Fidelity National Financial Inc. and Black Knight Financial Services have signed formal agreements for Fidelity's plan to distribute all 83.3 million shares of Black Knight common stock that it currently owns to FNF Group stockholders tax free.
FNF Group stockholders will ultimately receive a total of 83.3 million shares of Black Knight Holdco common stock, or approximately 0.305551 share for each FNF Group common share they own. The remaining holders of Black Knight's common stock will receive one share of Black Knight Holdco for each Black Knight class A common share they own.
Black Knight currently has about 154.2 million shares of class A and class B common stock outstanding. Fidelity currently has about 272.7 million shares of FNF Group common stock outstanding.
The plan has been approved by the IRS. The agreements relating to the plan were approved by the boards of both Fidelity and Black Knight. Black Knight's board acted following the recommendation of a special committee comprised of the company's two independent directors.
The plan is subject to filing of required registration statements with the SEC; regulatory and Black Knight stockholder approvals; and other closing conditions. The distribution is expected to close in the third quarter.