Business Context and Reporting Period
This Form 8-K was filed by First Advantage Corporation on November 11, 2009. The report addresses Item 5.02 regarding the departure of directors in connection with an ongoing acquisition by The First American Corporation ("First American"). First American has completed an exchange offer to acquire outstanding Class A shares of First Advantage and intends to merge First Advantage with a subsidiary following the offering period ending November 17, 2009.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes related to the pending merger.
Material Changes
The primary material change is the resignation of the entire board of directors. On November 11, 2009, Parker Kennedy, J. David Chatham, Barry Connelly, Jill Kanin-Lovers, Frank V. McMahon, Anand Nallathambi, Donald Nickelson, Donald Robert, D. Van Skilling, and David Walker tendered their resignations. These resignations are scheduled to become effective at the time of the Merger with First American.
Outlook and Management Commentary
Management commentary indicates that the resignations are a direct result of the planned Merger. First American intends to cause the Company to be merged with a subsidiary promptly after the completion of the exchange offer period on November 17, 2009. The exchange ratio is 0.58 of a common share of First American for each Class A Share of First Advantage.
Investor Verification Checklist
- Confirm the exact effective date of the Merger and the resignation of the current board.
- Verify the final terms of the exchange offer and the number of shares tendered by November 17, 2009.
- Review the composition of the new board of directors post-merger.
- Check for any subsequent filings regarding the completion of the Merger.