Mail Stop 4561
August 13, 2007
Earl O. Bradley, III
Chief Executive Officer
First Advantage Bancorp
1430 Madison Street
Clarksville, Tennessee 37040
RE: First Advantage Bancorp
Form S-1, filed on July 10, 2007
File Number 333-144454
Dear Mr. Bradley:
We have reviewed the above referenced Form S-1 and have the
following comments. Where we have indicated, we think you should
revise your document in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Summary, page 1
1. We suggest that directly under "First Federal Savings Bank," on
page 1 you include a new sub caption that gives a very brief
introduction to the company and its recent history, including its
problems. Suggested topics that might be introduced could be:
* quantify the amount of total assets and the percentage of loans
by
principal type.
*
disclose the recent net loss and the basic reasons for this
situation. Encompass, but do not limit yourself to, the current
problems described at the top of page 15, through the middle of
the
eleventh line.
* changes in management.
* note your lending and deposit situation, noting that generally
they
have declined since 2002.
* introduce the market situation described in the third and fourth
paragraphs on page 55 of the appraisal, particularly the fact that
your market area is "significantly over banked." Note also at
Strong
competition within our primary market area..., page 16, and in the
body of the text.
Our Operating Strategy, page 1
2. Disclose when the current officers took control of the bank.
3. Please explain here, and in the body of the filing, what you
mean
at the first bullet on page 2 where you reference "ongoing efforts
to
remedy operational deficiencies." We do not find any disclosure
that
seems to relate to these specific deficiencies.
How We Will Use the Proceeds, page 12
4. Please include greater specificity as to how you will use the
proceeds. If you can not because you don`t know how you will use
them, please clarify and explain why you are making this offering
now.
Risk Factors, page 14
5. Please revise section to delete statements that "you cannot
assure" an event, or similar language. If you could assure such
events the risk factor would not be warranted. For example, note
at
the first risk factor on page 15.
We have had to restate our recent financial statements..., page 14
6. Please identify the basic reasons for the restatement.
Use of Proceeds, page 22
7. Please revise to reduce the offering proceeds by the cost of
common stock to be acquired related to your restricted stock and
stock option plans or tell us why you believe these adjustments
should not be included.
Our Dividend Policy, page 24
8. In the first sentence of this section disclose in clear English
what you dividend policy is. Revise and reduce paragraph one to
make
it useful and informative to investors.
Capitalization, page 26
9. Please revise to reduce pro forma stockholders` equity for the
cost of common stock to be acquired related to your stock option
plan
or tell us why you believe this adjustment should not be included.
Regulatory Capital Compliance, page 27
10. Please revise to present the pro forma increase in GAAP and
regulatory capital as the amount contributed to First Federal
Savings
Bank since it appears that the ESOP and the MRP are funded by
First
Advantage Bancorp and not First Federal Savings Bank or tell us
why
believe you believe these adjustments are appropriate.
Pro Forma Data, page 28
11. Please revise to reduce net investable proceeds and pro forma
stockholders` equity for the cost of common stock to be acquired
related to your stock option plan or tell us why you believe this
adjustment should not be included.
Transactions with First Federal Savings Bank, page 85
12. Please provide all three statements required by Instruction
4.c
to Item 404(a)(5). Note that this relates to any applicable loans
outstanding during the period referenced in Item 404(a). If any
of
these loans were made at reduced interest rates, as you discuss at
the top of page 86, provide the information required by Item
404(a)(5) for each such loan.
Marketing Arrangements, page 108
13. In the first paragraph on page 108, disclose the dollar
amount,
at the maximum, represented by 1% and 5.5% of the offering.
Note 2: Nature of Operations and Summary of Significant Accounting
Policies
Allowance for Loan Losses, page F-10
14. If true, please revise to confirm here that your allowance for
loan losses represents your estimate of probable losses inherent
in
the portfolio.
Mortgage Servicing Rights, page F-11
15. Please revise to disclose how your adoption of SFAS 156
affected
your accounting policies for mortgage servicing rights.
Note 14: Related-party Transactions, page F-27
16. Please revise to disclose the nature of the reclassifications
in
your roll forward of related party loans.
Opinions, Exhibit 5.1 and 8.1
17. Please file complete opinions, rather than forms of opinion.
Exhibit 8.1
18. Please revise to indicate that this opinion addresses all of
the
material federal income tax consequences.
* * * * *
Closing Comments
As appropriate, please amend your filing and respond to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review by showing deleted sections as
strikethrough and added sections as underlining. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the
accuracy
and adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision. Since the filing persons are in
possession
of all facts relating to their disclosure, they are responsible
for
the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide, in writing, a statement acknowledging that:
* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any accounting questions please contact Mike
Volley
at 202-551-3437, or Kevin Vaughn, Accounting Branch Chief, at 202-
551-3494. Any other questions should be directed to David Lyon at
202-551-3421, or me at 202-551-3418.
Sincerely,
William Friar
Senior Financial Analyst
By FAX: Victor L. Cangelosi
Fax number 202-966-9409
Earl O. Bradley, III
First Advantage Bancorp
August 13, 2007
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