FNF Amends Agreement to Purchase LandAmerica Underwriters

Under an amended agreement, Fidelity National Financial Inc., Jacksonville, Fla., will pay $282 million to bankrupt LandAmerica Financial Group Inc., Richmond, Va., to acquire its two principal title insurance underwriters, Commonwealth Land Title Insurance Co and Lawyers Title Insurance Corp. In addition, FNF will now purchase United Capital Title Insurance Co. A pair of FNF subsidiaries will pay $135 million in cash, plus the parent company will give LandAmerica a total of approximately $147 million consisting of $47 million in cash, a $50 million subordinated note due in 2013, with interest at the five-year treasury rate at closing plus 1% and approximately $50 million in FNF common stock valued at no less than $14 per share. The agreement also calls for Fidelity National Title's cash purchase of United for statutory book value, approximately $16 million as of Sept. 30, 2008 at closing. The agreement is subject to certain closing conditions and regulatory approvals, including the entry of final approved orders by the Chapter 11 court. FNF can cancel this deal if the closing of Commonwealth and Lawyers does not take place on or before Dec. 22, 2008. The United purchase is expected to close in the first quarter of 2009.