First Advantage Corp Files 8-K Report

TL;DR

FA files 8-K, standard disclosure, no major news yet.

AI Summary

On May 28, 2024, First Advantage Corporation filed an 8-K report. The filing primarily concerns "Other Events" and does not detail specific transactions or financial figures within the provided text. The report confirms the company's identity, location in Atlanta, Georgia, and its standard industrial classification as "Services-Business Services, NEC".

Why It Matters

This filing indicates a routine update or event disclosure by First Advantage Corporation to the SEC, which is a standard part of corporate governance and transparency for publicly traded companies.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report for 'Other Events' and does not contain information that suggests immediate risk or significant change.

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
• Bret T. Jardine, Esq. (person) — Contact Person for Mail Address
• 7389 (dollar_amount) — Standard Industrial Classification Code

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share FA The Nasdaq S

Filing Documents

• fa-20240528.htm (8-K) — 46KB
• 0000950170-24-065271.txt ( ) — 168KB
• fa-20240528.xsd (EX-101.SCH) — 29KB
• fa-20240528_htm.xml (XML) — 5KB

01. Other Events

Item 8.01. Other Events. As previously announced, on February 28, 2024, First Advantage Corporation, a Delaware corporation ("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, First Advantage will acquire Sterling, with Merger Sub merging with and into Sterling and Sterling becoming an indirect, wholly-owned subsidiary of First Advantage. On May 28, 2024, First Advantage and Sterling each received a request for additional information and documentary materials (a "Second Request") from the U.S. Department of Justice (the "DOJ") in connection with the DOJ's review of the proposed transaction contemplated by the Merger Agreement. The Second Request was issued under the notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The effect of the Second Request is to extend the waiting period imposed under the HSR Act until 30 days after First Advantage and Sterling have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ. The parties have been working cooperatively with the DOJ to bring its review of the proposed transaction to a close as expeditiously as possible and will continue to do so. The proposed transaction remains subject to the expiration or termination of the waiting period applicable to the proposed transaction under the HSR Act, the receipt of the clearances and approvals applicable to the proposed transaction under the foreign direct investment laws of certain foreign jurisdictions and the satisfaction or waiver of the other closing conditions contained in the Merger Agreement. As a res

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 Securities Exchange Act of 1934, as amended, 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 no

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: May 28, 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