The First American Corporation Announces Success of Consent Solicitation


May 10, 2010, SANTA ANA, Calif.

 

The First American Corporation (NYSE: FAF), America’s largest provider of business information, announced today that the tabulation agent has received consents from holders of 50.03 percent of the outstanding aggregate principal amount of the 7.55 percent senior debentures due 2028 entitled to consent to amend the indenture under which First American issued such notes, and that the amendments have consequently been approved by the holders.  The amendments expressly affirm that the pending separation transaction, currently targeted for June 1, 2010, in which the Information Solutions Group and Financial Services Group will become separate public companies, does not conflict with the terms of such indenture.  First American expects that it will promptly execute a supplemental indenture to effectuate the amendments approved by holders of the 7.55 percent senior debentures due 2028.  The consent solicitation for the 7.55 percent senior debentures due 2028 expired at 5:00 p.m., New York City time, on May 7, 2010, and consents may not be revoked. 

Additionally, First American announced that it is extending its offers to purchase all of its outstanding 7.55 percent senior debentures due 2028, all of its outstanding 5.70 percent senior notes due 2014, all outstanding 8.50 percent capital securities due 2012 of First American Capital Trust I and all outstanding 7.55 percent trust certificates issued by the PREFERRED PLUS Trust Series Far-1 due 2028.  Each of the tender offers is now scheduled to expire at 5:00 p.m., New York City time, on May 12, 2010, unless further extended. 

As previously announced, holders of First American’s 5.70 percent senior notes due 2014 and the 8.50 percent capital securities due 2012 of First American Capital Trust I approved First American’s proposed amendments to the related indentures, and First American and the trustee under such indentures have executed the supplemental indentures effecting such proposed amendments.  Notwithstanding the prior execution of the supplemental indentures, First American continues to offer the consent fee in such tender offers and consent solicitations.

Information regarding First American’s ongoing tender offers and consent solicitations, including the amounts tendered and consented to date, as reported by the depositary and tabulation agent, is set forth in the table below.

            Subject Securities and Certain Terms of the Tender Offers and Consent Solicitations

Security

CUSIP No.

Outstanding Amount

Tender Price
(per $1,000 principal amount, except as noted)

Consent Fee

Principal Amount Tendered

(to date)

7.55% Senior Debentures due 2028

318522AA7

$100,000,000

$1,000.00

N/A
(consent solicitation expired)

 

$40,350,000 (40.35%)

5.70% Senior Notes due 2014

31848JAA7

$150,000,000

$1,000.00

$10.00
(early consent fee offered until expiration time)

 

$148,825,000
(99.22%)

8.50% Capital Securities due 2012 of First American Capital Trust I

31847JAB6

$100,000,000

$1,000.00

$10.00
(
early consent fee offered until expiration time)

 

$65,232,000
(65.23%)

PREFERRED PLUS 7.55%
Trust Certificates

740434659

$45,000,000
(representing 45%
of the 7.55% Senior Debentures due 2028)

$25.00
(per $25.00
stated amount of certificates)

N/A

 

$21,402,000
(47.56%)


There are no longer any withdrawal rights in the tender offers for the 5.70 percent senior notes due 2014 or 8.50 percent capital securities due 2012.  Withdrawal rights are available in the tender offers for the 7.55 percent senior debentures due 2028 and theUJ.P. Morgan Securities Inc. is the dealer manager and solicitation agent for the tender offers and consent solicitations.

None of First American; Global Bondholder Services, the information agent for the tender offers and consent solicitations; Wilmington Trust Company, the depositary and tabulation agent for the tender offers and consent solicitations; or J.P. Morgan Securities Inc., makes any recommendation as to whether holders of any of the securities should tender or refrain from tendering.  This press release does not constitute an offer to purchase any of the securities.

First American expressly reserves the right, in its sole discretion, subject to applicable law to:  (i) terminate prior to the relevant expiration date any tender offer and not accept for payment any securities not previously accepted for payment; (ii) waive on or prior to the acceptance of any security any and all of the conditions of the applicable tender offer; (iii) extend the relevant expiration date; and (iv) amend the terms of any tender offer.  The foregoing rights are in addition to its right to delay acceptance for payment of securities tendered under the relevant tender offer or the payment for securities accepted for payment in order to comply in whole or in part with any applicable law, subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended, to the extent applicable, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the securities.  The full details of the tender offers for the securities, including complete instructions on how to tender securities, are included in the offer to purchase and consent solicitation statements, the letter of transmittal, where applicable, and related materials.  Holders of the securities are strongly encouraged to read carefully the offer to purchase and consent solicitation statements, the letter of transmittal and any other related materials because they contain important information.  Holders of the securities may obtain a copy of the offers to purchase and consent solicitation statements, free of charge, from Global Bondholder Services Corporation, the information agent in connection with the tender offers and consent solicitations, by calling toll-free (866) 470-4500 or (212) 430-3774.  Bankers and brokers may call collect at (212) 430-3774.   

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.

Forward-Looking Statements
Certain statements made in this press release, including those related to the execution of the supplemental indenture, consummation of the spin-off separation and the structure and 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 the 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.

 

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