UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 28, 2005
FIRST ADVANTAGE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-31666 | 61-1437565 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| One Progress Plaza, Suite 2400 St. Petersburg, Florida | 33701 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (727) 214-3411
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
Credit Agreement. On September 29, 2005 First Advantage Corporation (the “Company”) announced its execution of a revolving credit agreement, with a bank group led by Bank of America, N.A. as the Swing Line Lender, Administrative Agent and Letter of Credit Issuer; LaSalle Bank, National Association, as the Syndication Agent; Wachovia Bank, as the Documentation Agent; and joined by, Suntrust Bank, U.S. Bank National Association, Commerzbank AG, New York and Grand Cayman Branches, and Regions Bank, each as Lenders (the “Credit Agreement”). A copy of the press release is filed as Exhibit 99.1 to this Current Report. Borrowings available under the Credit Agreement total up to $225 million. The Credit Agreement includes a $10 million sub-facility for the issuance of letters of credit and up to a $ 5 million swing loan facility. The credit facility maturity date is September 28, 2010.
Interest on the revolving credit loans will, at the option of the Company, be charged at a Base Rate or Eurodollar Rate. The Base Rate is the higher of the Federal Funds Rate plus 1/2 of 1% and Bank of America’s announced “prime rate.” The Eurodollar Rate is based on a spread over the British Bankers Association LIBOR as published by Reuters. Each swing loans will be a Base Rate Loan.
The agreement contains usual and customary negative covenants for transactions of this type including but not limited to those regarding liens, investments, creation of indebtedness and fundamental changes, as well as financial covenants of consolidated leverage ratio and minimum consolidated fixed charge coverage ratio.
The agreement contains usual and customary provisions regarding acceleration. In the event of a default by the Company under the credit facility, the lenders will have no further obligation to make loans or issue letters of credit and in some cases may, at the option of a majority of the lenders, declare all amounts owed by the Company immediately due and payable and require the Company to provide collateral, and in some cases any amounts owed by the Company under the credit facility will automatically become immediately due and payable.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
| Item 9.01. | Financial Statements and Exhibits |
| (c) | Exhibits | |
| 99.1 Press Release, dated September 29, 2005, announcing execution of Revolving Credit Facility | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST ADVANTAGE CORPORATION | ||
| By: |
/s/ John Lamson | |
| Name: |
John Lamson | |
| Title: |
Executive Vice President and Chief Financial Officer | |
Dated: September 29, 2005
Exhibit 99.1
100 Carillon Parkway Ÿ St. Petersburg, FL 33701
NEWS FOR IMMEDIATE RELEASE
| First Advantage Contact: | ||
| Renee Svec | Cindy Williams | |
| Director of Marketing & Communications | Investor Relations Manager | |
| 727.214.3411, ext. 212 | 727.214.3411, ext. 260 | |
| rsvec@FADV.com | clwilliams@FADV.com |
FIRST ADVANTAGE CORPORATION
ANNOUNCES $225 MILLION SYNDICATED CREDIT FACILITY
ST. PETERSBURG, Fla., Sept. 29, 2005—First Advantage Corporation (NASDAQ: FADV), a global risk mitigation and business solutions provider, today announced that it has entered into a $225 million senior secured credit facility with a syndicate of financial institutions led by Banc of America Securities.
The facility will be for a five-year term and will be secured by the stock of subsidiaries, inter-company debt and accounts receivable. Funds borrowed under the agreement will be used to refinance existing debt, support future acquisitions and provide ongoing working capital.
“We are very pleased with the support we have received from the lending group,” said John Long, chief executive officer of First Advantage Corporation. “The new credit facility will allow First Advantage to significantly increase our future financial flexibility and pursue larger acquisition targets in the continued execution of our growth strategy.”
About First Advantage Corporation
First Advantage Corporation (NASDAQ: FADV) combines industry expertise with information to create products and services that organizations worldwide use to make smarter business decisions. First Advantage is a leading provider of business credit information in the transportation industry; consumer credit information in the mortgage, automotive and subprime markets; motor vehicle record reports; supply chain security consulting; employment background verifications; occupational health services; business tax consulting services; insurance fraud, corporate and litigation investigations; surveillance; computer forensics; electronic discovery; data recovery; due diligence reporting; resident screening; property management software; renters insurance and consumer location services. First Advantage ranks among the top three companies in all of its major business lines. First Advantage is headquartered in St. Petersburg, Fla., and has 3,300 employees in offices throughout the United States and abroad. More information about First Advantage can be found at www.FADV.com.
First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a Fortune 500 company that traces its history to 1889. First American is the nation’s largest data provider, supplying businesses and consumers with information
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First Advantage Corporation Announces $225 Million Syndicated Credit Facility
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resources in connection with the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.
Certain statements in this press release, including those related to the pursuing larger acquisition targets and execution of the company’s growth strategy, are forward looking. Risks and uncertainties exist that may cause results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include: general volatility of the capital markets and the market price of the company’s Class A common stock; the company’s ability to successfully raise capital; the company’s ability to identify and complete acquisitions and successfully integrate businesses it acquires; changes in applicable government regulations; the degree and nature of the company’s competition; increases in the company’s expenses; continued consolidation among the company’s competitors and customers; unanticipated technological changes and requirements; the company’s ability to identify suppliers of quality and cost-effective data, and other risks identified from time-to-time in the company’s SEC filings. The forward-looking statements speak only as of the date they are made. The company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Investors are advised to consult the company’s filings with the SEC, including its 2004 Annual Report on Form 10-K, for a further discussion of these and other risk factors.
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