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LandAmerica Signs Stock Purchase Agreement for Underwriters
Wednesday, November 26, 2008 1:44 AM


LandAmerica and 1031 Subsidiary File for Bankruptcy Protection

RICHMOND, Va., Nov. 26 /PRNewswire-FirstCall/ -- LandAmerica Financial Group, Inc. (NYSE: LFG) announces the signing of a definitive Stock Purchase Agreement for the sale of the Company's two principal title underwriting subsidiaries, Lawyers Title Insurance Corporation ('Lawyers Title') and Commonwealth Land Title Insurance Company ('Commonwealth'), as well as United Capital Title Insurance Company ('United') to Fidelity National Title Insurance Company ('Fidelity') and Chicago Title Insurance Company ('Chicago'). In order to facilitate the closing of the transactions under the Stock Purchase Agreement and protect the Company's remaining assets following the recent announcement of the termination of its 1031 exchange business, the Company and its subsidiary LandAmerica 1031 Exchange Services, Inc. ('1031 Exchange Company') have filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia ('Bankruptcy Court') in Richmond, Virginia. In conjunction with the filings, the Company is seeking a motion for expedited approval of the transactions contemplated by the Stock Purchase Agreement. None of the other many businesses of LandAmerica are seeking bankruptcy protection.

On Monday, November 24, 2008, the Nebraska Department of Insurance filed petitions for rehabilitation for Commonwealth and Lawyers Title under the Nebraska Insurance Code. Hearings on the petitions are set for later today.

The Company expects that rehabilitation orders will be entered quickly and that the rehabilitations will function as a temporary administrative step to assist the transition of Lawyers Title's and Commonwealth's businesses to the family of companies owned by Fidelity National Financial, Inc. ('FNF'). Lawyers Title and Commonwealth will continue to operate and serve customers during the completion of the sale. Both underwriters are entirely solvent.

Under the Stock Purchase Agreement, Fidelity and Chicago Title will pay the Company $298 million in total for Commonwealth, Lawyers Title and United. The closing of the transactions under the Stock Purchase Agreement are subject to approvals by the Bankruptcy Court, the Nebraska Department of Insurance, and other state and federal regulatory agencies. The Company intends to work with FNF toward a closing as early as late December 2008 and will request expedited approval from the Bankruptcy Court.

In conjunction with the bankruptcy filing, LandAmerica is seeking customary authority from the Bankruptcy Court that will enable it to continue operating its business and serving its customers in the ordinary course.



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