Business Context and Reporting Period
Company: First Advantage Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: June 5, 2003
Event: Completion of major acquisitions and change in corporate control.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The document references audited and unaudited financial statements for the acquired entities (FAST division and US SEARCH.com Inc.) which are incorporated by reference from a separate Form S-4 registration statement (No. 333-102565). Specific numerical values for these metrics are not present in the text of this 8-K.
Material Changes
- Acquisition of Assets: On June 5, 2003, First Advantage completed the acquisition of The First American Corporation's Screening Technology (FAST) division and US SEARCH.com Inc.
- Acquired Entities: The FAST division includes American Driving Records, Inc., Employee Health Programs, Inc., First American Registry, Inc., HireCheck, Inc., SafeRent, Inc., and Substance Abuse Management, Inc.
- Ownership Structure:
- The First American Corporation received Class B common stock and now owns approximately 80% of First Advantage's outstanding capital stock.
- The First American Corporation controls approximately 98% of the voting stock.
- Former US SEARCH stockholders received Class A common stock (conversion rate: 0.04 First Advantage shares per US SEARCH share) and own the remaining capital stock.
- Trading Status: Beginning June 6, 2003, First Advantage Class A common stock will trade on the Nasdaq National Market under the symbol "FADV."
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the consummation of the mergers via wholly-owned subsidiaries. It directs investors to the attached press release (Exhibit 99.1) and the Form S-4 registration statement for additional transaction details.
Financial Reporting Status:
- Unaudited consolidated financial statements for the quarter ended March 31, 2003, are not included in this filing but will be submitted via amendment.
- Unaudited pro forma combined financial statements for the quarter ended March 31, 2003, will also be filed by amendment.
Risks and Contingencies: The filing does not explicitly list new risks or contingencies beyond the standard disclosure of the transaction mechanics and the deferral of quarterly financial statements.
Investor Verification Checklist
- Verify the pro forma financial impact of the FAST division and US SEARCH.com Inc. acquisitions in the referenced Form S-4 (No. 333-102565).
- Confirm the trading start date and symbol (FADV) on the Nasdaq National Market.
- Review the upcoming amendment to this 8-K for the unaudited consolidated financial statements for the quarter ended March 31, 2003.
- Examine the Agreement and Plan of Merger (Exhibit 2.1) for specific terms regarding the 98% voting control held by The First American Corporation.