Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 2020, 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 $450 million aggregate principal amount of the Company's 4.000% Senior Notes due 2030 (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 May 15, 2020, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. The Company intends to use the net proceeds of the offering to repay the outstanding borrowings under its revolving credit facility and 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 May 8, 2020.

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.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
   No.                                       Description

   1.1             Underwriting Agreement, dated May 8, 2020, among First American
                 Financial Corporation and J.P. Morgan Securities LLC and Goldman
                 Sachs & Co. LLC, as representatives of the several underwriters
                 named therein.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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