First Advantage Corp Files 8-K

TL;DR

FA files 8-K, no immediate news.

AI Summary

On October 29, 2024, First Advantage Corporation filed an 8-K report. The filing does not contain specific details about events, transactions, or material changes, indicating it may be a routine filing or a placeholder.

Why It Matters

This filing indicates a regulatory update from First Advantage Corporation, though the specific content requires further examination of the full document.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report with no immediately disclosed material events, suggesting low immediate risk.

Key Players & Entities

• First Advantage Corporation (company) — Registrant
• October 29, 2024 (date) — Date of earliest event reported

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-20241029.htm (8-K) — 47KB
• 0000950170-24-118245.txt ( ) — 164KB
• fa-20241029.xsd (EX-101.SCH) — 25KB
• fa-20241029_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. As of October 29, 2024, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other regulatory review periods have expired for the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 28, 2024, by and among First Advantage Corporation, a Delaware corporation ("First Advantage"), Sterling Check Corp., a Delaware corporation ("Sterling"), and Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of First Advantage. Subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement, the parties expect to close the proposed transaction on October 31, 2024. If such conditions are not satisfied or waived as expected, the parties may elect to extend the anticipated closing of the transaction to a later date. 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 Securi

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's 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

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 29, 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