William P. Foley II
1944–



Chairman, chief executive officer, and president, Fidelity National Financial

Nationality: American.

Born: 1944, in Austin, Texas.

Education: U.S. Military Academy, BS, 1967; Seattle University, MBA, 1970; University of Washington School of Law, JD, 1974.

Family: Son of Robert P. Foley; married Carol J. Johnson, 1969; children: four.

Career: Streich, Lang, Weeks, Cardon & French, 1974–1976, associate; Foley, Clark & Nye, 1976–1984, partner, president, and director; Land Resources Corporation, 1983–1984, president and CEO; Fidelity National Financial, 1984–, chairman, president, and CEO; CKE Restaurants, 1993–2000, CEO; 1993–, chairman.

Awards: Semper Fidelis Award, Marine Corps Scholarship Foundation, 1997; Businessperson of the Year, Orange County Business Journal , 1997.

Address: Fidelity National Financial, 601 Riverside Avenue, Jacksonville, Florida 32204; http://www.fnf.com.

■ William P. Foley II was considered one of the most successful entrepreneurs and businessmen in the real estate services and specialty finance industries. In 1984, while running his own law firm, Foley organized a group of investors and led a leverage buyout of a small title insurance company in Phoenix, Arizona. Twenty years and more than 80 acquisitions later, that local firm (then called Fidelity National Title Insurance Company) became the largest title insurer in the country. Foley was credited with recognizing early on the growth opportunities in the title insurance industry. Through dozens of shrewd and complicated acquisitions and effective operational management, he led Fidelity to the top position in the title insurance industry in 2000, following its acquisition of Chicago Title Corporation. By 2003 Fidelity controlled 30 percent of the title insurance market, with annual revenues of $7.7 billion. Foley ascribed his success to one core principle: staying focused on the customer. In a November 1992 article in California Business , he said, "It takes years to get the business, one deal at a time. But once you get it, you have customers for life, as long as you treat them properly." Foley was also one who never stood still, always looking forward to his next move. "We're always looking over our shoulder," he said in the Santa Barbara News-Press in August 2002. "So when things are good, that's the time to prepare."

THE DEAL MAKER

Foley was interested in business early on. While attending the U.S. Military Academy in the 1960s, he preferred managing his stock portfolio to completing his studies, by his own admission. He fulfilled his military commitment by overseeing defense contracts at Boeing Company in Seattle as an air force officer. After his discharge, he earned a degree in business from Seattle University and then a law degree from the University of Washington.

After receiving his law degree, Foley joined the Phoenix firm of Streich, Lang, Weeks, Cardon & French in 1974 and, two years later, established Foley, Clark & Nye, where he stayed until 1984. It was during this period—while handling the legal work for a local savings and loan (S&L) company—that Foley first came in contact with Fidelity National Title Insurance Company, a small title insurer in Phoenix. Though it was a rather unglamorous and arcane business, title insurance was critical to companies, lenders, and home owners. The policies issued by title insurers shielded real estate title holders from losses that occurred from claims filed against a property. Foley helped the S&L company acquire Fidelity in 1980 and then watched as its revenues grew from $6 million to $40 million during the next three years. Foley saw the potential for greater growth at Fidelity, so he formed an investor group to purchase the company in 1984. The gamble paid off handsomely for Foley, who left his law practice to become chairman, chief executive officer, and president of the business that same year. The company went public in 1987 and began a series of acquisitions over the next 13 years that catapulted it to the top position in the title insurance industry.

Fidelity's consistent growth was attributed to Foley and his management team's aggressive acquisition of regional and, ultimately, national title insurance firms across the country. Focusing on residential real estate and businesses in core states like California, Texas, and Florida, Fidelity grew rapidly during the late 1980s and early 1990s. "Every year, our revenue would go up by 50 percent, 100 percent," said Foley in the Florida Times Union (September 1, 2003). While Foley executed dozens of acquisitions after Fidelity became a public company, three deals stand apart as key contributors to the company's growth.

The first was the 1987 acquisition of Western Title Insurance Company, which gave the Arizona-based Fidelity a major presence in California. Almost overnight, according to Foley, "we had a 25-county operation in California" ( Florida Times Union , September 1, 2003). The acquisition prompted the company to move its headquarters from Scottsdale, Arizona, to Irvine, California, that same year.

The second event was the acquisition of Meridian Title Insurance Company in 1992. At the time of the deal, Meridian had operations in 15 states and about $140 million in annual revenue. The Meridian acquisition gave Fidelity "a national presence," according to Foley ( Florida Times Union , September 1, 2003), and it propelled it to the number-seven position in the title insurance industry.

The third major event was the boldest one of all: the 2000 acquisition of the second-largest title insurer in the country, Chicago Title Corporation. With the purchase of Chicago Title, Fidelity went from being the fourth-largest to the largest title insurance company in the United States.

KEY BUSINESS AND LEADERSHIP STRATEGIES

A number of important business strategies and leadership skills have guided Foley's management of Fidelity from the beginning. In California Business , the reporter Philip Capelle described the way Foley and his early partner, Frank P. Willey, transformed Fidelity after their leveraged buyout of the company, "Foley and Willey decided to curb the company's dependence on independent agents and to emphasize direct selling through [its] employees. This approach gave Fidelity control over costs" and the ability "to avoid the kinds of losses incurred by competitors" (November 1992).

Foley and Willey also steered Fidelity's business toward the more stable residential sector, as opposed to commercial real estate. The move proved prescient by anticipating the U.S. real estate boom of the 1990s. Foley was also a disciple of the management guru Tom Peters, and like Peters, he instilled a core value of superior customer service throughout Fidelity's subsidiaries. Toward that end, Foley sought out talented executives to run his operations, and he credited his ability to delegate as a key ingredient to his company's success.

"I'm a very good delegator, so that's one of the reasons the company has grown like it has," he explained to the Santa Barbara News-Press (August 12, 2002). He tried to "delegate to strong managers." Indeed, Foley has been criticized for axing executives at companies he acquired and replacing them with his own people. "If people are the problem, we get rid of them. If there are structural problems … we fix them," he said to the Orange County Business Journal (January 5, 1998).

Another core competency of Foley and his executive team was the ability to find good acquisition candidates. In Cathy Taylor's article in the Orange County Register , Foley described his approach to selecting these companies, stating that his first criterion "is to find companies that have been mismanaged" (October 29, 1995). According to Foley, he typically looked for the characteristics that led to his purchase of Fidelity in 1984: ineffective managers who miss growth opportunities and ignore their customers' changing needs. He then researched the company's financial records and tried to identify the reasons why it was not increasing its revenue or adding to market share.

Afterward, Foley created a "to do" list to fix the company and then negotiated hard for the acquisition. "I tell them, 'Here are the things you have to fix; that's why you have to lower the [asking] price.'" Foley negotiated for a final price below net asset value, meaning total assets minus debt, goodwill, patents, and other intangibles. Foley and his team were also patient when negotiating an acquisition, spending two or three years to close a deal. "We will keep changing and tuning [the offer], from a tax standpoint, from a GAAP (accounting) reporting standpoint," he added ( Orange County Register , October 29, 1995).

PROBLEMS ALONG THE WAY

Not all deals worked out as well as Foley envisioned. In the mid-1990s, as it attempted to diversify into other businesses, Fidelity failed to close several deals, including a couple of hostile takeovers. Foley reported to the Florida Times Union that acquisitions were "difficult for us because we were just a small company. We were very aggressive…. The reality was we were never very successful at [hostile takeovers]. We irritated a lot of people and we wasted a lot of time. So we stopped it." Foley added, "[Executing hostile takeovers] wasn't my style" (September 1, 2003). Foley also admitted that his ambitious deal making could get out of control. "I'm my own worst enemy; I keep finding transactions to do" ( Forbes , September 23, 1996).

The Fidelity holding company also had interests in the restaurant industry, with its CKE Restaurants subsidiary (of which Foley served as chairman of the board and CEO). CKE operated a number of regional restaurant chains, including Hardee's, Carl's Jr./Green Burrito, Rally's, Checkers Drive-Ins, Home Town Buffets, Galaxy Diners, and Taco Bueno. In 1999 it was the fourth-largest seller of hamburgers in the United States, after McDonald's, Burger King, and Wendy's.

Though Foley helped turn CKE around after he took it over in 1993, the company began losing money in the early 2000s. In the fiscal year ending January 2003, it lost $150 million. The 1997 acquisition of the Hardee's chain of 2,400 restaurants turned out to be more problematic and costly than Foley had anticipated. The deal appeared cheap at the purchase price of $327 million, but it turned out that more than five hundred of the units, which were franchised to a company named Advantica Corporation, were prepared to break away from the acquisition. CKE was forced to invest another $420 million to buy out Advantica and keep the units—located mostly in the Southeast—on board. The extra costs doubled CKE's debt, which the company struggled to manage.

FUTURE DIVERSIFICATION

Though Fidelity never lost money in its 20-year history under Foley, it aggressively diversified its services beginning in the 2000s to withstand the cyclical downturns in the real estate market. "Our downside is that we're subject to the real estate cycle," Foley reported to the Santa Barbara News-Press (August 12, 2002). "We're attempting to diversify to get into more consistent revenue streams that will produce a recurring income stream and after-tax profit performance for our organization."

To this end, Fidelity expanded into other forms of real estate services, such as flood insurance, mortgage insurance, property and casualty insurance, appraisal services, and the home warranty business. It also made a number of acquisitions of real estate and finance technology companies, such as Alltel Information Services, Sanchez Computer Associates, Web-Tone Technologies, and Aurum Technologies. These acquisitions positioned Fidelity as a technology-solution business in the real estate and financial services industries, not just an insurer. Such a "plan-ahead-for-survival" strategy fit with Foley's temperament as a person. "In the spring and summer, prepare for the fall and winter. That's what we're all about" ( Santa Barbara News-Press , August 12, 2002).

See also entries on CKE Restaurants, Inc. and Fidelity National Financial Inc. in International Directory of Company Histories .

sources for further information

Basch, Mark, "Fidelity National's Move to City Has Worked out Well; Earnings Are up in Quarter as Company Continues to Make Big-Time Acquisitions," Florida Times Union , January 29, 2004.

——, "The New Kid in Town, Fidelity National, Isn't Standing Pat; Company Sees Diversification as Key Element for Its Future," Florida Times Union , September 1, 2003.

Bergsman, Steve, "Fidelity Unit Has Big Plans," Mortgage Banking , March 2002, pp. 68–72.

Bernstein, Charles, et al., "Gobbling Up Hardee's: How Much Is Too Much for CKE?" Restaurants & Institutions , June 1, 1997, p. 24.

Capelle, Philip, "How Tom Peters Helped One Title Company Thrive in a Bad Market," California Business , November 1992, p. 16.

Ferguson, Tim W., "Indigestion," Forbes , October 4, 1999, p. 102.

Fried, Ian, "Bill Foley: He's All over the Place and in Your Face," Orange County Business Journal , January 5, 1998, p. 1.

Lubove, Seth, "Inexperience Pays," Forbes , September 23, 1996, pp. 60–61.

Taylor, Cathy, "To Deal Maker Foley, It's Easy: Just Buy Low," Orange County Register , October 29, 1995.

"Technology: Tech Vision—One Stop Mentality Drives Consolidation—The Desire to Source Technology Solutions from One Vendor Rather Than Several Is on the Rise among Banks and This Is Helping to Feed an M&A Trend, Believes Jim Wilson," Banker , March 1, 2004.

Zate, Maria, "Santa Barbara, Calif.–Based Fidelity National Financial Keeps CEO Busy," Santa Barbara News-Press , August 12, 2002.

—Mark Scott



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