-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M8Rte+VsxTn/yLW6EYUoeLsriSkOnyEgyeFAMpYzwQXZvjrfrPR0VbtPbDmQnEYC TxhSnNyQH0/mT8+pGmX0hQ== 0000950133-07-004052.txt : 20071126 0000950133-07-004052.hdr.sgml : 20071126 20071002153619 ACCESSION NUMBER: 0000950133-07-004052 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Advantage Bancorp CENTRAL INDEX KEY: 0001404306 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1430 MADISON STREET CITY: CLARKSVILLE STATE: TN ZIP: 37040 BUSINESS PHONE: 931-522-6176 MAIL ADDRESS: STREET 1: 1430 MADISON STREET CITY: CLARKSVILLE STATE: TN ZIP: 37040 CORRESP 1 filename1.htm corresp
 

September 28, 2007
VIA EDGAR AND HAND DELIVERY
Mr. William Friar
Senior Financial Analyst
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549
         
 
Re:     First Advantage Bancorp
 
      Clarksville, Tennessee
 
      Pre-Effective Amendment No. 2 to Registration Statement on Form S-1
 
      File No. 333-144454
 
      Filed on July 10, 2007
Dear Mr. Friar:
      On behalf of First Advantage Bancorp (the “Company”), enclosed for filing is Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Amended Registration Statement”), including exhibits, marked pursuant to Rule 472 under the Securities Act of 1933, as amended, to indicate changes from Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed by the Company on August 31, 2007.
      The Amended Registration Statement is being filed in response to the staff’s comment letter dated September 11, 2007. To aid in your review, we have repeated the staff’s comments, followed by the Company’s responses, and have indicated where the applicable document has been revised in response to the comments. The Amended Registration Statement also reflects revised disclosure to the prospectus in response to comments received from the Office of Thrift Supervision (the “OTS”) on Amendment No. 1 to the Application for Conversion on Form AC filed by First Federal Savings Bank (the “Bank”). A courtesy copy of the OTS response letter, which includes all OTS comments and the Bank’s responses, is enclosed.
Our Recent Operating History, page 1
1.   Reference is made to the second full paragraph on page 2. We do not understand your conclusion that your market area is overbanked from the information presented. For example, the fact that local figures are less than statewide figures might be related to poor, local economic conditions. From the information presented, it might be because competitors are taking market share from you. Please revise or advise.

 

 

Mr. William Friar
U.S. Securities and Exchange Commission
September 28, 2007
Page 2
Response to Comment No. 1:
      Please see the revised disclosure on page 2 of the prospectus.
2.   It is not clear why the average per branch figures are not the same as the total area deposits. Please revise or advise.
Response to Comment No. 2:
     Please see the revised disclosure on page 2 of the prospectus.
3.   The sentence beginning “During the same period ...,” relating to deposit market share, does not appear to relate to overbanking since average deposits per branch in your market went up. It does perhaps relate to your declining performance discussed in the first paragraph on page 2. Please revise or advise.
Response to Comment No. 3:
     Please see the revised disclosure on page 2 of the prospectus.
Use of Proceeds, page 23
4.   We note your response to comment 7 in our letter dated August 13, 2007. Please revise this section to include a note that quantifies the expected effects on the offering proceeds if the restricted stock plan is adopted according to your intentions as described on page 85 and in your response letter.
Response to Comment No. 4
     Please see the revised disclosure on page 23 of the prospectus.
Exhibit 8.1
5.   We reiterate our prior comment 18. Please revise to specifically indicate that this opinion addresses all of the material federal income tax consequences.
Response to Comment No. 5
     The first sentence of the opinion has been revised accordingly. Please see Exhibit 8.1 to the Amended Registration Statement.

 

 

Mr. William Friar
U.S. Securities and Exchange Commission
September 28, 2007
Page 3
      Please stamp the enclosed copy of this letter to indicate the date of receipt and return it in the enclosed envelope. If you have any questions concerning this submission, please contact the undersigned at (202) 362-0840. Thank you for your assistance.
Very truly yours,
MULDOON MURPHY & AGUGGIA LLP
/s/ Victor L. Cangelosi                        
Victor L. Cangelosi
Enclosures
cc:
  David Lyon, U.S. Securities and Exchange Commission
 
  Mike Volley, U.S. Securities and Exchange Commission
 
  Kevin Vaughn, U.S. Securities and Exchange Commission
 
  Donald W. Dwyer, Office of Thrift Supervision — DC
 
  Lane Langford, Office of Thrift Supervision — DC
 
  David Permut, Office of Thrift Supervision — DC
 
  Roger Smith, Office of Thrift Supervision —DC
 
  Valarina Oliver-Dumont, Office of Thrift Supervision — SE
 
  Earl O. Bradley, III, Chief Executive Officer
 
  John T. Halliburton, President
 
  Patrick C. Greenwell, Chief Financial Officer
 
  James R. Pack, Treasurer
 
  Douglas Keller, BKD LLP
 
  Benjamin Howard, BKD LLP
 
  Harold Hanley, KBW
 
  Charles Sloane, KBW
 
  Douglas Reidel, KBW
 
  James Crotty, KBW
 
  Michael Keller, Keller & Company
 
  John Shaffer, Keller & Company
 
  Ronald Riggins, RP Financial
 
  James Hennessey, RP Financial
 
  James Stewart, Esq., Malizia Spidi & Fisch
 
  Gary R. Bronstein, Esq.
 
  Eric S. Kracov, Esq.
 
  Stephen F. Donahoe, Esq.
 
  Suzanne Walker, Esq.

 

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