UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
July 21, 2009
FIRST ADVANTAGE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
001-31666 (Commission File Number) |
61-1437565 (IRS Employer Identification No.) |
12395 First American Way
Poway, CA 92064
(Address of principal executive offices)
(727) 214-3411
(Registrant’s telephone number, including area code)
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):
| ¨ | Written communication 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 8.01. Other Events.
On July 21, 2009, First Advantage Corporation (the “Company”) issued a press release announcing that the Special Committee of the Board of Directors of the Company retained Morgan Stanley & Co. Incorporated as its financial advisor in connection with its evaluation of the June 29, 2009 unsolicited proposal from The First American Corporation, the majority stockholder of the Company (“First American”), to acquire all of the issued and outstanding shares of the Company’s common stock not owned by First American.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 |
Press Release, dated as of July 21, 2009. |
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.
Date: July 22, 2009
| FIRST ADVANTAGE CORPORATION | ||
| By: | /s/ JOHN LAMSON | |
| Name: John Lamson Title: Executive Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
Press Release, dated July 21, 2009. |
Exhibit 99.1
12395 First American Way, Poway, Calif. 92064
NEWS FOR IMMEDIATE RELEASE
| Contacts: Henri Van Parys Corporate Communications Manager 727.214.1072 henri.vanparys@FADV.com |
Cindy Williams Director – Investor Relations 727.214.3438 cindy.williams@FADV.com |
SPECIAL COMMITTEE OF FIRST ADVANTAGE CORPORATION RETAINS
MORGAN STANLEY AS FINANCIAL ADVISOR
POWAY, Calif., July 21, 2009—First Advantage Corporation (NASDAQ: FADV), a global risk mitigation and business solutions provider (the “Company”), today announced that the Special Committee of the Board of Directors of the Company retained Morgan Stanley & Co. Incorporated as its financial advisor. As previously announced, Dewey & LeBoeuf LLP is acting as legal advisor to the Special Committee.
The Special Committee, with the assistance of its financial and legal advisors, is evaluating the June 29, 2009 unsolicited proposal from The First American Corporation, the majority stockholder of the Company (“First American”), to acquire all of the issued and outstanding shares of the Company’s common stock not owned by First American at a fixed exchange ratio of 0.5375 of a share of First American common stock for each share of the Company’s common stock. There can be no assurance that any transaction will be consummated or, if consummated, on what terms any such transaction will be consummated.
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 consumer credit information in the mortgage, automotive and specialty finance markets; business credit information in the transportation industry; lead generation services; motor vehicle record reports; employment background verifications; occupational health services; applicant tracking systems; recruiting solutions; skills and behavioral assessments; business tax consulting services; computer forensics; electronic discovery; data recovery; due diligence reporting; resident screening; property management software and renters insurance. First Advantage ranks among the top companies in all of its major business lines. First Advantage is headquartered in Poway, Calif., and has 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(R) company that traces its history to 1889. First American is America’s largest provider of business information, supplying businesses and consumers with valuable information products to support the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.
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