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Subsequent Events | 9 Months Ended
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Sep. 30, 2024
Subsequent Events [Abstract] |
Subsequent Events | SUBSEQUENT EVENTS Binding Term Sheet for Investment in Independence Title Company and TitleOne On November 6, 2024, the Company entered into a binding term sheet (the "Term Sheet") with RE Closing Buyer Corp. (the "Buyer"), a subsidiary of the Company’s title insurance underwriter joint venture, known as Title Resources Group, pursuant to which the Company will sell to the Buyer 10% of the equity of each of two entities the Company anticipates forming prior to closing, which entities are expected to contain the respective assets of the Company’s Independence Title business and TitleOne business (each individually, an "Agency" and collectively, the "Agencies") for an aggregate purchase price of $18.8 million (the "Transaction"). The Transaction values the Agencies at an aggregate enterprise value of $188 million. The Term Sheet provides that until the third anniversary of the Transaction’s closing, the Buyer will have the right to purchase the remaining 90% of the equity in one or both of the Agencies for purchase price(s) based on the $188 million closing valuation. After the third anniversary and until the fifth anniversary of the Transaction’s closing, the Company will have the right to repurchase the 10% equity for an aggregate purchase price of $18.8 million, plus accrued and unpaid dividends, less the amount of any dividends paid (the "Repurchase Price"). After the fifth anniversary of the Transaction’s closing, if neither the Buyer nor the Company has exercised its purchase right, the Company will be required to repurchase the 10% equity for the Repurchase Price. The Buyer's equity will be subject to customary minority protections as described in the Term Sheet. The obligations of the parties to enter into definitive agreements reflecting the Term Sheet are subject to the satisfaction or waiver of certain conditions as described in the Term Sheet and the Term Sheet is subject to customary termination provisions.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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