First Advantage Corp Files 8-K for Material Agreement

TL;DR

FA stock alert: 8-K filed 2/28 for material definitive agreement. Details to follow.

AI Summary

On February 28, 2024, First Advantage Corporation entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Delaware and its principal executive offices are located in Atlanta, Georgia.

Why It Matters

This 8-K filing indicates a significant new agreement for First Advantage Corporation, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Numbers

• 001-31666 — SEC File Number (Identifies the company's filing history with the SEC.)
• 84-3884690 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• First Advantage Corporation (company) — Registrant
• February 28, 2024 (date) — Date of earliest event reported
• 1 Concourse Parkway NE, Suite 200, Atlanta, Georgia 30328 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share FA The Nasdaq S
• $0.01 — , each share of common stock, par value $0.01 per share, of Sterling ("Sterling Commo
• $16.73 — erger Agreement as described below: (i) $16.73 per share in cash, without interest (th
• $66.3 million — tage a termination fee in the amount of $66.3 million. Upon termination of the Merger Agree
• $60 million — ed to pay Sterling a termination fee of $60 million or (ii) by the Extended Outside Date, F
• $90 million — ed to pay Sterling a termination fee of $90 million. In addition, if First Advantage fails
• $100 million — ed to pay Sterling a termination fee of $100 million. The parties have made customary repr
• $1.820 billion — oan in an aggregate principal amount of $1.820 billion and incremental revolving commitments i
• $150 m — nts in an aggregate principal amount of $150 million, in each case, under the Borrower

Filing Documents

• fa-20240228.htm (8-K) — 73KB
• fa-ex2_1.htm (EX-2.1) — 1133KB
• fa-ex10_1.htm (EX-10.1) — 136KB
• fa-ex10_2.htm (EX-10.2) — 331KB
• fa-ex10_3.htm (EX-10.3) — 386KB
• fa-ex10_4.htm (EX-10.4) — 223KB
• 0000950170-24-023541.txt ( ) — 2741KB
• fa-20240228.xsd (EX-101.SCH) — 29KB
• fa-20240228_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously announced, on February 28, 2024, First Advantage Corporation, a Delaware corporation (the "Company" or "First Advantage"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Sterling Check Corp., a Delaware corporation ("Sterling"), and Starter Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of First Advantage ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Sterling (the "Merger"), with Sterling continuing as the surviving corporation in the Merger and becoming an indirect wholly-owned subsidiary of First Advantage. The respective boards of directors of Sterling and First Advantage unanimously approved the Merger Agreement, and the board of directors of Sterling recommended that Sterling's stockholders adopt the Merger Agreement. Upon the effective time of the proposed transaction, each share of common stock, par value $0.01 per share, of Sterling ("Sterling Common Stock") issued and outstanding immediately prior to the effective time of the proposed transaction will be converted into the right to receive, at the election of the holder of such share of Sterling Common Stock, and subject to proration in accordance with the Merger Agreement as described below: (i) $16.73 per share in cash, without interest (the "Cash Consideration"), or (ii) 0.979 (the "Exchange Ratio") shares of common stock, par value $0.001 per share, of First Advantage ("First Advantage Common Stock" and, such consideration, the "Stock Consideration" and, together with the Cash Consideration, the "Merger Consideration"). The election will be subject to a proration mechanism, such that the total number of shares of Sterling Common Stock entitled to receive the Cash Consideration will be equal to 72%, and the total number of shares of Sterling Common Stock entitled t

Forward-Looking Statements

Forward-Looking Statements This report and any documents referred to in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, and it is intended that all forward-looking statements that Sterling or First Advantage make will be subject to the safe harbor protections created thereby. Forward-looking statements can be identified by forward-looking terminology such as "aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "projection," "seek," "should," "will" or "would," or the negative thereof or other variations thereon or comparable terminology. In particular, statements that address First Advantage's and Sterling's future performance, business strategy, future operations, estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position, anticipated benefits of strategic transactions (including acquisitions and divestitures), and plans and objectives of management (including plans for future cash flow from operations), contained in this report or any documents referred to herein are forward-looking statements. These statements also include, but are not limited to, statements regarding the expected benefits of the proposed transaction to First Advantage and Sterling and each of their stockholders and the anticipated timing thereof. First Advantage and Sterling have based these forward-looking statements on current expectations, assumptions, estimates and projections. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond First Advantage and Sterling's control. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely mann

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of February 28, 2024, by and among First Advantage Corporation, Sterling Check Corp. and Starter Merger Sub, Inc. 10.1* Support Agreement, dated as of February 28, 2024, by and among First Advantage Corporation and certain stockholders of Sterling Check Corp. party thereto. 10.2 Stockholders' Agreement, dated as February 28, 2024, by and among First Advantage Corporation, certain parties that will become stockholders of First Advantage Corporation pursuant to the Merger Agreement and certain other parties party thereto. 10.3 Amended and Restated Stockholders' Agreement, dated as of February 28, 2024, by and among First Advantage Corporation, SLP Fastball Aggregator, L.P. and certain stockholders of First Advantage Corporation party thereto. 10.4 Incremental Facilities Commitment letter, dated February 28, 2024, by and among First Advantage Holdings, LLC, and certain financial institutions, party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST ADVANTAGE CORPORATION Date: March 1, 2024 By: /s/ David L. Gamsey Name: David L. Gamsey Title: Executive Vice President & Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR