SUMMARY

This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all the information that is important to you with respect to the merger, the FNF stock issuance and the other matters being considered at the LPS and FNF special stockholder meetings. LPS and FNF urge you to read the remainder of this joint proxy statement/prospectus carefully, including the attached Annexes, and the other documents to which we have referred you. See also the section entitled “Where You Can Find More Information” beginning on page 213. We have included page references in this summary to direct you to a more complete description of the topics presented below where appropriate.

The Companies

Lender Processing Services, Inc.

Lender Processing Services, Inc., a Delaware corporation, 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 provides major U.S. banks and many federal government agencies with the technology and data needed to support mortgage lending and servicing operations, meet regulatory and compliance requirements and mitigate risk. These integrated solutions support origination, servicing, portfolio retention and default servicing. LPS’ servicing solutions include MSP, a leading loan servicing platform, which is used to service approximately 50% 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, Florida, and employs approximately 7,200 professionals.

LPS’ common stock is listed on the NYSE under the symbol “LPS.”

The principal executive offices of LPS are located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 854-5100.

Fidelity National Financial, Inc.

Fidelity National Financial, Inc., a Delaware corporation, is a leading provider of title insurance, mortgage services and diversified services. FNF is the nation’s largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title and Alamo Title - that collectively issue more title insurance policies than any other title company in the United States. FNF owns a 55% stake in American Blue Ribbon Holdings, LLC (referred to as “ABRH”), a family and casual dining restaurant owner and operator of the O’Charley’s, Ninety Nine Restaurant, Max & Erma’s, Village Inn and Bakers Square concepts. ABRH also franchises O’Charley’s, Max and Erma’s and Village Inn concepts. FNF also owns an 87% stake in J. Alexander’s, LLC, an upscale dining restaurant owner and operator of the J. Alexander’s and Stoney River Legendary Steaks concepts. In addition, FNF also owns a 51% stake in Remy International, Inc., a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles. FNF also owns a minority interest in Ceridian Corporation, a leading provider of global human capital management and payment solutions.

FNF’s common stock is traded on the NYSE under the symbol “FNF.”

The principal executive offices of FNF are located at 601 Riverside Avenue, Jacksonville, Florida 32204 and its telephone number is (904) 854-8100.

Lion Merger Sub, Inc.

Lion Merger Sub, Inc., a subsidiary of FNF, is a Delaware corporation that was formed on May 24, 2013 for the sole purpose of effecting the merger. In the merger, Merger Sub will be merged with and into LPS, with LPS continuing as the surviving corporation and a subsidiary of FNF. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement.

The Merger

A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. LPS and FNF encourage you to read the entire merger agreement carefully because it is the principal document governing the merger and the FNF stock issuance. For more information on the merger agreement, see the section entitled “The Merger Agreement” beginning on page 145.

Form of the Merger (see page 145)

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, Merger Sub, a newly formed subsidiary of FNF, will be merged with and into LPS, with LPS continuing as the surviving corporation and a subsidiary of FNF.

Merger Consideration (see page 146)

LPS stockholders will have the right to receive a certain number of shares of FNF common stock equal to the exchange ratio further discussed below and $22.303 in cash, without interest, for each share of LPS common stock that they own. If the average FNF stock price is greater than $26.763, then the exchange ratio will be an amount equal to the quotient of (a) (x) the product of (1) 0.65224 multiplied by (2) the average FNF stock price minus (y) $5.678 divided by (b) the average FNF stock price. If the average FNF stock price is between $24.215 and $26.763, then the exchange ratio will be fixed at 0.42948. If the average FNF stock price is between $20.000 and $24.215, then the exchange ratio will adjust so that the value of the stock portion of the merger consideration is fixed (based on the average FNF stock price) at $10.400 per share of LPS common stock. If the average FNF stock price is less than $20.000, then the exchange ratio will be fixed at 0.52000. You should read the section entitled “The Merger Agreement—Merger Consideration” beginning on page 146 for a more complete discussion of the exchange ratio adjustment mechanism and for a discussion of FNF’s ability to increase the cash portion of the merger consideration pursuant to the merger agreement. Based on the closing price of FNF common stock on the NYSE on August 28, 2013, the latest practicable trading day before the date of this joint proxy statement/prospectus, the merger consideration represented approximately $32.70 in value for each share of LPS common stock (assuming an exchange ratio of 0.43261). We urge you to obtain current market quotations of FNF common stock and LPS common stock.

Material U.S. Federal Income Tax Consequences (see page 172)

The receipt of the merger consideration in exchange for shares of LPS common stock pursuant to the merger will be a taxable transaction for United States federal income tax purposes. In general, a U.S. person who receives merger consideration in exchange for shares of LPS common stock pursuant to the merger will recognize capital gain or loss for United States federal income tax purposes equal to the difference, if any, between (i) the fair market value (as of the effective time of the merger) of the FNF common stock and the amount of cash received by such holder and (ii) the holder’s adjusted tax basis in the shares of LPS common stock exchanged pursuant to the merger. You should read the section entitled “Material U.S. Federal Income Tax Consequences” beginning on page 172 for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

FNF’s Reasons for the Merger (beginning on page 112)

In evaluating the merger, the FNF board of directors consulted with FNF’s management, as well as FNF’s outside advisors and, in reaching its decision to approve the merger agreement, the merger, the FNF stock issuance and the other transactions contemplated by the merger agreement and declare that the FNF stock issuance is in the best interests of FNF and its stockholders, reviewed a significant amount of information and considered a number of factors, including those listed in “The Merger—FNF’s Reasons for the Merger; Recommendation of FNF’s Board of Directors” beginning on page 112.

LPS’ Reasons for the Merger (beginning on page 72)

In evaluating the merger, the LPS board of directors consulted with members of LPS’ management and LPS’ outside advisors and, in reaching its decision to approve the merger and the merger agreement, reviewed a significant amount of information and considered a number of factors, including, without limitation, those listed in “The Merger—LPS’ Reasons for the Merger; Recommendation of the LPS Board of Directors” beginning on page 72.

Recommendation of the Board of Directors of LPS (see page 72)

After careful consideration, the LPS board of directors (other than Mr. James Hunt, who recused himself from the meeting) has unanimously approved the merger agreement, declared it advisable and in the best interests of LPS and its stockholders that LPS enter into the merger agreement and consummate the merger and all of the other transactions contemplated by the merger agreement and determined that the merger and the terms thereof, together with all of the other transactions contemplated by the merger agreement, are fair to, and in the best interests of LPS and its stockholders. The LPS board of directors accordingly unanimously (with Mr. Hunt abstaining) recommends that LPS stockholders vote “FOR” each of the merger proposal, the compensation proposal and the LPS adjournment proposal.

Recommendation of the Board of Directors of FNF (see page 112)

After careful consideration, the FNF board of directors (other than Messrs. Thomas Hagerty and Cary Thompson, who abstained from voting at the meeting) has unanimously approved the merger agreement and the transactions contemplated thereby and declared that the FNF stock issuance as contemplated by the merger agreement is in the best interests of FNF and its stockholders. The FNF board of directors unanimously (with Messrs. Hagerty and Thompson abstaining) recommends that FNF stockholders vote “FOR” each of the FNF stock issuance proposal and the FNF adjournment proposal.

Opinions of LPS’ Financial Advisors (see page 81)

Opinion of Credit Suisse Securities (USA) LLC to the LPS Board of Directors

In connection with the merger, Credit Suisse Securities (USA) LLC (referred to as “Credit Suisse”), which is serving as financial advisor to LPS, delivered an opinion, dated May 27, 2013, to the LPS board of directors as to the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration to be received by holders of LPS common stock. The full text of Credit Suisse’s written opinion, dated May 27, 2013, is attached to this joint proxy statement/prospectus as Annex B and sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Credit Suisse in connection with such opinion. The description of Credit Suisse’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Credit Suisse’s opinion. Credit Suisse’s opinion was provided to the LPS board of directors (in its capacity as such) for its information in connection with its evaluation of the merger consideration from a financial point of view

and did not address any other aspect of the proposed merger, including the relative merits of the merger as compared to alternative transactions or strategies that might be available to LPS or the underlying business decision of LPS to proceed with the merger. The opinion should not be construed as creating any fiduciary duty on Credit Suisse’s part to any party and does not constitute advice or a recommendation to any stockholder as to how such stockholder should vote or act on any matter relating to the proposed merger or otherwise.

Opinion of Goldman Sachs & Co. to the LPS Board of Directors

Goldman, Sachs & Co. (referred to “Goldman Sachs”) rendered its opinion to the LPS board of directors to the effect that, as of May 28, 2013, and based upon and subject to the factors and assumptions set forth in its written opinion, the Per Share Consideration to be paid to holders (other than FNF and its affiliates) of LPS common stock pursuant to the merger agreement was fair from a financial point of view to such holders. For purposes of Goldman Sachs’ opinion, “Per Share Consideration” was defined as $16.625 in cash and 0.65224 shares of FNF common stock (or, in the event that the average FNF share price over the period prior to closing specified in the merger agreement, is below $24.215, a number of shares (or fraction thereof) of FNF common stock determined by dividing $15.794 by the greater of such average FNF share price and $20.00). The Per Share Consideration of $16.625 in cash and 0.65224 shares of FNF common stock was used in Goldman Sachs’ opinion because that was the consideration mix reflected in the merger agreement on May 28, 2013, before FNF increased the cash consideration to $22.303 per share.

The full text of the written opinion of Goldman Sachs, dated May 28, 2013, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. Goldman Sachs provided its opinion for the information and assistance of the LPS board of directors in connection with its consideration of the proposed transaction. The Goldman Sachs opinion is not a recommendation as to how any holder of LPS common stock should vote with respect to the merger or any other matter.

Opinions of FNF’s Financial Advisors (see page 115)

Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the FNF Board of Directors

In connection with the merger, Merrill Lynch, Pierce, Fenner & Smith Incorporated (referred to as “BofA Merrill Lynch”) delivered to FNF’s board of directors a written opinion, dated May 27, 2013, as to the fairness, from a financial point of view and as of the date of the opinion, of the consideration to be paid by FNF in the merger. The full text of the written opinion, dated May 27, 2013, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to FNF’s board of directors (in its capacity as such) for the benefit and use of FNF’s board of directors in connection with and for purposes of its evaluation of the consideration to be paid by FNF in the merger from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger or the other transactions into which FNF is entering in connection with the merger (referred to as the “related transactions”) and no opinion or view was expressed as to the relative merits of the merger and the related transactions in comparison to other strategies or transactions that might be available to FNF or in which FNF might engage or as to the underlying business decision of FNF to proceed with or effect the merger or the related transactions. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger, the related transactions or any related matter.

Opinion of J.P. Morgan Securities LLC to the FNF Board of Directors

J.P. Morgan Securities LLC (referred to as “J.P. Morgan”) delivered to FNF’s board of directors a written opinion, dated May 27, 2013, that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the consideration to be paid by FNF in the merger was fair, from a financial point of view, to FNF. The full text of the written opinion, dated May 27, 2013, of J.P. Morgan, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken, is attached as Annex E to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. The opinion of J.P. Morgan was directed to the FNF board of directors for the information and assistance of the FNF board of directors in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, of the merger consideration to be paid by FNF in the merger. J.P. Morgan’s opinion does not address any other aspect of the merger or the related transactions and no opinion or view was expressed as to the relative merits of the merger and the related transactions in comparison to other strategies or transactions that might be available to FNF or in which FNF might engage or as to the underlying business decision of FNF to proceed with or effect the merger or the related transactions.The opinion of J.P. Morgan was not intended to, and does not, constitute a recommendation to any holder of FNF stock as to how such stockholder should vote or act with respect to the merger or any other matter.

Financing (see page 162)

FNF has obtained equity and debt financing commitments (referred to as the “financing commitments”) for the transactions contemplated by the merger agreement, the proceeds of which will be used by FNF to pay the cash portion of the aggregate merger consideration and the related costs, fees and expenses. In connection with the merger, FNF will contribute the business of its subsidiary ServiceLink, Inc. (referred to as “ServiceLink”) to Black Knight Financial Services, Inc. (referred to as “BKFS”) and each of ServiceLink and LPS will become a wholly-owned subsidiary of BKFS. Additionally, FNF will sell a minority equity interest in BKFS to funds affiliated with Thomas H. Lee Partners, L.P. (referred to as “THL”) for an amount equal to the lesser of (i) 28.965% of the issued and outstanding common stock of BKFS and (ii) $630 million, pursuant to an equity commitment letter among such THL affiliates and BKFS. FNF intends to use the proceeds of the equity commitment by THL to finance a portion of the aggregate merger consideration and related costs, fees and expenses.

Additionally, on July 11, 2013, FNF entered into a term loan credit agreement with Bank of America, N.A. as administrative agent and the other financial institutions party thereto, pursuant to which the lenders have committed to provide a $1.1 billion senior unsecured delayed draw term loan facility and, on June 25, 2013, FNF entered into an amendment to replace its existing senior unsecured revolving facility with a third amended and restated $800 million senior unsecured revolving facility (together referred to as the “facilities”). The facilities replace the debt financing commitments described above and are intended to be used to finance a portion of the merger consideration and related costs, fees and expenses to the extent that FNF does not finance such consideration through (a) available cash on hand and/or (b) the issuance of unsecured debt and equity securities or other debt financing at or prior to the closing of the merger. For a full description of FNF’s debt financing for the merger, see the section entitled “Description of the Debt Financing” beginning on page 169.

Interests of LPS Directors and Executive Officers in the Merger (see page 100)

In considering the recommendation of the LPS board of directors that LPS stockholders vote to approve the merger proposal, you should be aware that certain of LPS’ directors and executive officers have financial interests in the merger that may be different from, or are in addition to, the interests of LPS stockholders generally. The members of the LPS board of directors were aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the

LPS stockholders that they approve the merger proposal. These interests include, among other things, (i) the accelerated vesting and settlement of LPS stock options, restricted shares, performance-based cash retention incentive awards and service-based cash retention incentive awards, (ii) eligibility to receive certain payments and benefits under executive officers’ employment agreements upon certain types of termination of employment at or following the effective time of the merger, (iii) the receipt of merger consideration with respect to LPS common stock purchased using accumulated contributions pursuant to the LPS ESPP and the receipt of cash equal to certain LPS matching contributions, (iv) if closing occurs on or prior to December 31, 2013, eligibility to receive immediately prior to closing a pro-rata annual or quarterly bonus for the fiscal year or quarter in which closing occurs, (v) in the case of directors, distribution of account balances under LPS’ non-qualified deferred compensation plan in the event of termination of certain service within 24 months after the effective time of the merger and (vi) the right to indemnification and directors’ and officers’ liability insurance that will survive completion of the merger. Please see the section entitled “The Merger—Interests of LPS Directors and Executive Officers in the Merger” beginning on page 100 for additional information about these interests.

Interests of FNF Directors and Executive Officers in the Merger (see page 133)

In considering the recommendation of the FNF board of directors that FNF stockholders vote to approve the FNF stock issuance proposal, you should be aware that certain of FNF’s directors and executive officers have financial interests in the merger that may be different from, or are in addition to, the interests of FNF stockholders generally. The members of the FNF board of directors were aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the FNF stockholders that they approve the FNF stock issuance proposal. Please see the section entitled “The Merger—Interests of FNF Directors and Executive Officers in the Merger” beginning on page 133 for additional information about these interests.

Board of Directors Following the Merger (see page 135)

The board of directors of the combined company following the merger will be the same as the FNF board of directors immediately prior to the merger.

Treatment of LPS Equity and Incentive Compensation Awards (see page 137)

Unless otherwise agreed between the applicable holder and FNF and with the prior written consent of LPS, each stock option outstanding and unexercised immediately prior to the effective time of the merger with a per share exercise price that is less than the fair market value (as defined in LPS’ 2008 Omnibus Incentive Plan) of a share of LPS common stock as of such time, whether or not vested or exercisable, will be net exercised for whole and fractional shares of LPS common stock. The number of whole and fractional shares received upon net exercise of a stock option will be equal to (A) the number of shares of LPS common stock subject to the stock option immediately prior to the effective time of the merger minus (B) the number of shares of LPS common stock with a fair market value (as defined in LPS’ 2008 Omnibus Incentive Plan) as of immediately prior to the effective time of the merger equal to the sum of (i) the aggregate exercise price of such stock option and (ii) any taxes required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (referred to as, “Code”) and other applicable laws in connection with such net exercise. Whole shares will be treated as issued and outstanding as of immediately prior to the effective time of the merger and converted into the right to receive the merger consideration, without interest. Any fractional shares will be paid to the holder in cash, without interest, based on the fair market value (as defined in LPS’ 2008 Omnibus Incentive Plan) of LPS common stock as of immediately prior to the effective time of the merger. Each stock option outstanding and unexercised immediately prior to the effective time of the merger with a per share exercise price that is equal to or greater than the fair market value (as defined in LPS’ 2008 Omnibus Incentive Plan) of a share of LPS common stock as of such time, shall be canceled and terminated without consideration as of the effective time of the merger.

Unless otherwise agreed between the applicable holder and FNF and with the prior written consent of LPS, each restricted share outstanding immediately prior to the effective time of the merger will vest in full and become free of restrictions as of the effective time of the merger (assuming, in the case of restricted shares that are subject to performance-based vesting, attainment of all applicable performance goals at the target level). As of the effective time of the merger, each such restricted share will be canceled and converted into the right to receive (A) the merger consideration (without interest) and (B) an amount equal to the accrued but unpaid dividends (referred to as “accumulated dividends”), if any, with respect to such restricted share. Accumulated dividends will be paid in cash (without interest and subject to applicable withholding taxes) by LPS to the holder thereof as promptly as practicable following, but in no event later than ten business days after, the effective time of the merger. No merger consideration will be payable with respect to restricted shares subject to performance-based vesting and with respect to which the applicable performance period shall have ended prior to, and without regard to the occurrence of, the effective time of the merger without attainment of applicable performance goals, and each such restricted share will be forfeited without consideration immediately prior to the effective time of the merger.

Accumulated participant contributions and matching contributions (as such terms are defined in the LPS ESPP) will be used to purchase shares of LPS common stock immediately prior to the effective time of the merger in accordance with the terms of the LPS ESPP, and such shares of LPS common stock will be canceled at the effective time of the merger and converted into the right to receive the merger consideration (without interest). Matching contributions that are payable with respect to participant contributions made prior to the effective time of the merger and that would otherwise have been credited to each participant’s account following the effective time of the merger based on such participant’s continued employment following the effective time of the merger will be paid to the participant in cash, without interest as promptly as practicable following, but in no event later than ten business days after, the effective time of the merger.

Each outstanding cash retention incentive award that is, by its terms, subject to performance-based and service-based vesting will vest in full immediately prior to the effective time of the merger and become free of restrictions. Applicable performance goals in respect of cash retention incentive awards that were subject to performance-based vesting were previously determined to have been attained at maximum level, though such awards continue to be subject to service-based vesting. At the effective time of the merger, the service-based vesting conditions in respect of each such cash retention incentive award will be deemed to have been met and such award shall be canceled and the holder thereof will be entitled to receive a cash payment equal to the amount payable in respect thereof based on the previous attainment of the applicable performance objective at maximum level. Such cash payment will be paid as promptly as practicable following, but in no event later than ten business days after, the effective time of the merger, without interest. Each cash retention incentive award that is, by its terms, subject only to service-based vesting will vest in full and be payable no later than thirty days after the effective time of the merger.

Regulatory Clearances Required for the Merger (see page 136)

LPS and FNF have each agreed to use their reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. These approvals include approvals from or notices to state insurance regulators, state financial institution regulators, state real estate regulators and various other federal and state regulatory authorities. The completion of the merger is subject to compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to as the “HSR Act”). The notifications required under the HSR Act to the U.S. Federal Trade Commission (referred to as the “FTC”) and the Antitrust Division of the U.S. Department of Justice (referred to as the “DOJ”), were filed by each of LPS and FNF on June 12, 2013. Under the HSR Act, the merger may not be completed until the required 30-day HSR Act waiting period has expired or been terminated. On July 12, 2013, the waiting period was extended by the FTC’s issuance of a request for additional information and documentary material, often referred to as a “second

request.” The effect of the second request is to extend the waiting period imposed by the HSR Act until 30 days after LPS and FNF have substantially complied with the second request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. LPS and FNF are responding to the second request and are committed to working cooperatively with the FTC staff as it conducts its review of the proposed transaction. Although LPS and FNF believe that the transactions contemplated by the merger agreement do not raise regulatory concerns material to the transaction and that all requisite regulatory approvals can be obtained on a timely basis, LPS and FNF cannot be certain when or if these approvals will be obtained.

Completion of the Merger (see page 145)

LPS and FNF currently expect the closing of the merger to occur in the fourth quarter of 2013. However, the merger is subject to various regulatory clearances and the satisfaction or waiver of other conditions as described in the merger agreement, and it is possible that factors outside the control of LPS and FNF could result in the merger being completed at a later time or not at all.

Solicitation of Alternative Proposals (see page 154)

Under the terms of the merger agreement, until 5:00 p.m., New York City time, on July 7, 2013 (such period referred to as the “go-shop period”), LPS was permitted to:

Upon the end of the go-shop period, LPS was required to immediately cease the activities described above and any discussions or negotiations with any person or group of persons that were ongoing with such person or group of persons with respect to any takeover proposal except that LPS was permitted to continue to engage in the foregoing activities with third parties that contacted LPS and made a bona fide takeover proposal after the execution of the merger agreement but prior to the end of the go-shop period, which the LPS board of directors determined constitutes or would reasonably be expected to result in a superior proposal.

Notwithstanding these restrictions, if at any time following the end of the go-shop period and prior to the LPS stockholders voting in favor of the merger proposal, LPS receives a bona fide written takeover proposal from a third party that the LPS board of directors determines would reasonably be expected to result in a superior proposal and, after consultation with its outside legal counsel, the LPS board of directors determines in good faith that failing to engage in discussions or negotiations with such third party would be inconsistent with its fiduciary duties, then LPS may, subject to compliance with certain obligations set forth in the merger agreement, furnish information with respect to LPS and its subsidiaries to the person making such takeover proposal and engage in discussions or negotiations with such person regarding such takeover proposal.

LPS also agreed in the merger agreement to promptly, and in any event within 24 hours following the end of the go-shop period, reaffirm its recommendation that the LPS stockholders approve the merger proposal and notify FNF in the event that LPS, any of its subsidiaries or any of their respective representatives received a takeover proposal or any request for non-public information relating to LPS or any of its subsidiaries in furtherance of a takeover proposal. LPS has agreed to keep FNF reasonably informed on a prompt basis of the status of such takeover proposal or request (including the terms and conditions thereof) and any material developments, discussions and negotiations with respect to any such takeover proposal or request (including any material changes thereto).

The go-shop period ended at 5:00 p.m., New York City time, on July 7, 2013. On July 8, 2013, LPS announced that it did not receive any alternative takeover proposals during the go-shop period and that the LPS board of directors continues to recommend that LPS stockholders adopt the merger agreement with FNF.

Changes in Board Recommendations (see page 156)

The merger agreement provides that neither the LPS board of directors nor any committee thereof will (i) withdraw (or modify or qualify in a manner adverse to FNF), or publicly propose to withdraw (or modify or qualify in a manner adverse to FNF), the approval, recommendation or declaration of advisability by the LPS board of directors or any such committee of the merger agreement or the merger or recommend the approval or adoption of, or approve or adopt, declare advisable or publicly propose to recommend, approve, adopt or declare advisable, any takeover proposal or (ii) approve or recommend, or publicly propose to approve or recommend, or cause or permit LPS or any of its subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement related to any takeover proposal (other than a confidentiality agreement entered into pursuant to the solicitation provisions of the merger agreement). Notwithstanding the foregoing restrictions, at any time prior to obtaining the LPS stockholders’ approval of the merger proposal, the LPS board of directors may, subject to compliance with certain obligations set forth in the merger agreement (including providing FNF with prior notice, allowing FNF the right under certain circumstances to negotiate with LPS to match the terms of any superior proposal and paying the applicable termination fee) (x) change its recommendation in response to a superior proposal or intervening event or (y) cause LPS to terminate the merger agreement if it determines in good faith (after consultation with LPS’ financial advisors and outside legal counsel) that the failure to take such actions would be inconsistent with its fiduciary duties to stockholders under applicable law.

The merger agreement provides that the FNF board of directors may not (i) withdraw (or modify or qualify in a manner adverse to LPS) or publicly propose to withdraw (or modify or qualify in a manner adverse to LPS) its recommendation of the FNF stock issuance or (ii) make any other public statement in connection with the FNF special meeting inconsistent with such recommendation. Notwithstanding the foregoing restrictions, at any time prior to obtaining the FNF stockholders’ approval of the FNF stock issuance proposal, the FNF board of directors may change its recommendation of the FNF stock issuance in response to an intervening event if it determines in good faith (after consultation with FNF’s financial advisors and outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties to stockholders under applicable law.

Conditions to Completion of the Merger (see page 164)

The obligations of each of LPS and FNF to effect the merger are subject to the satisfaction, or waiver, of the following conditions:

In addition, the obligations of FNF and Merger Sub to effect the merger are subject to the satisfaction, or waiver, of the following additional conditions:

In addition, the obligations of LPS to effect the merger are subject to the satisfaction, or waiver, of the following additional conditions:

Termination of the Merger Agreement (see page 165)

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the receipt of the required stockholder approvals, by delivery of written notice to the other parties to the merger agreement under the following circumstances:

Termination Fees and Expenses (see page 166)

Generally, all fees and expenses incurred in connection with the negotiation and completion of the transactions contemplated by the merger agreement will be paid by the party incurring those expenses, subject to the specific exceptions discussed in the merger agreement. Upon termination of the merger agreement, under qualifying circumstances, LPS may be required to pay FNF a termination fee of $74 million and, in some circumstances, all expenses of FNF in connection with the merger agreement. Additionally, FNF may be required to pay LPS a termination fee of $74 million upon termination of the merger agreement under certain circumstances. See the section entitled “The Merger Agreement—Termination Fees and Expenses; Liability for Breach” beginning on page 166 for a more complete discussion of the circumstances under which LPS or FNF may be required to pay the termination fee and expenses.

Accounting Treatment (see page 174)

FNF prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (referred to as “GAAP”). The merger will be accounted for by FNF using the acquisition method of accounting.

Appraisal Rights (see page 139)

Under Delaware law, LPS stockholders of record who do not vote in favor of the merger and properly make a demand for appraisal will be entitled to exercise appraisal rights and obtain payment in cash for the judicially-determined fair value of their shares of LPS common stock in connection with the merger if the merger is completed. The relevant provisions of the General Corporation Law of the State of Delaware (referred to as the “DGCL”) are included as Annex F to this joint proxy statement/prospectus. See the section entitled “The Merger—Appraisal Rights” beginning on page 139.

Litigation Related to the Merger (see page 144)

On May 31, 2013, two putative LPS stockholders filed an amended complaint in a derivative action, captioned Wheatley v. Carbiener, et al., Case No. 16-2011-CA-000925-XXXX-MA, pending in the Circuit Court of the Fourth Judicial Circuit in and for Duval County, Florida, to assert putative class action claims against LPS, the members of the LPS board of directors, FNF and THL (the “Wheatley Action”). Also on May 31, 2013, a second putative stockholder class action complaint, captioned Orlando Police Pension Fund v. Kennedy, et al., Case No. 2013-CA-5607, was filed in the Circuit Court of the Fourth Judicial Circuit in and for Duval County, Florida against LPS, the members of the LPS board of directors, FNF and Merger Sub (the “Orlando Police Action”). On June 3, 2013, a third putative stockholder class action complaint, captioned Pruitt v. Lender Processing Services, Inc., et al., C.A. No. 8622-VCL, was filed in the Court of Chancery of the State of Delaware against LPS, the members of the LPS board of directors, FNF and Merger Sub (the “Pruitt Action”). On August 7, 2013, a putative LPS stockholder filed an amended complaint in a derivative action, captioned Hill v. Kennedy, et al., C.A. No. 8305-CS, pending in the Court of Chancery of the State of Delaware, to assert putative class claims against LPS and the members of the LPS board of directors (the “Hill Action”). Each of the complaints in the Wheatley Action, the Orlando Police Action, the Pruitt Action and the Hill Action alleges among other things that the members of the LPS board breached their fiduciary duties to LPS’ stockholders by entering into the merger agreement, and the complaints in the Wheatley Action, the Orlando Police Action and the Pruitt Action further allege that FNF, Merger Sub and/or THL aided and abetted the members of the LPS board in breaching their fiduciary duties. All of the complaints seek, among other things, to enjoin the transactions contemplated by the merger agreement.

The defendants believe that each of the Wheatley Action, the Orlando Police Action, the Hill Action and the Pruitt Action are without merit and intend to vigorously defend them.

Comparison of Stockholder Rights and Corporate Governance Matters (see page 193)

LPS stockholders receiving the merger consideration will have different rights once they become stockholders of FNF due to differences between the governing corporate documents of LPS and the governing corporate documents of FNF. These differences are described in detail under the section entitled “Comparative Rights of FNF and LPS Stockholders” beginning on page 193.

Listing of Shares of FNF Common Stock; Delisting and Deregistration of Shares of LPS Common Stock (see page 139)

It is a condition to the completion of the merger that the shares of FNF common stock to be issued to LPS stockholders pursuant to the merger be approved for listing on the NYSE, subject to official notice of issuance, at the effective time of the merger. Upon completion of the merger, shares of LPS common stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

The Special Meetings

The LPS Special Meeting (see page 44)

The LPS special meeting will be held at [    ], on [    ], at [    ], local time. The special meeting of LPS’ stockholders is being held in order to consider and vote on:

Completion of the merger is conditioned on approval of the merger proposal but approval of the compensation proposal is not a condition to the obligation of either FNF or LPS to complete the merger.

Only holders of record of issued and outstanding shares of LPS common stock as of the close of business on [    ], the record date for the LPS special meeting, are entitled to notice of, and to vote at, the LPS special meeting or any adjournment or postponement of the LPS special meeting. You may cast one vote for each share of LPS common stock that you owned as of that record date.

Approval of the merger proposal requires the affirmative vote of holders of a majority of the issued and outstanding shares of LPS common stock entitled to vote at the meeting. Failures to vote, votes to abstain and broker non-votes will have the effect of a vote “AGAINST” the proposal.

The compensation proposal and LPS adjournment proposal each require the affirmative vote of holders of a majority of the issued and outstanding shares of LPS common stock present in person or represented by proxy at the LPS special meeting and entitled to vote on such proposal. Votes to abstain are treated the same as votes “AGAINST” these proposals. Broker non-votes and failures to vote will have no effect on either proposal, assuming a quorum is present.

As of the close of business on [    ], the record date for the LPS special meeting, there were [    ] shares of LPS common stock outstanding and entitled to vote. As of the same date, the directors and executive officers of LPS as a group owned and were entitled to vote [    ] shares of LPS common stock, representing approximately [    ]% of the total issued and outstanding shares of LPS common stock on that date. LPS currently expects that all directors and executive officers will vote their shares in favor of each of the proposals to be considered at the LPS special meeting, although none of them has entered into any agreement obligating them to do so.

The FNF Special Meeting (see page 51)

The FNF special meeting will be held at [    ], on [    ], at [    ], local time. The special meeting of FNF stockholders is being held to consider and vote on:

Completion of the merger is conditioned on approval of the FNF stock issuance.

Only holders of record of issued and outstanding shares of FNF common stock as of the close of business on [    ], the record date for the FNF special meeting, are entitled to notice of, and to vote at, the FNF special meeting or any adjournment or postponement of the FNF special meeting. You may cast one vote for each share of FNF common stock that you owned as of that record date.

The FNF stock issuance proposal and the FNF adjournment proposal each require the affirmative vote of holders of a majority of the issued and outstanding shares of FNF common stock present in person or represented by proxy at the FNF special meeting and entitled to vote on such proposal. Votes to abstain are treated the same as votes “AGAINST” these proposals. Failures to vote and broker non-votes will have no effect on either proposal, assuming a quorum is present.

As of the close of business on [    ], the record date for the FNF special meeting, there were [    ] shares of FNF common stock outstanding and entitled to vote. As of the same date, the directors and executive officers of FNF as a group owned and were entitled to vote [    ] shares of FNF common stock, representing approximately [    ]% of the total issued and outstanding shares of FNF common stock on that date. FNF currently expects that all directors and executive officers will vote their shares in favor of each of the proposals to be considered at the FNF special meeting, although none of them has entered into any agreement obligating them to do so.

Selected Historical Consolidated Financial Data

Selected Historical Consolidated Financial Data of LPS

The selected historical consolidated financial data of LPS as of and for each of the five years ended December 31, 2012, 2011, 2010, 2009 and 2008 have been derived from LPS’ audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2012. The selected financial data of LPS as of and for the six months ended June 30, 2013 and 2012 are derived from LPS’ unaudited condensed consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, which is incorporated by reference in this joint proxy statement/prospectus.

The following selected historical consolidated financial data is being provided to assist you in your analysis of the financial aspects of the merger and the FNF stock issuance. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of LPS or the combined company, and you should read the following information together with LPS’ consolidated financial statements, the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the LPS Annual Report on Form 10-K for the year ended December 31, 2012 and in the LPS Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, which are incorporated by reference in this joint proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 213.

LENDER PROCESSING SERVICES, INC. AND SUBSIDIARIES

Selected Historical Consolidated Financial Data

In millions, except per share data

Selected Historical Consolidated Financial Data of FNF

The selected historical consolidated financial data of FNF as of and for each of the five years ended December 31, 2012, 2011, 2010, 2009 and 2008 have been derived from FNF’s audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2012. The selected financial data of FNF as of and for the six months ended June 30, 2013 and 2012 are derived from FNF’s unaudited condensed consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, which is incorporated by reference in this joint proxy statement/prospectus.

The following selected historical consolidated financial data is being provided to assist you in your analysis of the financial aspects of the merger. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of FNF or the combined company, and you should read the following information together with FNF’s consolidated financial statements, the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the FNF Annual Report on Form 10-K for the year ended December 31, 2012 and in the FNF Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, which are incorporated by reference in this joint proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 213.

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

Selected Historical Consolidated Financial Data

In millions, except per share data

Selected Unaudited Pro Forma Condensed Combined Financial Information of LPS and FNF

The following table presents selected unaudited pro forma condensed combined financial information about FNF’s consolidated balance sheet and statements of income, after giving effect to the merger with LPS. The information under “Unaudited Pro Forma Condensed Combined Balance Sheet Data” in the table below assumes the merger had been consummated on June 30, 2013. The information under “Unaudited Pro Forma Condensed Combined Statement of Earnings Data” in the table below gives effect to the merger as if it had been consummated on January 1, 2012, the beginning of the earliest period presented. This unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting with FNF considered the acquirer of LPS. See the section entitled “Accounting Treatment” beginning on page 174.

In addition, the unaudited pro forma condensed combined financial information includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company.

The information presented below should be read in conjunction with the historical consolidated financial statements of FNF and LPS, including the related notes, filed by each of them with the SEC, and with the unaudited pro forma condensed combined financial statements of FNF and LPS, including the related notes, appearing elsewhere in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 213 and “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 175. The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. Transactions between FNF and LPS during the periods presented in the unaudited pro forma condensed combined financial statements have been eliminated. In addition, the unaudited pro forma condensed combined financial information includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes.

Unaudited Pro Forma Condensed Combined Balance Sheet Data:

Unaudited Pro Forma Condensed Combined Statement of Earnings Data: