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Filed by Fidelity National Financial, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Chicago Title Company.
Registration No.: 333-89163
Contacts: Frank P. Willey
President
or
Al Stinson
Executive Vice President
Chief Financial Officer
(805) 563-1566
FOR IMMEDIATE RELEASE
FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES EXECUTION
OF AN $800 MILLION CREDIT FACILITY IN CONNECTION WITH
CHICAGO TITLE TRANSACTION
Irvine, Calif., February 11, 2000 -- Fidelity National Financial, Inc.
(NYSE:FNF), headquartered in Irvine, California, announced that is has executed
a fully syndicated Credit Agreement with Bank of America N.A., as the Lead
Arranger and Administrative Agent and Chase Securities Inc. as the co-Lead
Arranger and Syndication Agent to provide $800 million of Senior Credit
Facilities in connection with the merger of Chicago Title Corporation with and
into Fidelity. The Facilities are comprised of a $100 million 18-month revolving
credit facility, a $250 million 6-year revolving credit facility and a $450
million term loan facility amortizing over a 6-year period. Subject to the
consummation of the merger, proceeds from the Facilities will be used to finance
the cash portion of the merger consideration for Chicago Title Corporation
pursuant to the merger agreement, to refinance certain existing indebtedness, to
pay fees and expenses incurred in connection with the merger, and to fund other
general corporate purposes of the merged companies.
"We're pleased to have the cash portion of the financing in place for
the Chicago Title transaction," said William P. Foley, II, Fidelity's Chairman
and Chief Executive Officer. "The execution of the Credit Agreement completes
another significant step in the merger process."
Investors are urged to read our Joint Proxy Statement/Prospectus dated
December 29, 1999 and other relevant documents filed or to be filed with the
Securities and Exchange Commission because they contain important information.
These documents can be obtained
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FIDELITY NATIONAL FINANCIAL, INC. ANNOUNCES EXECUTION OF AN $800 MILLION CREDIT
FACILITY IN CONNECTION WITH CHICAGO TITLE TRANSACTION Page 2-2-2-2
from Fidelity National Financial, Inc. or at the commission's web site at
www.sec.gov.
Certain statements in this Press Release are forward-looking statements
concerning the benefits which Fidelity anticipates as a result of its proposed
acquisition of Chicago Title. Because such forward-looking statements involve
risks and uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements, including, without limitation, changes in general
economic conditions, either nationally or in the regions in which Fidelity and
Chicago Title operate; competitive pressures in the title insurance and other
title and real estate related services industries and legislative or regulatory
changes that adversely affect our operations, along with other factors discussed
in our filings with the Securities and Exchange Commission.
Headquartered in Irvine, California, Fidelity National Financial, Inc.
is one of the largest national title insurance underwriters and also provides
diversified real estate services. The company does business in 49 states, the
District of Columbia, Puerto Rico and the U.S. Virgin Islands. Fidelity, through
its principal subsidiaries, issues title insurance policies and performs other
real estate related services such as escrow, collection and trust activities,
real estate information and technology services, trustee sale guarantees, credit
reporting, attorney services, flood certification, tax monitoring, home warranty
insurance, reconveyances, recordings, foreclosure publishing and posting
services and exchange intermediary services in connection with real estate
transactions.
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