Item 1.01. Entry into a Material Definitive Agreement.
On July 27, 2021, First American Financial Corporation, a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, relating to the offering and sale of $650 million aggregate principal amount of the Company’s 2.400% Senior Notes due 2031 (the “Notes”).
The terms of the Notes will be governed by the Indenture, dated as of January 24, 2013, between the Company and U.S. Bank National Association, as trustee, and a related supplemental indenture, to be dated as of the closing date, setting forth the specific terms applicable to the Notes.
The offering of the Notes is expected to close on August 3, 2021, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include, among other possible uses, acquisitions, funding for working capital, the repayment or repurchase of short-term or long term debt or lease obligations (including the repayment at maturity of the Company’s 4.30% senior notes due 2023), repurchase of the Company’s capital stock and other capital expenditures. The Company may also use the net proceeds for temporary investments until it needs them for general corporate purposes.
The Notes are being offered and sold under a Registration Statement on Form S-3 (Registration No. 333-238019) and are described in a Prospectus Supplement dated July 27, 2021.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
The underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings with the Company or its affiliates. They have received, and may in the future receive, customary fees and commissions for these transactions. In particular, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, is the administrative agent, joint lead arranger and joint bookrunner and a lender under the Company’s revolving credit facility. In addition, U.S. Bancorp Investments, Inc., one of the underwriters, is an affiliate of the trustee.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
