Sterling Check to merge with First Advantage; $16.73 cash or 0.979 FA shares per share

Sterling Check Corp.

Merger consideration: $16.73 per share cash or 0.979 shares of First Advantage common stock per Sterling share (prorated 72% cash/28% stock).
Expected closing in Q3 2024; subject to regulatory approvals, HSR, foreign investment clearances, and other conditions.
Stockholders holding ~52.8% of outstanding shares delivered written consent; no further stockholder vote required.
Termination fees: Sterling pays $66.3M under certain circumstances; First Advantage pays $60M–$100M under specified conditions.
Sterling CEO Josh Peirez to be offered a seat on First Advantage's board post-closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Sterling Check Corp. entered into Agreement and Plan of Merger with First Advantage Corporation valued at Merger consideration of $16.73 per share in cash or 0.979 shares of First Advantage common stock per (effective 2024-02-28).

Action: entry
Agreement: merger
Counterparty: First Advantage Corporation
Value: Merger consideration of $16.73 per share in cash or 0.979 shares of First Advantage common stock per
Effective: 2024-02-28

Exact text from the filing

On February 28, 2024, Sterling Check Corp., a Delaware corporation (the “Company” or “Sterling”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Advantage Corporation, a Delaware corporation (“First Advantage”), and Starter Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of First Advantage (“Merger Sub”).

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Source: SEC EDGAR

accession 0001193125-24-054322

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