First Advantage to acquire Sterling Check; $16.73 cash or 0.979 FA shares per share, 72% cash/28% stock proration

FIRST ADVANTAGE CORP

Specified stockholders owning 52.8% of Sterling delivered written consent; no further stockholder vote required.
Expected closing Q3 2024, subject to HSR, foreign investment clearances, and other customary conditions.
First Advantage secured $1.82B incremental term loan and $150M revolver commitment to finance the deal.
Termination fees: $66.3M from Sterling for superior proposal; $60M/$90M from FA if antitrust fails; $100M if FA fails to close.
Joshua Peirez, Sterling CEO, to be offered a seat on First Advantage's board at closing.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FIRST ADVANTAGE CORP entered into Agreement and Plan of Merger with Sterling Check Corp. (effective 2024-02-28).

Action: entry
Agreement: merger
Counterparty: Sterling Check Corp.
Effective: 2024-02-28

Exact text from the filing

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”).

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FIRST ADVANTAGE CORP filing history →

Source: SEC EDGAR

accession 0000950170-24-023541

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