Form 425
Additional Information
First American has filed a Registration Statement on Form S-4 and Schedule TO and may file other documents with the Securities and
Exchange Commission (SEC) in connection with the proposed First Advantage transaction. First Advantage stockholders should read those
filings, and any other filings made by the company with the SEC in connection with the transaction, as they contain important information.
These
documents,
as
well
as
the
company’s
other
public
SEC
filings,
can
be
obtained
without
charge
at
the
SEC’s
Web
site
at
www.sec.gov
and
at
the company’s Web site at www.firstam.com.
Filed by The First American Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: First Advantage Corporation
Commission File No.: 001-31666
The First American Corporation
Excerpt of Earnings Conference Call Slides
Third Quarter 2009 | October 29, 2009
Certain
statements
made
in
this
presentation,
including
but
not
limited
to
those
relating
to
potential
amounts,
sources
and
uses
of
holding
company
cash; the dividend policy of the company and the Financial Services and Information Solutions companies prior to and following the company’s previously
announced
spin-off;
the
consummation
and
timing
of
the
potential
acquisition
by
the
company
of
the
minority
interests
in
First
Advantage
Corporation
and
First American Real Estate Solutions LLC; the timing of the consummation of the spin-off and certain milestones related thereto; are forward looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.
These
forward-looking
statements
may
contain
the
words
“believe,”
“anticipate,”
“expect,”
“plan,”
“predict,”
“estimate,”
“project,”
“will
be,”
“will
continue,”
“will
likely
result,”
or
other
similar
words
and
phrases.
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: interest rate fluctuations; changes in the performance of the real estate markets; limitations on access to public records and other data; general
volatility in the capital markets; changes in applicable government regulations; heightened scrutiny by legislators and regulators of the company’s title
insurance and services segment and certain other of the company’s businesses; the inability to consummate the spin-off transaction or to consummate it in
the form originally proposed as a result of, among other factors, the inability to obtain necessary regulatory approvals, the failure to obtain the final approval
of the company’s board of directors, the inability to obtain third party consents or undesirable concessions or accommodations required to be made to
obtain
such
consents,
the
landscape
of
the
real
estate
and
mortgage
credit
markets,
market
conditions,
the
inability
to
transfer
assets
into
the
entity
being
spun-off or unfavorable reactions from customers, ratings agencies, investors or other interested persons; the inability to realize the benefits of the
proposed
spin-off
transaction
as
a
result
of
the
factors
described
immediately
above,
as
well
as,
among
other
factors,
increased
borrowing
costs,
competition between the resulting companies, unfavorable reactions from employees, the inability of the Financial Services company to pay the anticipated
level of dividends, the triggering of rights and obligations by the transaction or any litigation arising out of or related to the separation; consolidation among
the
company’s
significant
customers
and
competitors;
changes
in
the
company’s
ability
to
integrate
businesses
which
it
acquires;
unfavorable
economic
conditions; impairments in the company’s goodwill or other intangible assets; losses in the company’s investment portfolio; expenses of and funding
obligations to the company’s pension plan; weakness in the commercial real estate market and increases in the amount or severity of commercial real
estate transaction claims; and other factors described in Part I, Item 1A of the company’s annual report on Form 10-K for the year ended Dec. 31, 2008, as
updated in Part II, Item 1A of the company’s quarterly reports on Form 10-Q for the quarters ended March 31 and June 30, 2009, in each case as filed with
the Securities and Exchange Commission.  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.
Forward-Looking Statements


Liquidity Summary
($ in millions)
Note: The Company has a $500 million revolving credit facility of which $160 million was available as of October 29, 2009
Target sources of holding company cash for remainder of 2009
Cash at holding company (as of 9/30/09)
113
$  
Dividends and distributions from subsidiaries
96
Total sources
209
$  
Expected uses of holding company cash for remainder of 2009
Principal and interest payments
11
$    
Common stock dividends
21
Tax payments
29
Other cash uses
15
Total uses
76
$    
Targeted 12/31/09 balance
133
$  


Dividend Policy
Pre-spin:
Current $82 million / year dividend expected to continue until spin-off
Post-spin expected dividend policy:
Financial Services: $24 million / year
Information Solutions: No dividend


Minority Interest Update
FADV exchange offer projected to close November 10, 2009 (Issuance of
approximately $300 million of FAF common equity –
including $69 million
to Experian)
Buy-out of Experian interest in FARES joint venture:
D
F
Q3 YTD Experian minority interest expense: $43.8 million
(a) If exercised in 2010. After 2010, exercise price to be determined using current formula
Value
Consideration
Expected
Timing
DataTree
/ DataTrace
buyout
$48 million
Cash
Q4 2009
Fixed price for buy-out option
$314 million
(a)
Cash


Spin-off Timing and Next Steps
Milestone
Board approval of FinCo
/ InfoCo
balance
sheet split
Tax free ruling submission
Form 10 / Investor Call
Investor Day
Targeted Completion Date
Timing
November
November
Early December
March
April 1
st