Filed by Fidelity National Financial, Inc.
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: LandAmerica Financial Group,
Inc.
Commission File No. 001-13990
FNF LFG Acquisition Conference Call Script Bill
We are excited to announce the signing of a definitive merger under which FNF will acquire
LandAmerica. Under the terms of the merger agreement, LFG shareholders will receive 0.993 shares
of FNF common stock for each share of LFG common stock. We have always had great respect for
LandAmerica and we are confident that the combination of our two companies will create the
strongest and most financially sound title insurer in the country, with an unrivaled geographic and
commercial footprint.
The transaction has been structured to reduce the combined debt of LFG and FNF by
approximately $250 million prior to the closing of the merger agreement. This will be accomplished
by FNFs title insurance subsidiaries providing liquidity equal to the statutory book value of
LFGs two primary title insurance subsidiaries, Commonwealth and Lawyers, immediately prior to the
closing of the merger agreement. These proceeds will be used to repay outstanding indebtedness
under LFGs revolving credit facility and private placement senior notes and, potentially, existing
FNF debt. As a result, FNF anticipates no material change from its current debt to total
capitalization ratio of approximately 30%.
The transaction is subject to certain closing conditions, including LFG shareholder approval,
antitrust and state regulatory approvals, the divestiture of Centennial Bank by LFG and the
satisfaction of other customary closing conditions. The merger agreement also provides a due
diligence contingency for FNF that expires on November 21, 2008, during which time FNF will conduct
due diligence procedures on LFGs operations and financial condition. Theodore L. Chandler, Jr.,
LFGs Chairman and CEO, will join the FNF Board of Directors as Vice Chairman after the closing of
the transaction.
In connection with the signing of the merger agreement, Chicago Title, a subsidiary of FNF,
has agreed to provide a $30 million stand-by secured credit facility as a means of potential
additional liquidity for LFG. The credit facility cannot be drawn upon until the expiration of
FNFs due diligence contingency and will bear interest at a rate of LIBOR + 400 basis points. Any
advancement under this facility will be secured by approximately $155 million par value of auction
rate securities held by LFG.
Our preliminary estimate, which must be confirmed during our due diligence period, is that we
will realize at least $150 million in operational cost synergies throughout the combined
operations, including the areas of corporate and administrative overhead, direct and agency
operations and claims management and processing.
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Based on the Demotech Performance of Title Insurance Companies 2008 Edition, the combined
company had pro forma 2007 market share of 46.3 percent. The pro forma combined investment
portfolio and reserve for claim losses were approximately $5.5 billion and $2.6 billion,
respectively, as of September 30, 2008. Pro forma revenue for the nine months ended September 30,
2008 was approximately $5.3 billion.
This merger is a tremendous opportunity for FNF and one that we are confident will create
significant long-term value for our shareholders. Let me now turn the call back to our operator to
allow for any questions.
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