0000950170-24-023179.txt : 20240229 0000950170-24-023179.hdr.sgml : 20240229 20240229163541 ACCESSION NUMBER: 0000950170-24-023179 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240229 DATE AS OF CHANGE: 20240229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sterling Check Corp. CENTRAL INDEX KEY: 0001645070 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40829 FILM NUMBER: 24704399 BUSINESS ADDRESS: STREET 1: STERLING CHECKCORP INC. STREET 2: 6150 OAK TREE BOULEVARD, SUITE 490 CITY: INDEPENDENCE STATE: OH ZIP: 44131 BUSINESS PHONE: 19175485241 MAIL ADDRESS: STREET 1: STERLING CHECKCORP INC. STREET 2: 6150 OAK TREE BOULEVARD, SUITE 490 CITY: INDEPENDENCE STATE: OH ZIP: 44131 FORMER COMPANY: FORMER CONFORMED NAME: Sterling Ultimate Parent Corp. DATE OF NAME CHANGE: 20150612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST ADVANTAGE CORP CENTRAL INDEX KEY: 0001210677 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 843884690 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1 CONCOURSE PARKWAY NE, SUITE 200 STREET 2: ATTN: BRET T. JARDINE, ESQ. CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 888-314-9761 MAIL ADDRESS: STREET 1: 1 CONCOURSE PARKWAY NE, SUITE 200 STREET 2: ATTN: BRET T. JARDINE, ESQ. CITY: ATLANTA STATE: GA ZIP: 30328 425 1 customer_note_-_425.htm 425 425

Filed by First Advantage Corporation

pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Sterling Check Corp.

Commission File No.: 001-40829

Date: February 29, 2024

 

 

TO: All First Advantage Managed Accounts (Top 600 Americas, Top 20 International)

FROM: S. Staples

DATE: February 29, 2024

SUBJECT: First Advantage to Acquire Sterling Check

HEADER OF EMAIL BODY (in blue bar): From the Desk of Scott Staples

I’m pleased to share that, earlier today, First Advantage announced we have agreed to acquire Sterling Check, a background and identity services provider. Our acquisition of Sterling will be a transformative step in enhancing the value that we can bring to you and all of our customers. I wanted to reach out directly to share more context on this announcement and why we are so excited about the opportunities it will create for you.

Combining our complementary technology solutions and services across healthcare, retail & ecommerce, transportation, manufacturing, financial services, and other industries will enhance the value we bring to customers, helping you hire smarter and onboard faster. The combination also unlocks efficiencies and opportunities to invest in new technology solutions, including in Artificial Intelligence and next-generation Digital Identification technologies, which will enhance customer and applicant experience while providing you with access to more products and solutions that meet your needs. Overall, combining with Sterling will extend First Advantage’s high-quality and cost-effective background screening, identity, and verification technology solutions for the benefit of customers of all sizes across industry verticals and geographies.

We hope you share our excitement about what’s ahead. But importantly, today’s news does not change our business relationship with you in any way. First Advantage and Sterling will continue to operate separately as independent companies, just as we always have, until the transaction closes, which we expect to occur in approximately the third quarter of 2024. Your point of contact at First Advantage remains the same, and you can be sure that our top priority is delivering the services and insights that help you manage risk and hire the best talent.

As we look ahead to integration after closing, a core focus of our efforts will be making the process as seamless as possible for our customers. We will keep you updated on any changes along the way.

Thank you for your continued partnership.Please let us know if you would like to set up a time to discuss any questions you may have.

Best regards,

 

Scott Staples

Chief Executive Officer, First Advantage

 

No Offer or Solicitation

This communication 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.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, First Advantage intends to file with the SEC a registration statement on Form S-4 that will include an information statement of Sterling and that also constitutes a prospectus of First Advantage. Each of First Advantage and Sterling may also file other relevant documents with the SEC regarding the proposed transaction. This document 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 (if and when available) will be mailed to stockholders of First Advantage and Sterling. INVESTORS AND SECURITY HOLDERS OF FIRST ADVANTAGE AND STERLING ARE URGED TO READ THE REGISTRATION STATEMENT, INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and information statement/prospectus (if and when available) and other documents containing important information about First Advantage, Sterling and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by First Advantage will be available free of charge on First Advantage’s website at https://fadv.com/ or by contacting First Advantage’s Investor Relations department at investors@fadv.com. Copies of the documents filed with the SEC by Sterling will be available free of charge on Sterling’s website at https://www.sterlingcheck.com/ or by contacting Sterling’s Investor Relations department at IR@sterlingcheck.com.

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 Exchange Act, 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 not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed transaction on First Advantage’s business relationships, operating results, and business generally, (v) risks that the proposed transaction disrupts current plans and operations of First Advantage or Sterling and potential difficulties in First Advantage employee retention as a result of the proposed transaction, (vi) risks related to diverting management’s attention from First Advantage’s ongoing business operations, (vii) unexpected costs, charges or expenses resulting from the proposed transaction and (viii) the outcome of any legal proceedings that may be instituted against Sterling or against First Advantage related to the Merger Agreement or the proposed transaction. These and other important factors contained in First Advantage and Sterling’s filings with the SEC, including their respective Forms 10-K, 10-Q and 8-K, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements contained in this report are not guarantees of future performance and actual results of operations, financial condition, and liquidity, and the development of the industry in which each of First Advantage and Sterling operates, may differ materially from the forward-looking statements contained in this report. Any forward-looking statement made in this report speaks only as of the date of such statement. Except as required by law, neither First Advantage nor Sterling undertakes any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report.