First American Sets Record Date For Dividend In Connection With The Spin-Off
—Securities and Exchange Commission Declares Form 10 Registration Statement Effective—
May 14, 2010, SANTA ANA, Calif.
The First American Corporation (NYSE: FAF), America’s largest provider of business information, today announced the record date for the spin-off of its financial services businesses through a tax-free dividend distribution to its shareholders. First American expects to make the distribution on June 1, 2010, to its shareholders of record on May 26, 2010. The company also announced today that the Securities and Exchange Commission (SEC) has declared effective the Form 10 registration statement of First American Financial Corporation (FAFC), which at the distribution will hold First American’s financial services businesses.
In connection with the dividend distribution, each First American shareholder will receive one common share of FAFC for each First American common share held at the close of business on the record date. Immediately following the distribution, First American’s shareholders will own 100 percent of the common shares of FAFC.
The distribution has been structured to qualify as a tax-free dividend to First American shareholders for U.S. federal income tax purposes. Shareholders are urged to consult with their tax advisors as to the specific tax consequences of the distribution to such shareholder.
First American common shares will continue to trade “regular way” (inclusive of the FAFC dividend distribution) throughout the period leading up to and including the distribution date. Any holder of First American common shares who sells such shares “regular way” on or before the distribution date will also be selling their entitlement to receive FAFC common shares in respect of such shares. Investors are encouraged to consult with their financial advisors regarding the specific consequences of selling First American common shares on or before the distribution date.
On the day following the distribution date, the FAFC common shares are expected to trade on the New York Stock Exchange under the symbol “FAF.” The common shares of First American, which subject to shareholder approval will be renamed CoreLogic, Inc., are expected to trade on the New York Stock Exchange under the symbol “CLGX.”
Fractional common shares of FAFC will not be distributed and any First American shareholder entitled to receive a fractional share will instead receive a cash payment. Cash received in lieu of fractional shares will be taxable.
No action is required by First American shareholders to receive their FAFC common shares. First American shareholders who hold First American common shares as of the record date will receive a book-entry account statement reflecting their ownership of FAFC common shares or their brokerage account will be credited for the shares.
Shortly after the record date, First American will mail to its shareholders of record as of the close of business on the record date the final form of the information statement that is included as part of FAFC’s Form 10 registration statement. The information statement includes information regarding the distribution and the business and management of FAFC following the distribution. In addition, FAFC intends to file important information related to the spin-off, including the final form information statement, with the SEC on Form 8-K. The distribution of FAFC common shares will be made as described in the information statement and remains subject to the conditions described therein (which must be satisfied or waived in order for the company to proceed with the distribution), including the final approval of the First American board of directors, 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. The company expects the governmental conditions to be satisfied before the record date.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.
About First American
The First American Corporation (NYSE: FAF) is a FORTUNE 500® company that traces its history to 1889. With 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 making of the distribution and the timing thereof, the timing of the record date for the distribution, the distribution ratio, trading on the New York Stock Exchange, the mailing of the information statement and timing thereof and the satisfaction of the conditions to the distribution 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 the failure to obtain or timely obtain necessary consents of governmental agencies as well as other factors described in FAFC’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on Dec. 14, 2009, as amended. The forward-looking statements speak only as of the date they are made. Except as required by law, First American and FAFC do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.