Down at the Club Rad Gumbo

Today’s a link dump.

The AKC on responsible pet ownership.

Bad news at Orrick.  Am I the only one that missed Thelan going under?

HUD’s press release.  (yeah, I know I’m late on that one)

Older article, but it totals LandAm’s layoffs at over 4200.  WTF?

All good real estate scams involve Biblical Authority.  Legally ridiculous.

This is just sweet.

And this is my friend’s puppy.  How cute is she?

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Everybody knows that the good guys lost

I was going to comment some more on Fidelity swallowing LandAmerica, but they did a great job over on the Source of Title.  Can’t wait to hear OldTitleGuy’s read on this.  I was listening to Dusty Rhodes rant on Wall Street last night.  She was talking about “failing upwards”.  Wonder what NASCAR Teddy’s going to do when The Burgermeister runs him out.  I’ve been hearing that they were trying to get LandAmerica into the black by the end of the year.  Well, I guess this is one way to do it.  Wonder how that bid for the Treasury contracts is going?  OK, here’s some executive compensation.  You know how much I love this stuff.  Give it back Ted, you blew it.

A great lady went quietly into the night yesterday.  Rest in peace Mama Africa.

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Certain things turn ugly when you think too hard

I suppose there are real deals going on out there.  You know, the ones with a seller who actually lives in the house and is making the payments, you call the guy up and arrange a time to show it.  He agrees to your offer and the deal goes to a local title company on the corner and an EO that’s been there for years closes the deal.

That’s not what my world is about right now.  I’m seeing deals forced to remote locations where an overworked Escrow Officer who has two assistants less than what is really needed to do the job and is working ridiculous hours, after the third, fourth or fifth pay cut endured in the last two years.  Commissions are gone and they’re afraid to turn in overtime (in violation of California law) because they’re afraid of losing their jobs.  It makes me sick.  I blame first Bill Foley and second Parker Kennedy for this.  I don’t really think NASCAR Teddy has had an original thought in his life, so he gets to skate on this one.

One of my unnamed realtor friends had a deal go through Pittburgh, PA.  The property is in Pittsburg, CA.  (note different spelling of the city and different time zones of the state)  It has been sitting there waiting for the Pittburgh, PA Escrow Officer to provide the lender a copy of the buyer’s deposit check for ten days now.  Think they’re a little unclear on California practice?  Or just over worked?  They’re a division of Fidelity which makes me wonder after last week’s events.  Maybe the new corporate motto for FidelityNationalLandAmericaCommonwealthGatewaySouthlandNewCentury should be “We don’t care because we don’t have to.”  I’ve got a deal that the counter included a $150 fee to a company (also a division of Fidelity) for I don’t even know what.  I really don’t know what the fee is for.  My buyer’s going to have to pay it to get the property, but then he’s going to file a complaint with Department of Corporations.  And probably the DOI.  It’s time these AssKlowns stopped answering to Wall Street and started answering to Main Street.  Main Street shouldn’t be paying these bullshit fees.  Wall Street just needs to take their lumps.  It’s been a good run and now it’s over.  Pull up your big boy socks and totter on home boys.  Tomorrow’s another day.

On the other hand, I was thinking, these last two moves of The BurgerFlipper are very smart.  He knew his competition would get into trouble, I don’t think he knew he’d get LandAmerica.  I think he thought he’d get Old Repulsive.  The fact that NASCAR Teddy was way out of his league was just a bonanza for the BurgerFlipper.  LandAmerica blinked and The BurgerFlipper got the whole enchilada…with fries.  I’ve got to give him credit for that corporate raid.  Well thought out.  Now all he needs to do is conduct business properly.  I don’t think “We don’t care because we don’t have to” is going to fly.

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Life springs eternal on a gaudy neon street

I’m beat so it must be time for The Google keywords of the week weak.

  • ted chandler landamerica takeover
  • investor protection association sucks
  • john harrit alliance title (a sighting later in this post)
  • multi packs of bunny ears
  • real estate chandler (as in Friends or as in Arizona?)
  • a pink thing come out of my bunny’s private (OK, this is a first)
  • munchenhausen syndrome by proxy (my personal favorite)
  • www.israely doeberman dog.com (at least he spelled “dog” correctly)
  • pinkbunnyears.com (well, uh, yeah)

As promised, here’s everyone’s favorite picture of John Harrit with Parker Kennedy. Enjoy.

I’ve got some more pictures of Bill and Ted from the merger meetings.

Bill and Ted leaving the conference room

And the new FidelityNationalLandAmericaCommonwealthGatewaySouthlandNewCentury corporate head shot

Keep in mind, all PBE blather is copyrighted. I soo don’t want to see this used at a corporate retreat in South Carolina. We like our FidelityNationalLandAmericaCommonwealthGatewaySouthlandNewCentury corporate retreats to look more like this:

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But wait, there’s more!

Fidelity National Financial, Inc. and LandAmerica Financial Group, Inc. Announce the Signing of a Definitive Merger Agreement

Jacksonville, Fla. and Richmond, VA — (November 7, 2008) — Fidelity National Financial, Inc. (NYSE:FNF) and LandAmerica Financial Group, Inc. (NYSE:LFG) today announced the signing of a definitive merger agreement under which FNF will acquire LFG. 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.

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 FNF’s title insurance subsidiaries providing liquidity equal to the statutory book value of LFG’s two primary title insurance subsidiaries, Commonwealth Land Title Insurance Company (“Commonwealth”) and Lawyers Title Insurance Corporation (“Lawyers”), immediately prior to the closing of the merger agreement. These proceeds will be used to repay outstanding indebtedness under LFG’s 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 LFG’s operations and financial condition. Theodore L. Chandler, Jr., LFG’s 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 Insurance Company (“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 FNF’s 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.

“We are very excited to join forces with LandAmerica,” said FNF Chairman William P. Foley, II. “We have always had great respect for LFG 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. 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. This merger is a tremendous opportunity for FNF and one that we are confident will create significant long-term value for our shareholders.”

“The unprecedented credit freeze and depressed real estate market have negatively impacted our business to the point that it has become increasingly difficult for LandAmerica to remain an independent public company,” said LFG Chairman and CEO Theodore L. Chandler, Jr. “We are pleased to join the FNF family of companies and believe that this combination is in the best interest of our shareholders, customers and employees. We look forward to the opportunity to bring the strength of our combined capabilities to the marketplace.”

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. Proforma revenue for the nine months ended September 30, 2008 was approximately $5.3 billion.

FNF will hold a conference call to discuss the merger at 11:00 a.m. Eastern Time this morning, Friday, November 7, 2008. Those wishing to participate via the webcast should access the call through FNF’s Investor Relations website at www.fnf.com. Those wishing to participate via the telephone may dial-in at 800-230-1951 (USA) or 612-288-0329 (International). The conference call replay will be available via webcast through FNF’s Investor Relations website at www.fnf.com. The telephone replay will be available from 12:00 p.m. Eastern Time on November 10, 2008, through November 17, 2008, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 969396.

Fidelity National Financial, Inc. is a leading provider of title insurance, specialty insurance, claims management services and information services. FNF is one of the nation’s largest title insurance companies through its title insurance underwriters – Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title – that issue approximately 27 percent of all title insurance policies in the United States. FNF also provides flood insurance, personal lines insurance and home warranty insurance through its specialty insurance business. FNF also is a leading provider of outsourced claims management services to large corporate and public sector entities through its minority-owned subsidiary, Sedgwick CMS. FNF is also a leading information services company in the human resource, retail and transportation markets through another minority-owned subsidiary, Ceridian Corporation. More information about FNF can be found at www.fnf.com.

LandAmerica Financial Group, Inc. is a leading provider of real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica serves agent, residential, commercial and lender customers throughout the United States, Mexico, Canada, the Caribbean, Latin America, Europe and Asia. LandAmerica is recognized as number one in the mortgage services industry on Fortune’s® 2007 and 2008 lists of America’s Most Admired Companies.

In connection with the proposed merger, FNF will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of LFG that also constitutes a prospectus of FNF. LFG will mail the proxy statement/prospectus to its stockholders. FNF and LFG urge investors and security holders to read the proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website www.sec.gov. You may also obtain these documents, free of charge, from FNF’s website at www.fnf.com under the tab “Investor Relations” and then under the item “SEC Filings”. You may also obtain these documents, free of charge, from LFG’s website at www.landam.com under the heading “Investor Information” and then under the tab “SEC Filings”. FNF, LFG and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from LFG stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of such stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about FNF’s executive officers and directors in its definitive proxy statement filed with the SEC on April 15, 2008. You can find information about LFG’s executive officers and directors in its definitive proxy statement filed with the SEC on March 24, 2008. You can obtain free copies of these documents from FNF and LFG using the contact information above.

This document shall not constitute 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 offering 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.

This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the possibility that the proposed merger will not be completed due to the failure to secure necessary regulatory approvals, or due to the outcome of FNF’s due diligence review; the possibility that there are unexpected delays in obtaining regulatory approvals; the failure to obtain approval of LFG’s shareholders; the possibility that the revenues, cost savings, growth prospects and any other synergies expected from the proposed transaction may not be fully realized or may take longer to realize than expected; changes in general economic, business and political conditions, including changes in the financial markets; continued weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U. S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on operating subsidiaries as a source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K and other filings with the Securities and Exchange Commission.

SOURCES: Fidelity National Financial, Inc. and LandAmerica Financial Group, Inc.

CONTACTS:
FNF:
Daniel Kennedy Murphy,Br> Senior Vice President and Treasurer
904-854-8120
dkmurphy@fnf.com

LFG: Bill Evans
Chief Financial Officer
804-267-8114
bevans@landam.com

It’s obvious you hate me though I’ve done nothing wrong

From: Foster, Margaret M.
Sent: Friday, November 07, 2008 11:57 AM
To: DL – Southern California Residential Employees
Cc: DL – West So Cal Leadership Team; DL – West So. Cal PCM’s
Subject: Today’s Announcement
Importance: High

I know that many of you must have questions. The best direction I can give you right now is to keep doing exactly what you do best, take care of our customers, get new customers and stay positive. We don’t know what the future will bring, but we do know what makes us valuable to our parent organization, revenue, superior service and profit. If we can stay focused on that, and assure our customers that they can still count on us, that will provide the best possible outcome for all of us. Just remember, this is still a people business built on relationships and superior service.

Corporate Communications is preparing communication pieces for distribution to our Customers and FAQ’s to address questions you and our customers may have. I would anticipate those being available some time on Monday.

I will be traveling to Richmond next week and hope to have more to share as we get closer to an actual closing date.

Don’t let yourself get caught up in the local gossip and or speculation about our future. Stay the course with our short term goal of returning to profitability in all of our markets. Please take care of each other and our customers.

Margaret M. Serrano-Foster

EVP West Region

1920 Main Street #1200

Irvine, CA 92612

And for the love of God, quit reading Pink Bunny Ears!

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Read it in the funny papers

From: LandAmerica CEO Communication
Sent: Friday, November 07, 2008 4:51 AM
To: DL – Everyone at LandAmerica
Subject: Fidelity and LandAmerica Sign Definitive Merger Agreement

Since the middle of last year, we have been operating in the midst of a severely depressed market with declining property values, little new construction and more recently, an acute credit freeze. The confluence of these events has combined to negatively impact our financial strength. We are in a market unlike any other ever experienced.

Market conditions have affected our business in such a way that it is best for us to join forces with another company. Our board of directors has chosen to accept an offer from an industry player with great financial strength, Fidelity National Financial, who will add LandAmerica to its family of companies. Fidelity is a leading provider of title insurance, specialty insurance, claims management services and information services as well as one of the nation’s largest title insurance companies through its title insurance underwriters – Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title – that issue approximately 27 percent of all title insurance policies in the United States. The boards of both companies have approved this combination and we will seek shareholder, regulatory and other approvals in the upcoming weeks.

We are fortunate to have the opportunity to join with Fidelity to create a global operation that will be the strongest and most financially sound company in our space. Pairing our customer service reputation and solid market presence with the financial strength of Fidelity’s current family of companies ensures greater success and opportunities for us in these volatile and uncertain times.

We have taken great pride in building a principled organization dedicated to superior service delivered by talented specialists. As we’ve worked through the years to become the premier provider of real estate transaction services, we transformed ourselves from a single product orientation to a company that offers a comprehensive set of services around the real estate transaction. We’ve accomplished quite a lot together as an independent company.

A transaction of this size generally takes many months to close. Remember, too, that we have a responsibility to our customers and employees to be as effective and efficient as we can be in this environment. Accordingly, the Executive Leadership Team continues to analyze and act on cost reductions appropriate for current market conditions on a real time basis.

As we move forward with Fidelity to face the challenges of this difficult market, we are in a better position to strengthen our business and prosper together. We need you on board to win in the marketplace. Thank you for your continued commitment to our success.

Ted

Theodore L. Chandler, Jr.
Chairman and CEO
LandAmerica

Jan Alpert must be committing hari kari at this very moment.

You were just a painted face on a trip down Suicide Road

For all of you who come here only for the the title talk, today is your bonanza.  So here we go!

GAME OVER!!

Wednesday LandAmerica reported third quarter results that they were afraid to go outside.  Wasn’t the third quarter over on September 30th?  Don’t you wonder what NASCAR Teddy has been doing all this time?  Let’s see, he decided to close San Bernardino.  Not good.  Then he laid off 120 people in Richmond.  Really not good.  I know Martinez is in play, it’s been in play for some time.  Rumors are swirling that he’s going to get the sonofabitch into the black by the end of the year no matter what.  His strategy seemed to be to close all the offices and sell the furniture.  So I guess he’s going to sell the furniture to the Evil Empire.

This is a horrible day for title insurance.  With this move the customer’s choice is First American or Fidelity.  Period.  Stewart is an also ran.  Old Republic is solidly bringing up the rear.  (While Bill is giving it to everyone in the rear)  This is not a competitive market place.  This is bad for the consumer.  Very, very bad.  Nice job Jackie.

To my title pals, I really recommend looking to the asset management companies and paralegal work depending on your level of experience.  Once again the large corporations all have real estate departments.  Look there for work.  If there’s a large corporation based in your area or with district offices in your area, check out their website for real estate related jobs.  Our customers still value our talent.

On a happier note

I’ve got a deal in contract finally.  Looks like it’ll be going to Fidelity.