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.
I understand why Minnesota licenses its closers. It is a big responsibility to handle the hundreds of thousands of dollars each month that go a closer’s hands. It seems prudent to run those background checks, identify those trust accounts, etc. to secure the rights of the public and be able to follow those funds.
After all, it is a big temptation when times get tough. I know people, “good people,” who have “borrowed” funds (illegally.) I truly believe they thought they would just need a little help for a short time, to cover the rent or make payroll, until things got better and then they would reimburse the account. It’s a sad story and a dangerous tale. But we all know the title business is a very seasonal business and it seems it is always feast or famine. We are always looking to hire, or lay off.
On the other hand there are those who knowingly steal and think they can get away with it.
A title agent in Estero, FL is a recent example. Here is an account from Insurance News
March 14–A former title insurance agent in Estero accused of siphoning more than $705,000 from her clients in 2010 faces theft and fraud charges.
Lana Kaye Dargai, of the 22000 block of Forest View Drive, was arrested March 7, accused of stealing escrow funds put aside for the purchase and sale of real estate in Estero and Bonita Springs in June and July of 2010, according to theFlorida Department of Financial Services.
The department’s Division of Agent and Agency Services and Division of Insurance Fraud investigated the case. Dargai was doing business under the name Global Title Co., which she owned.
The investigation also found:
–Global Title used escrow money to purchase cashier’s checks to pay its own monthly rent and its own property taxes.
–In one instance, $9,000 in escrow money was moved into a bank account for Dargai’s father.
–At least eight times, from August 2009 through June 2010, funds from the company’s escrow account held with Bank of Florida were transferred into Global Title’s operating account, held with the same bank.
Dargai faces up to 15 years in prison for first degree grand theft and fraud charges, and her title agent license has been revoked. Dargai’s case will be prosecuted by the State Attorney’s Office in Fort Myers.
“These cases are thoroughly investigated, which takes time. Also, the State Attorney’s Office had a forensic accountant going over all the facts and figures,” said Ashley Carr, a spokeswoman for the Department of Financial Services.
Dargai, she said, turned in her Global Title agency license in 2011. She made off with money from at least five clients.
Stewart Title Guaranty, the underwriter for the money, reported the fraud to the state. “The clients weren’t even aware of any issues as Stewart Title covered the losses,” Carr said. “The clients are not out any money. The victim is Stewart Title.” Florida Community Bank was among the claimants that Stewart paid.
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?
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
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.
In an internal memo obtained by The Associated Press, Houston-based Stewart is issuing guidelines to its agents that make it difficult to write policies on property foreclosed upon by four banks whose processes are in question. Those banks are JP Morgan Chase, Bank of America, OneWest Bank or Ally Financial’s GMAC Mortgage unit. See AP article here.
Good, solid Title Underwriters continue to pay the price for poor agent handling during busy times. When the market was overwhelmed with business, many title underwriters signed as many title insurance agents as they could find, and the result was those agents were entrusted with billions of dollars in customer trust funds. With the volume of transactions and the phenomenal number of agents, it became much too difficult to keep an eye on the prize – the money that is. Even with the idea of separating the handling of funds through Agent Contracts and the issuing of Insured Closing Letters from the liability of insuring titles, there has been and continues to be much room for risk and litigation. That reared its ugly head again yesterday in a report about a lawsuit against Stewart Title. According to the article:
Executives at Stewart Title “aided and abetted” the plundering of tens of millions of dollars alleges a federal lawsuit. The lawsuit seeks damages in excess of $40 million from Texas-based Stewart Title. An attorney representing Stewart said Monday the company does not comment on pending litigation. Read more here at Southtown Star.
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