Lender Processing Services, Inc. Announces an Adjustment to the Consideration Mix in Its Acquisition by Fidelity National

Lender Processing Services, Inc. Announces an Adjustment to the Consideration
         Mix in Its Acquisition by Fidelity National Financial, Inc.

PR Newswire

JACKSONVILLE, Fla., June 19, 2013

JACKSONVILLE, Fla., June 19, 2013 /PRNewswire/ -- Lender Processing Services,
Inc. (NYSE:LPS), a leading provider of integrated technology, services, data
and analytics to the mortgage and real estate industries, today announced that
Fidelity National Financial, Inc. (NYSE: FNF) has exercised its option to
adjust the consideration mix in its previously announced acquisition of LPS by
increasing the cash component of the total consideration by approximately $500
million and correspondingly decreasing the stock component of the total
consideration by an equal amount.

FNF will directly provide $300 million of the $500 million increase, with
funds affiliated with Thomas H. Lee Partners, L.P. ("THL") providing the
remaining $200 million. The total consideration will be unchanged and the
additional $500 million cash component will be offset by an equal reduction in
the stock component of the total consideration.

On May 28, 2013, LPS signed a definitive agreement under which FNF will
acquire all of the outstanding stock of LPS for $33.25 per common share, for a
total equity value of approximately $2.9 billion.

Under the definitive agreement, FNF's shares of common stock have been valued
at $25.489 per share (the "Reference Price"). Based on the increased cash
component of the total consideration, that now represents a fixed exchange
ratio of 0.42948 shares of FNF common stock for each share of LPS common
stock. Based on the Reference Price, FNF currently expects to issue
approximately 37.8 million shares of FNF common stock to LPS common
stockholders, representing approximately 14.2% of FNF's pro-forma, fully
diluted outstanding shares.

Based on today's announcement, if FNF's average common stock price at closing
is greater than $26.763, the exchange ratio will be adjusted to reflect the
increased value that would have been received at closing without today's
increase in the cash consideration. If FNF's average common stock price at
closing is greater than $24.215 but less than $26.763, the exchange ratio
remains fixed at 0.42948 per share of FNF common stock. If FNF's average
common stock price at closing is between $20.00 and $24.215 per share, FNF
will increase the number of shares of FNF common stock to be received by LPS
stockholders such that LPS stockholders receive a minimum of $10.40 per share
in value on the stock portion of the consideration, or $32.703 per share in
total. If FNF's average common stock price at closing is less than $20.00,
the exchange ratio will be fixed at 0.52000 per share of FNF common stock, in
which event LPS will have a right to terminate the transaction. Additionally,
on or before three trading days prior to the anticipated date of effectiveness
of FNF's registration statement on Form S-4, FNF has the option to further
increase the cash portion of the consideration from $22.303 per share of LPS
common stock up to $33.25 per share of LPS common stock with a corresponding
decrease in the stock portion of the merger consideration as provided for
under the terms of the merger agreement, in which case the exchange ratio will
be adjusted to reflect the new consideration mix. However, if FNF elects to
further increase the cash portion of the consideration and FNF's average
common stock price at closing is greater than $26.763, then the exchange ratio
will be further adjusted to continue to reflect the increased value that would
have been received at closing without any change in consideration mix.

The acquisition agreement includes a "go-shop" period effective through July
7, 2013, during which LPS is permitted to actively solicit alternative
acquisition proposals from third parties. The acquisition agreement contains a
break-up fee equal to approximately 1.25% of the total equity value of $2.9
billion payable to FNF if LPS terminates the acquisition agreement based on
receiving a superior proposal during the "go-shop" period. The acquisition
agreement also contains a break-up fee equal to approximately 2.5% of the
total equity value if LPS fails to hold a shareholders meeting or terminates
the agreement after the expiration of the "go-shop" period because it received
a superior proposal after the expiration of the "go-shop" period. In
addition, the acquisition agreement includes a break-up fee equal to
approximately 2.5% of the total equity value if (i) a competing offer for LPS
is made public by a third party, (ii) the acquisition agreement is terminated
either as a result of the LPS shareholders voting against the transaction or
the date of March 31, 2014 being reached and the LPS shareholders meeting not
having been held or if LPS breaches its obligations which results in the
failure of a closing condition and (iii) within twelve months after
termination, LPS enters into or consummates any alternative transaction.

The transaction is subject to approval by LPS and FNF stockholders, approvals
from applicable federal and state regulators and satisfaction of other
customary closing conditions. Closing of the transaction is currently expected
to occur in the fourth quarter of 2013.

About LPS

Lender Processing Services (NYSE: LPS) delivers comprehensive technology
solutions and services, as well as powerful data and analytics, to the
nation's top mortgage lenders, servicers and investors. As a proven and
trusted partner with deep client relationships, LPS offers the only end-to-end
suite of solutions that provides major U.S. banks and many federal government
agencies the technology and data needed to support mortgage lending and
servicing operations, meet unique regulatory and compliance requirements and
mitigate risk. These integrated solutions support origination, servicing,
portfolio retention and default servicing. LPS' servicing solutions include
MSP, the industry's leading loan-servicing platform, which is used to service
approximately 50 percent of all U.S. mortgages by dollar volume. LPS also
provides proprietary data and analytics for the mortgage, real estate and
capital markets industries.

LPS is a Fortune 1000 company headquartered in Jacksonville, Fla., and employs
approximately 7,500 professionals. For more information, please visit
www.lpsvcs.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed acquisition of
LPS by FNF, the expected timetable for completing the transaction, benefits
and synergies of the transaction, future opportunities for the combined
company and products and any other statements regarding FNF's and LPS' future
expectations, beliefs, plans, objectives, financial conditions, assumptions or
future events or performance that are not historical facts are
"forward-looking" statements made within the meaning of Section 21E of the
Securities Exchange Act of 1934. These statements are often, but not always,
made through the use of words or phrases such as "believe," "anticipate,"
"should," "intend," "plan," "will," "expect(s)," "estimate(s)," "project(s),"
"positioned," "strategy," "outlook" and similar expressions. All such
forward-looking statements involve estimates and assumptions that are subject
to risks, uncertainties and other factors that could cause actual results to
differ materially from the results expressed in the statements. Among the key
factors that could cause actual results to differ materially from those
projected in the forward-looking statements are the following: the ability to
consummate the proposed transaction; the ability to obtain requisite
regulatory and stockholder approval and the satisfaction of other conditions
to the consummation of the proposed transaction; the ability of FNF to
successfully integrate LPS' operations and employees and realize anticipated
synergies and cost savings; the potential impact of the announcement or
consummation of the proposed transaction on relationships, including with
employees, suppliers, customers and competitors; FNF and LPS are subject to
intense competition and increased competition is expected in the future; LPS'
ability to adapt its services to changes in technology or the marketplace; the
impact of changes in the level of real estate activity (including, among
others, loan originations and foreclosures) on demand for certain of LPS'
services; LPS' ability to maintain and grow its relationship with its
customers; the effects of LPS' substantial leverage on its ability to make
acquisitions and invest in its business; the level of scrutiny being placed on
participants in the foreclosure business; risks associated with federal and
state enforcement proceedings, inquiries and examinations currently underway
or that may be commenced in the future with respect to LPS' default management
operations, and with civil litigation relating to these matters; changes to
the laws, rules and regulations that regulate LPS' businesses as a result of
the current economic and financial environment; changes in general economic,
business and political conditions, including changes in the financial markets;
the impact of any potential defects, development delays, installation
difficulties or system failures on LPS' business and reputation; and risks
associated with protecting information security and privacy. Additional
information concerning these and other factors can be found in LPS' and FNF's
filings with the Securities and Exchange Commission ("SEC"), including LPS'
and FNF's most recent Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. FNF and LPS assume no obligation to
update the information in this communication, except as otherwise required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof and LPS
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the
proposed acquisition of LPS by FNF. In connection with the proposed
acquisition, LPS and FNF intend to file relevant materials with the SEC,
including FNF's registration statement on Form S-4 that will include a joint
proxy statement of FNF and LPS that also constitutes a prospectus of FNF.
Investors and security holders are urged to read all relevant documents filed
with the SEC, including the joint proxy statement/prospectus, because they
will contain important information about the proposed transaction. Investors
and security holders are able to obtain the documents (once available) free of
charge at the SEC's website, http://www.sec.gov, or for free from LPS by
contacting Nancy Murphy, LPS Vice President, Investor Relations, 904.854.8640,
Nancy.Murphy@lpsvcs.com, or for free from FNF by contacting Daniel Kennedy
Murphy, FNF Senior Vice President and Treasurer, 904-854-8120,
dkmurphy@fnf.com. Such documents are not currently available.

Participants in Solicitation

FNF and its directors, executive officers and certain employees, and LPS and
its directors, executive officers and certain employees, may be deemed to be
participants in the solicitation of proxies from the holders of Company Common
Stock and the holders of FNF common stock in respect of the proposed
transaction. Information about LPS' directors and executive officers is set
forth in the proxy statement for LPS' 2013 Annual Meeting of stockholders,
which was filed with the SEC on April 9, 2013. To the extent holdings of LPS
securities have changed since the amounts contained in the proxy statement for
LPS' 2013 Annual Meeting of stockholders, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Information about FNF's directors and executive officers is set forth in the
proxy statement for FNF's 2013 Annual Meeting of stockholders, which was filed
with the SEC on April 12, 2013. To the extent holdings of FNF securities have
changed since the amounts contained in the proxy statement for FNF's 2013
Annual Meeting of stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Investors may
obtain additional information regarding the interest of such participants by
reading the joint proxy statement/prospectus regarding the acquisition (once
available). These documents (when available) may be obtained free of charge
from the SEC's website http://www.sec.gov, or from LPS and FNF using the
contact information above.

Non-Solicitation

This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.

SOURCE Lender Processing Services, Inc.

Website: http://www.lpsvcs.com
Contact: Investors: Nancy Murphy, (904) 854-8640; nancy.murphy@lpsvcs.com, or
Media: Michelle Kersch, (904) 854-5043; michelle.kersch@lpsvcs.com
 
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