thousands of unsuspecting homeowners.
The Federal Housing Finance Agency (FHFA), which oversees the two mortgage giants in conservatorship, issued proposed “guidance” Aug. 12 that would prohibit Fannie and Freddie plus the federal home loan banks from investing in mortgages carrying private transfer-fee covenants.
Private transfer fees are starkly different from transfer fees imposed by local governments to raise revenue for public services when properties change hands. In a private transfer-fee arrangement, a developer or property owner records a long-term covenant requiring payments to trustees or other private parties every time the property is resold. The best-known and most controversial version of this plan is being promoted by Freehold Capital Partners of New York. The Freehold program, which the company says has attracted the participation of “thousands” of development projects worth “hundreds of billions of dollars” across the country, imposes a 1 percent fee that must be paid by the home seller out of the settlement proceeds every time the house is resold during the next 99 years. The money flows from the closing to a trustee, who distributes shares of it to private investors and others, including the developer in some cases.
Freehold’s activities have raised widespread opposition— 18 state legislatures have either restricted or banned the use of private transfer fees in varying forms. The proposal from the FHFA seeks to cut off federally related funding or guarantees for the underlying conventional mortgages that support private transfer-fee programs such as Freehold’s.
Although under conservatorship, Fannie Mae and Freddie Mac still account for a large share of new conventional mortgages. Along with the Federal Housing Administration, which had earlier indicated opposition to private transfer-fee plans, the three entities are responsible for upwards of 95 percent of mortgage market volume, according to industry estimates.
Edward J. DeMarco, acting director of the FHFA, said the proposed ban — pending a 60-day public comment period — is necessary because the fees “may impede the marketability and the valuation of properties,” may raise homeownership costs and “contribute to reduced transparency for consumers because the fees are not disclosed by sellers and are difficult to discover through customary title searches.”
The wording of the ban, however, appears to reach well beyond Freehold-type fees to include mortgages where covenants require payments to homeowners associations, affordable housing groups, or other community or nonprofit organizations upon each resale of the property.
Many new housing development projects come with not-for-profit homeowners associations that collect assessments from owners to fund community improvements and property management. Some also receive covenanted transfer-fee payments to fund part of their work. Still others impose long-term transfer fees designed to benefit specific charities.
For example, Lennar, a builder based in Miami, has imposed mandatory transfer fees on thousands of homes constructed in its California developments. The fees, which amount to one-20th of a percent of the price of the home each time it resells, support the efforts of the Lennar Charitable Housing Foundation’s anti-homeless and affordable shelter activities, according to a spokesman for the firm, Marshall Ames.
But the FHFA’s proposal explicitly includes a broad spectrum of such programs in the ban. It says “even where such fees are payable to a homeowners association,” they are “likely to be unrelated to the value rendered and at times may apply even if the property’s value has significantly diminished since the time the covenant was imposed.”
Andrew Fortin, vice president of government affairs for the 30,000-member Community Associations Institute, which represents homeowners and association managers nationwide, said that banning investments in mortgages on properties with transfer fees payable to associations “is potentially a big problem.” Among other negatives, it could force associations to increase annual assessments on individual homeowners.
Fortin said his group “shares the concerns of FHFA about programs that create neo-feudal arrangements” with outside investors, but believes the agency needs to better distinguish between profit-motivated transfer fees and those that benefit public interest and nonprofit organizations.
Meanwhile, a spokesman for Freehold Capital Partners deplored the FHFA’s proposal. Arguing that private transfer fees provide crucial financial support for developers and their customers, Bryan J. Cohen, the company’s executive vice president and general counsel, said “this is precisely the wrong time to eliminate a program that halts foreclosures, helps restart failed projects, creates jobs and reduces upfront costs to American homebuyers.”
Heart Attack Symptoms Women Should Recognize
I rarely post personal items, but this time it’s different. As many of you know, I have had a couple of very tough years with some very serious surgeries, putting me pretty much out of commission. Thankfully, I am on the mend. But last week my wonderful sister-in-law, Suelin, had a stroke. She had no idea what was happening, and luckily my brother Jay rushed her to the hospital. She is currently in rehab, but has a long way to come back. So when my friend Walt sent me this email, I thought I’d pass it on. Maybe it will save a life.
FEMALE HEART ATTACKS
I was aware that female heart attacks are different, but this is the best description I’ve ever read.
Women and heart attacks (Myocardial infarction). Did you know that women rarely have the same dramatic symptoms that men have when experiencing heart attack.. you know, the sudden stabbing pain in the chest, the cold sweat, grabbing the chest & dropping to the floor that we see in the movies. Here is the story of one woman’s experience with a heart attack.
‘I had a heart attack at about 10:30 PM with NO prior exertion, NO prior emotional trauma that one would suspect might have brought it on. I was sitting all snugly & warm on a cold evening, with my purring cat in my lap, reading an interesting story my friend had sent me, and actually thinking, ‘A-A-h, this is the life, all cozy and warm in my soft, cushy Lazy Boy with my feet propped up.
A moment later, I felt that awful sensation of indigestion, when you’ve been in a hurry and grabbed a bite of sandwich and washed it down with a dash of water, and that hurried bite seems to feel like you’ve swallowed a golf ball going down the esophagus in slow motion and it is most uncomfortable. You realize you shouldn’t have gulped it down so fast and needed to chew it more thoroughly and this time drink a glass of water to hasten its progress down to the stomach. This was my initial sensation–the only trouble was that I hadn’t taken a bite of anything since about 5:00 p.m.
After it seemed to subside, the next sensation was like little squeezing motions that seemed to be racing up my SPINE (hind-sight, it was probably my aorta spasms), gaining speed as they continued racing up and under my sternum (breast bone, where one presses rhythmically when administering CPR).
This fascinating process continued on into my throat and branched out into both jaws. ‘AHA!! NOW I stopped puzzling about what was happening — we all have read and/or heard about pain in the jaws being one of the signals of an MI happening, haven’t we? I said aloud to myself and the cat, Dear God, I think I’m having a heart attack!
I lowered the foot rest dumping the cat from my lap, started to take a step and fell on the floor instead. I thought to myself, If this is a heart attack, I shouldn’t be walking into the next room where the phone is or anywhere else… but, on the other hand, if I don’t, nobody will know that I need help, and if I wait any longer I may not be able to get up in a moment.
I pulled myself up with the arms of the chair, walked slowly into the next room and dialed the Paramedics… I told her I thought I was having a heart attack due to the pressure building under the sternum and radiating into my jaws. I didn’t feel hysterical or afraid, just stating the facts. She said she was sending the Paramedics over immediately, asked if the front door was near to me, and if so, to un-bolt the door and then lie down on the floor where they could see me when they came in.
I unlocked the door and then laid down on the floor as instructed and lost consciousness, as I don’t remember the medics coming in, their examination, lifting me onto a gurney or getting me into their ambulance, or hearing the call they made to St. Jude ER on the way, but I did briefly awaken when we arrived and saw that the radiologist was already there in his surgical blues and cap, helping the medics pull my stretcher out of the ambulance. He was bending over me asking questions (probably something like ‘Have you taken any medications?’) but I couldn’t make my mind interpret what he was saying, or form an answer, and nodded off again, not waking up until the Cardiologist and partner had already threaded the teeny angiogram balloon up my femoral artery into the aorta and into my heart where they installed 2 side by side stints to hold open my right coronary artery.
I know it sounds like all my thinking and actions at home must have taken at least 20-30 minutes before calling the paramedics, but actually it took perhaps 4-5 minutes before the call, and both the fire station and St Jude are only minutes away from my home, and my Cardiologist was already to go to the OR in his scrubs and get going on restarting my heart (which had stopped somewhere between my arrival and the procedure) and installing the stints.
Why have I written all of this to you with so much detail? Because I want all of you who are so important in my life to know what I learned first hand.
1. Be aware that something very different is happening in your body, not the usual men’s symptoms but inexplicable things happening (until my sternum and jaws got into the act). It is said that many more women than men die of their first (and last) MI because they didn’t know they were having one and commonly mistake it as indigestion, take some Maalox or other anti-heartburn preparation and go to bed, hoping they’ll feel better in the morning when they wake up… which doesn’t happen. My female friends, your symptoms might not be exactly like mine, so I advise you to call the Paramedics if ANYTHING is unpleasantly happening that you’ve not felt before. It is better to have a ‘false alarm’ visitation than to risk your life guessing what it might be!
2. Note that I said ‘Call the Paramedics.’ And if you can take an aspirin. Ladies, TIME IS OF THE ESSENCE!
Do NOT try to drive yourself to the ER – you are a hazard to others on the road.
Do NOT have your panicked husband who will be speeding and looking anxiously at what’s happening with you instead of the road.
Do NOT call your doctor — he doesn’t know where you live and if it’s at night you won’t reach him anyway, and if it’s daytime, his assistants (or answering service) will tell you to call the Paramedics. He doesn’t carry the equipment in his car that you need to be saved! The Paramedics do, principally OXYGEN that you need ASAP. Your Dr will be notified later.
3. Don’t assume it couldn’t be a heart attack because you have a normal cholesterol count. Research has discovered that a cholesterol elevated reading is rarely the cause of an MI (unless it’s unbelievably high and/or accompanied by high blood pressure). MIs are usually caused by long-term stress and inflammation in the body, which dumps all sorts of deadly hormones into your system to sludge things up in there. Pain in the jaw can wake you from a sound sleep. Let’s be careful and be aware. The more we know the better chance we could survive.
A cardiologist says if everyone who gets this mail sends it to 10 people, you can be sure that we’ll save at least one life.
*Please be a true friend and send this article to all your friends (male & female) who you care about!*