First Advantage Corp Files 8-K: Other Events & Financials

TL;DR

FA stock filing: 8-K dropped, covers 'Other Events' & financials. Watch for updates.

AI Summary

On September 5, 2024, First Advantage Corporation filed an 8-K report. The filing primarily concerns "Other Events" and "Financial Statements and Exhibits," indicating potential updates or disclosures related to the company's financial status or significant corporate actions. Specific details regarding these events or financial statements are not elaborated in the provided text.

Why It Matters

This 8-K filing signals that First Advantage Corporation has made a significant disclosure to the SEC, which could impact investors' understanding of the company's current operations or financial health.

Risk Assessment

Risk Level: medium — 8-K filings can contain material information, but the lack of specific details in this excerpt makes it difficult to assess the immediate impact or risk.

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
• 0000950170-24-104005 (accession_number) — Filing identifier
• September 5, 2024 (date) — Date of report
• 1 Concourse Parkway NE, Suite 200, Atlanta, Georgia 30328 (address) — 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 — ested shares of common stock, par value $0.01 per share, of Sterling ("Sterling Commo

Filing Documents

• fa-20240905.htm (8-K) — 54KB
• fa-ex99_1.htm (EX-99.1) — 246KB
• img219211210_0.jpg (GRAPHIC) — 15KB
• img219211210_1.jpg (GRAPHIC) — 533KB
• img219211210_2.jpg (GRAPHIC) — 675KB
• img219211210_3.jpg (GRAPHIC) — 661KB
• img219211210_4.jpg (GRAPHIC) — 622KB
• img219211210_5.jpg (GRAPHIC) — 500KB
• img219211210_6.jpg (GRAPHIC) — 287KB
• 0000950170-24-104005.txt ( ) — 4993KB
• fa-20240905.xsd (EX-101.SCH) — 25KB
• fa-20240905_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 (the "transaction"). The closing of the transaction is anticipated to occur in the fourth quarter of 2024. Mailing of Election Form On September 5, 2024, the election form (the "Election Form") necessary for record holders of vested shares of common stock, par value $0.01 per share, of Sterling ("Sterling Common Stock"), to make an election (the "Election") as to the form of merger consideration they wish to receive for the Sterling Common Stock they own, was mailed to holders of record of Sterling by Equiniti Trust Company, LLC, the exchange agent appointed by First Advantage (the "Exchange Agent") for the election process of Sterling stockholders (the "Stockholder Election Process"). A copy of the Election Form is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. First Advantage also engaged D.F. King & Co., Inc. to serve as information agent (the "Information Agent") in connection with the Stockholder Election Process. As further described in the Election Form and in the information statement/prospectus, which forms part of the registration statement on Form S-4 (File No. 333-278992), which was filed by First Advantage with the Securities and Exchange Commission on June 11, 2024, Sterling stockholders of record wishing to make an election for t

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Election Form 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) No Offer or Solicitation This report is for informational purposes only and is not intended to and does not constitute, or form a part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or a solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such sale, issuance or transfer of securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"). Additional Information about the Proposed Transaction and Where to Find It In connection with the proposed transaction, First Advantage has filed a registration statement on Form S-4 (File No. 333-278992) with the Securities and Exchange Commission ("SEC") that includes an information statement of Sterling, that also constitutes a prospectus of First Advantage, and such registration statement on Form S-4 has been declared effective by the SEC. Each of First Advantage and Sterling may also file other relevant documents with the SEC regarding the proposed transaction. This report is not a substitute for the information statement/prospectus or registration statement or any other document that First Advantage or Sterling may file with the SEC. The information statement/prospectus has been mailed to stockholders of Sterling. INVESTORS AND SECURITY HOLDERS OF FIRST ADVANTAGE AND STERLING ARE URGED TO READ THE REGISTRATION STATEMENT, INFORMATION S

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: September 5, 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