The First American Corporation Announces Satisfaction of Governmental Conditions Related to the Spin-off of Its Financial Services Businesses
—When-Issued Trading to Begin May 24, 2010—
May 21, 2010, SANTA ANA, Calif.
The First American Corporation (NYSE: FAF), America’s largest provider of business information, announced today the satisfaction of the governmental conditions to the spin-off of its Financial Services businesses. Those governmental conditions included the receipt of a private letter ruling from the Internal Revenue Service substantially to the effect that the distribution will qualify as a tax-free transaction for U.S. federal income tax purposes, the approval of the California Department of Insurance and the approval of the Office of Thrift Supervision.
Based on the satisfaction of these governmental conditions, which were the primary outstanding conditions to the distribution, the company is affirming the previously announced May 26, 2010, record date and June 1, 2010, distribution date.
Beginning on May 24, 2010, First American Financial Corporation will commence trading on a “when-issued” basis on the New York Stock Exchange under the ticker symbol “FAF-WI.” In addition, on May 24, 2010, the company’s shares are expected to trade on an ex-distribution basis, representing a market for the remaining Information Solutions company, under the ticker symbol “CLGX-WI.” These markets will be in addition to the market for the combined company’s common shares, which will continue to trade on the New York Stock Exchange up through and including the June 1, 2010, distribution date under the ticker symbol “FAF.”
About First American
The First American Corporation (NYSE: FAF) is a FORTUNE 500® company that traces its history to 1889. With total revenues of approximately $6.0 billion in 2009, it is America’s largest provider of business information. First American combines advanced analytics with its vast data resources to supply businesses and consumers with valuable information products to support the major economic events of people’s lives, such as getting a job, renting an apartment, buying a car or house, securing a mortgage and opening or buying a business. The First American Family of Companies, many of which command leading market share positions in their respective industries, operate within five primary business segments, including: Title Insurance and Services, Specialty Insurance, Information and Outsourcing Solutions, Data and Analytic Solutions, and Risk Mitigation and Business Solutions. More information about the company and an archive of its press releases can be found at www.firstam.com.
Certain statements made in this press release, including those related to the consummation of the spin-off separation and the structure and timing thereof, the record date, and the commencement of when issued and ex-distribution trading and the timing thereof, are “forward-looking statements.” These forward-looking statements may contain the words “intend,” “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 those described in Part I, Item 1A of First American’s annual report on Form 10-K for the year ended Dec. 31, 2009. The forward-looking statements speak only as of the date they are made. Except as required by law, First American does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.