Property ManagementFidelity/Vistainfo Deal Good To Go
Fidelity National Financial,
Inc. (NYSE: FNF), the nation"s largest provider of title insurance and
real estate related products and services, and VISTAinfo (NASDAQ: VINF),
the most comprehensive source of data and services for the real estate
industry, have signed a definitive agreement to combine both companies"
real estate information, technology products and assets into a jointly
owned real estate services company. The transaction is expected to close
during the third quarter of 2001.
Under the terms of the agreement, Fidelity National Financial will
contribute
the assets and operations of its Tax, Credit, Flood, Appraisal and Property
Records businesses in exchange for stock of VISTAinfo. These businesses
provide significant services to the real estate industry, including residential
property tax services, consumer mortgage credit analysis, flood insurance
determinations, automated to full-site appraisals and products derived
from a national real estate information database. These Fidelity National
entities will combine with VISTAinfo"s full range of real estate information
products and services, including multiple listings services (MLS) systems,
commercial property environmental risk and disclosure information, and
residential property disclosure data.
The combined company will become the most comprehensive provider of real
estate information, services and technology products to participants in
the real estate process, from origination through closing and servicing.
The parties expect the combined company to have first year annual revenue
of approximately $230 million. Upon closing, VISTAinfo will be 77% owned
by Fidelity National Financial. An executive management team will be named
from existing managers within both companies.
VISTAinfo"s capital structure will be restructured and simplified at the
closing of the transaction, including the conversion of the Series A, A-1
and A-2 Preferred Stock into common stock of VISTAinfo and the implementation
of a reverse stock split to reduce the number of common shares outstanding.
Additionally, the parties expect to refinance VISTAinfo"s existing bank
facility, repurchase the Series F Preferred Stock and repay amounts outstanding
under a $5 million bridge financing note being provided by Fidelity with
the proceeds of a new bank credit facility that will be in place at or
near closing. Finally, Fidelity has purchased VISTAinfo"s outstanding
convertible debt and restructured its terms.