First Advantage Corp Files 8-K

TL;DR

FA files 8-K, likely routine but check for material updates.

AI Summary

On October 21, 2024, First Advantage Corporation filed an 8-K report. The filing primarily concerns "Other Events" and "Financial Statements and Exhibits." No specific material events, transactions, or financial updates were detailed in the provided excerpt.

Why It Matters

This 8-K filing indicates that First Advantage Corporation has submitted a report to the SEC, which may contain important updates or disclosures for investors.

Risk Assessment

Risk Level: low — The provided excerpt is a standard 8-K filing notification and does not contain specific material events or financial data that would indicate a high risk.

Key Numbers

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

Key Players & Entities

• First Advantage Corporation (company) — Registrant
• 0000950170-24-115963 (filing_id) — Accession Number
• October 21, 2024 (date) — Date of earliest event reported
• 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-20241021.htm (8-K) — 52KB
• fa-ex99_1.htm (EX-99.1) — 29KB
• 0000950170-24-115963.txt ( ) — 207KB
• fa-20241021.xsd (EX-101.SCH) — 25KB
• fa-20241021_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. On October 21, 2024, First Advantage Corporation, a Delaware corporation ("First Advantage"), and Sterling Check Corp., a Delaware corporation ("Sterling"), issued a joint press release announcing that the deadline for (i) record holders of vested shares of common stock, par value $0.01 per share, of Sterling ("Sterling Common Stock") and (ii) eligible holders of Company Common Stock Equivalents (as defined in the Merger Agreement, as defined below) and unvested shares of Sterling Common Stock to elect the form of merger consideration they wish to receive, in connection with First Advantage's acquisition of Sterling, is 5:00 p.m. Eastern Time on October 24, 2024, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 28, 2024, by and among First Advantage, Sterling, and Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of First Advantage. Sterling stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline and should carefully review any materials they received from their bank, broker or other nominee regarding how to make an election as to the form of merger consideration they wish to receive. The press release also stated that the parties expect to close the transactions contemplated by the Merger Agreement on October 31, 2024, subject to the receipt of regulatory clearances and approvals and the satisfaction or waiver of other customary closing conditions. If such clearances, approvals and conditions are not satisfied as expected, the parties may elect to extend the election deadline and the anticipated closing of the transaction will be a later date. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Joint Press Release issued by First Advantage and Sterling, dated October 21, 2024. 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 A

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: October 21, 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