First Advantage 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 18, 2009
FIRST ADVANTAGE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(Registrants telephone number) (727) 214-3411
(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:
At 7:00 a.m., Eastern time, on November 18, 2009 (the Effective Time), The First American Corporation (First American) caused Algonquin Corp. (Merger Sub), its wholly-owned subsidiary and holder of in excess of 90% of the outstanding shares of Class A common stock of First Advantage Corporation (First Advantage), to merge with and into First Advantage, with First Advantage continuing as the surviving corporation (the Merger). The Merger was effected under Section 253 of the Delaware General Corporation Law, without approval of the Board of Directors of First Advantage (the Board) or its stockholders, other than Merger Sub. In connection with the Merger, effective November 18, 2009, First Advantage terminated its Credit Agreement, among First Advantage as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, LaSalle Bank National Association, as Syndication Agent, Wachovia Bank, National Association and Suntrust Bank, as Co-Documentation Agents and the other lender parties thereto, and the related Pledge Agreement, Security Agreement, and Subsidiary Guaranty Agreement, each dated September 28, 2005.
In connection with the Merger, the shares of First Advantage Class A common stock (the Class A Shares) were withdrawn from listing on The NASDAQ Global Select Market prior to the opening of trading on November 18, 2009. In addition, the NASDAQ Stock Market, LLC has filed with the Securities and Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, to delist and deregister the Class A Shares.
Pursuant to the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware (the Certificate of Ownership), which is filed as Exhibit 3.1 to this report and incorporated by reference herein, at the Effective Time, First Advantages certificate of incorporation was replaced by the Amended and Restated Certificate of Incorporation of First Advantage, which is filed as Exhibit 3.2 to this report and incorporated by reference herein. Pursuant to the Certificate of Ownership, at the Effective Time, First Advantages bylaws were replaced by Merger Subs bylaws as in effect immediately prior to the Merger. First Advantages amended and restated bylaws are filed as Exhibit 3.3 to this report, and incorporated by reference herein. The changes to First Advantages certificate of incorporation and bylaws relate primarily to changes consistent with First Advantage becoming a wholly-owned subsidiary of First American.
The information set forth under Item 3.03 hereto is hereby incorporated by reference into this Item 5.03.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.