Mga Batayang Estadistika
LEI | 5493009E31FM2H8Q7497 |
CIK | 1210677 |
SEC Filings
SEC Filings (Chronological Order)
August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q I dia UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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August 7, 2025 |
Exhibit 10.3 First Advantage Corporation Non-Employee Director Compensation Policy (As amended on August 6, 2025) Purpose The purpose of this Non-Employee Director Compensation Policy (this “Policy”) is to establish the cash and equity compensation for non-employee members of the Board of Directors (the “Board”) of First Advantage Corporation (the “Company”) in a manner that aligns their interests |
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August 7, 2025 |
First Advantage Reports Second Quarter 2025 Results Reaffirms Full Year 2025 Guidance Exhibit 99.1 First Advantage Reports Second Quarter 2025 Results Reaffirms Full Year 2025 Guidance Second Quarter 2025 Highlights1 • Revenues of $390.6 million • Net Income of $0.3 million, a net income margin of 0.1%, includes $7.3 million of expenses related to the acquisition of Sterling Check Corp. (“Sterling”) and related integration, and $41.3 million of Sterling depreciation and amortizatio |
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August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commiss |
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August 7, 2025 |
Exhibit 10.2 August 6, 2025 Mr. Douglas Nairne [Address] Dear Doug, This is the first amendment (the “Supplementary Agreement”) to the Employment Agreement executed on October 19, 2022, between you and First Advantage Limited (the “Company”) (the “Original Employment Agreement”), to amend your position, compensation details as outlined in Schedule 1 to the Original Employment Agreement, and the ex |
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August 7, 2025 |
Letter Agreement, dated August 6, 2025, between First Advantage Corporation and Steven Marks. Exhibit 10.1 August 6, 2025 Dear Steven, The following (“Letter Agreement” and/or “Agreement”) will set forth the terms and conditions of your employment with First Advantage Corporation (the “Employer” or the “Company”) and replace any previous employment offers with the Employer. 1. Position; Duties. (a) During your employment under this Letter Agreement, you will serve in a full-time capacity a |
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August 4, 2025 |
Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 5, dated as of July 30, 2025 (this “Amendment”), to the First Lien Credit Agreement dated as of January 31, 2020 (as amended by that certain Amendment No. 1, dated as of February 1, 2021, that certain Amendment No. 2, dated as of May 28, 2021, that certain Amendment No. 3, dated as of June 23, 2023, that ce |
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August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissi |
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June 9, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissio |
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May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commission |
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May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q a UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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May 8, 2025 |
First Advantage Reports First Quarter 2025 Results Reaffirms Full Year 2025 Guidance Exhibit 99.1 First Advantage Reports First Quarter 2025 Results Reaffirms Full Year 2025 Guidance First Quarter 2025 Highlights1 • Revenues of $354.6 million • Net Loss of $(41.2) million, a net loss margin of (11.6)%, includes $15.3 million of expenses related to the acquisition of Sterling Check Corp. (“Sterling”) and related integration, and $41.2 million of Sterling depreciation and amortizati |
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May 8, 2025 |
Employment Letter, dated October 19, 2022, between First Advantage Limited and Douglas Nairne. Exhibit 10.2 Date: 19 October 2022 Mr. Douglas Nairne [Address] Dear Doug, LETTER OF EMPLOYMENT This Letter of Employment is amends and supersedes the Fixed Term Letter of Employment dated October 8, 2021, the First Amendment dated November 2, 2021 and the Third Amendment dated December 1, 2021. We would like to offer you the following position with First Advantage Limited (the “Company”) on the t |
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May 8, 2025 |
Exhibit 10.1 April 6, 2016 Mr. Steven I. Marks [ADDRESS] Dear Steven: On behalf of First Advantage Background Services (hereafter “the Company”), we would like to offer you the Exempt position of Assistant Controller, reporting to our FADV Corporate Controller. Your first day of employment will be April 28, 2016. Your office location will be at One Concourse Parkway NE, Suite 200, Atlanta, GA, 303 |
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April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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February 27, 2025 |
Subsidiaries of the Registrant. Exhibit 21.1 First Advantage Corporation Subsidiaries Subsidiaries of the Registrant - First Advantage Corporation (a Delaware corporation) - as of December 31, 2024 Name of Subsidiary Jurisdiction of Organization A-Check America, LLC Delaware AIM Screening Ltd. (a subsidiary of RISQ Group Holdings Pty Ltd. (AUS) New Zealand AIM Screening Ltd (HKG) (a subsidiary of RISQ Group Holdings Pty Ltd.) Ch |
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February 27, 2025 |
Exhibit 99.1 First Advantage Reports Fourth Quarter and Full Year 2024 Results Completed Acquisition of Sterling; Issues Full Year 2025 Guidance Full Year 2024 Highlights1 • Revenues of $860.2 million • Net Loss of $(110.3) million, a net loss margin of (12.8)%, includes $130.5 million of expenses incurred related to the acquisition of Sterling Check Corp. (“Sterling”) • Adjusted Net Income of $12 |
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February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-31666 First Advantage |
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February 27, 2025 |
First Advantage Corporation Securities Trading Policy. Exhibit 19.1 FIRST ADVANTAGE CORPORATION SECURITIES TRADING POLICY This Securities Trading Policy (“Policy”) contains the following sections: 1.0 General 2.0 Definitions 3.0 General Statement of Policy 4.0 Other Prohibited Transactions 5.0 Certain Limited Exceptions 6.0 Pre-clearance of Trades and Other Procedures 7.0 10b5-1 and Other Trading Plans/Margin Accounts and Pledges 8.0 Potential Crimina |
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November 12, 2024 |
Exhibit 99-1 First Advantage Reports Third Quarter 2024 Results Completed Acquisition of Sterling on October 31; Maintains Standalone Full-Year 2024 Guidance and Issues Combined Company Guidance including Sterling Third Quarter 2024 Highlights1 • Revenues of $199. |
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November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q a UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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October 31, 2024 |
Exhibit 10.2 AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 4, dated as of October 31, 2024 (this “Amendment”), to the First Lien Credit Agreement dated as of January 31, 2020 (as amended by that certain Amendment No. 1, dated as of February 1, 2021, that certain Amendment No. 2, dated as of May 28, 2021, that certain Amendment No. 3, dated as of June 23, 2023, and as further amended |
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October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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October 31, 2024 |
Exhibit 99.1 First Advantage Completes Acquisition of Sterling Check for $2.2 Billion Strengthens First Advantage’s global reach Extends First Advantage’s high-quality and cost-effective background screening, identity, and verification technology solutions for the benefit of both companies’ customers across industry verticals and geographies Enables increased investment in Artificial Intelligence |
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October 31, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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October 31, 2024 |
Exhibit 10.1 October 31, 2024 First Advantage Corporation 1 Concourse Parkway NE Suite 200 Atlanta, Georgia 30328 Broad Street Principal Investments, L.L.C. Checkers Control Partnership, L.P. Broad Street Control Advisors, L.L.C. 200 West Street New York, New York 10282 Re: Termination of Stockholders’ Agreement Ladies and Gentlemen: Reference is made to that certain Stockholders’ Agreement, dated |
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October 31, 2024 |
As filed with the Securities and Exchange Commission on October 31, 2024. S-8 POS As filed with the Securities and Exchange Commission on October 31, 2024. Registration No. 333- 278992 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 UNDER THE SECURITIES ACT OF 1933 First Advantage Corporation (Exact name of registrant as specified in its charter) Delaware 84-38846 |
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October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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October 22, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on October 22, 2024: Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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October 21, 2024 |
Exhibit 99.1 First Advantage and Sterling Announce Election Deadline for Sterling Stockholders to Elect Merger Consideration ATLANTA and INDEPENDENCE, Ohio, October 21, 2024 - First Advantage Corporation (NASDAQ:FA) and Sterling Check Corp. (NASDAQ:STER) today announced that the deadline for (i) record holders of vested shares of Sterling common stock and (ii) eligible holders of Sterling common s |
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October 21, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Com |
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September 11, 2024 |
Exhibit 99.1 First Advantage Announces Promotion of Joelle Smith to President, First Advantage This strategic appointment underscores the Company’s commitment to advancing its background screening, identity, and verifications technology, enabling faster and more efficient solutions for customers ATLANTA, Sept. 11, 2024—First Advantage Corporation (NASDAQ: FA), a leading provider of employment back |
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September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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September 5, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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September 5, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on September 5, 2024: Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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September 5, 2024 |
Exhibit 99.1 ELECTION FORM Mailing date: September 5, 2024 FOR HOLDERS OF SHARES OF COMMON STOCK OF STERLING CHECK CORP. (“STERLING”) IN CONNECTION WITH STERLING’S ACQUISITION BY FIRST ADVANTAGE CORPORATION (“FIRST ADVANTAGE”) Please read and follow the accompanying instructions carefully and deliver to: If delivering by hand, express mail, courier, or other expedited service: Equiniti Trust Compa |
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September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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September 3, 2024 |
Exhibit 10.1 Joseph Jaeger This Retirement Agreement and General Release of all Claims (this “Agreement”) is entered into by Joseph Jaeger (the “Executive”) and First Advantage Corporation (the “Employer”), on September 3, 2024. WHEREAS, the Executive is currently employed by the Employer pursuant to the terms of that certain letter agreement between the Executive and the Employer, dated August 14 |
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September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commis |
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August 30, 2024 |
Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 333- 278992 Subject Company: Sterling Check Corp. Commission File No.: 001-40829 Date: August 29, 2024 The following brochure was sent via email to applicable employees of Sterling Check Corp. on August 29, 2024: |
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August 8, 2024 |
Exhibit 99.1 First Advantage Reports Second Quarter 2024 Results Reaffirms Full-Year 2024 Guidance; Sterling Acquisition Expected to Close in Q4 Second Quarter 2024 Highlights1 • Revenues of $184.5 million • Net Income of $1.9 million, a net income margin of 1.0%, includes $9.2 million of expenses incurred related to the acquisition of Sterling Check Corp. (“Sterling”) • Adjusted Net Income of $30 |
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August 8, 2024 |
Exhibit 10.1 David Gamsey This Retirement Agreement and General Release of all Claims (this “Agreement”) is entered into by David Gamsey (the “Executive”) and First Advantage Corporation (the “Employer”), on August 7, 2024. WHEREAS the Executive is currently employed by the Employer pursuant to the terms of that certain letter agreement between the Executive and the Employer, dated December 17, 20 |
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August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commiss |
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August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q a UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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June 11, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-278992 INFORMATION STATEMENT/PROSPECTUS AND NOTICE OF ACTION BY WRITTEN CONSENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Dear Sterling Check Corp. Stockholder: On February 28, 2024, Sterling Check Corp. (referred to as Sterling), First Advantage Corporation (referred to as First Advantage) |
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June 10, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissio |
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June 7, 2024 |
First Avantage Corporation 1 Concourse Parkway NE, Suite 200 Atlanta, Georgia 30328 First Avantage Corporation 1 Concourse Parkway NE, Suite 200 Atlanta, Georgia 30328 June 7, 2024 VIA EDGAR Kate Beukenkamp Taylor Beech Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N. |
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May 31, 2024 |
Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-3407 (212) 455-2211 E-mail Address ecooper@stblaw. |
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May 31, 2024 |
Consent of Citigroup Global Markets Inc., financial advisor to Sterling Check Corp. Exhibit 99.1 CONSENT OF CITIGROUP GLOBAL MARKETS INC. The Board of Directors Sterling Check Corp. 6150 Oak Tree Boulevard, Suite 490 Independence, Ohio 44131 Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 28, 2024, to the Board of Directors of Sterling Check Corp. (“Sterling”), as Annex G to, and reference to such opinion letter under the headings “Sum |
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May 31, 2024 |
As filed with the Securities and Exchange Commission on May 31, 2024 Table of Contents As filed with the Securities and Exchange Commission on May 31, 2024 Registration No. |
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May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissio |
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May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissio |
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May 9, 2024 |
First Advantage Reports First Quarter 2024 Results Reaffirms Full Year 2024 Guidance Exhibit 99.1 First Advantage Reports First Quarter 2024 Results Reaffirms Full Year 2024 Guidance First Quarter 2024 Highlights1 • Revenues of $169.4 million • Net Loss of $(2.9) million, after $11.1 million of costs related to the acquisition of Sterling Check Corp. (“Sterling”) • Adjusted Net Income of $24.8 million • Adjusted EBITDA of $46.6 million • GAAP Diluted Net Loss Per Share of $(0.02), |
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May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q a UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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May 9, 2024 |
Exhibit 2.2 WAIVER This waiver is entered into as of March 25, 2024, by and among First Advantage Corporation, a Delaware corporation (“Parent”), Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Sterling Check Corp., a Delaware corporation (the “Company”). Reference is made to that certain Agreement and Plan of Merger, dated as |
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May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commission |
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April 29, 2024 |
As filed with the Securities and Exchange Commission on April 29, 2024 Table of Contents As filed with the Securities and Exchange Commission on April 29, 2024 REGISTRATION NO. |
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April 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $ 0. |
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April 29, 2024 |
Consent of Citigroup Global Markets Inc., financial advisor to Sterling Check Corp. Exhibit 99.1 CONSENT OF CITIGROUP GLOBAL MARKETS INC. The Board of Directors Sterling Check Corp. 6150 Oak Tree Boulevard, Suite 490 Independence, Ohio 44131 Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 28, 2024, to the Board of Directors of Sterling Check Corp. (“Sterling”), as Annex G to, and reference to such opinion letter under the headings “Sum |
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April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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March 1, 2024 |
Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of February 28, 2024, is made by and among First Advantage Corporation, a Delaware corporation (“Parent”), Sterling Check Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Parent, the |
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March 1, 2024 |
Exhibit 10.4 CONFIDENTIAL February 28, 2024 First Advantage Holdings, LLC 1 Concourse Parkway NE, Suite 200 Atlanta, GA 30328 Attention: David Gamsey Project Starter Incremental Facilities Commitment Letter Ladies and Gentlemen: You have advised Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (through itself or one of its affiliates, “BofA Securities”), Barclays Bank PLC (“Barclay |
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March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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March 1, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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March 1, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among FIRST ADVANTAGE CORPORATION, STERLING CHECK CORP., and STARTER MERGER SUB, INC. dated as of February 28, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Terms Defined Elsewhere 16 ARTICLE II THE MERGER 18 Section 2.1. The Merger 18 Section 2.2. The Closing 18 Section 2.3. Effective Time 19 Sec |
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March 1, 2024 |
Exhibit 10.2 STOCKHOLDERS’ AGREEMENT of FIRST ADVANTAGE CORPORATION Dated as of February 28, 2024 STOCKHOLDERS’ AGREEMENT OF FIRST ADVANTAGE CORPORATION THIS STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of February 28, 2024 by and among FIRST ADVANTAGE CORPORATION, a Delaware corporation (the “Company”), and |
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March 1, 2024 |
Exhibit 10.3 AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT of FIRST ADVANTAGE CORPORATION Dated as of February 28, 2024 AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT Of first advantage corporation THIS AMENDED AND RESTATED Stockholders’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of February 28, 2024 by and among First adv |
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February 29, 2024 |
First Advantage Corporation Incentive Compensation Clawback Policy. Exhibit 97.1 First Advantage Corporation Incentive Compensation Clawback Policy 1. Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of First Advantage Corporation (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation in accordance with the terms herei |
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February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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February 29, 2024 |
First Advantage to Acquire Sterling Check Corp. for $2.2 Billion in Cash and Stock Exhibit 99.2 First Advantage to Acquire Sterling Check Corp. for $2.2 Billion in Cash and Stock • Extends First Advantage’s high-quality and cost-effective background screening, identity, and verification technology solutions for the benefit of both companies’ customers across industry verticals and geographies • Enables increased investment in Artificial Intelligence and next-generation Digital I |
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February 29, 2024 |
Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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February 29, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 First Advantage Corporation Subsidiaries Subsidiaries of the Registrant - First Advantage Corporation (a Delaware corporation) - as of December 31, 2023 Name of Subsidiary Jurisdiction of Organization Corporate Screening Services LLC Ohio FADV (Australia) PTY Limited Australia FADV B.V. Netherlands FADV Cooperatief UA Netherlands FADV European Data Center B.V. Netherlands FADV Malaysi |
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February 29, 2024 |
Exhibit 99.1 First Advantage Reports Full Year and Fourth Quarter 2023 Results Introduces Full Year 2024 Guidance Announces Agreement to Acquire Sterling Check Corp. Full Year 2023 Highlights1 • Revenues of $763.8 million • Net Income of $37.3 million; Adjusted Net Income of $145.8 million • Adjusted EBITDA of $237.6 million • GAAP Diluted Net Income Per Share of $0.26; Adjusted Diluted Earnings P |
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February 29, 2024 |
TO: All First Advantage Team Members Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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February 29, 2024 |
On February 29, 2024, First Advantage Corporation published the following post on LinkedIn: Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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February 29, 2024 |
Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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February 29, 2024 |
Form of Indemnification Agreement (for directors). Exhibit 10.34 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of [●], 202 (this “Agreement”) and is between First Advantage Corporation, a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in othe |
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February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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February 29, 2024 |
First Advantage Q4 2023 Earnings Call Transcript February 29, 2024 Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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February 29, 2024 |
TO: All First Advantage Managed Accounts (Top 600 Americas, Top 20 International) Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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February 29, 2024 |
FA Employee Video Script Transcript Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-31666 First Advantage |
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February 9, 2024 |
FA / First Advantage Corporation / SLTA V (GP), L.L.C. - SC 13G/A Passive Investment SC 13G/A 1 d177080dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* First Advantage Corporation (Name of Issuer) Common stock, $0.001 par value per share (Titles of Class of Securities) 31846B108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q a UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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November 9, 2023 |
First Advantage Reports Third Quarter 2023 Results Exhibit 99.1 First Advantage Reports Third Quarter 2023 Results Third Quarter 2023 Highlights1 • Generated Revenues of $200.4 million • Delivered Net Income of $10.8 million; Adjusted Net Income was $40.0 million • Produced Adjusted EBITDA of $64.8 million • Realized GAAP Diluted Net Income Per Share of $0.07; Adjusted Diluted Earnings Per Share was $0.28 • Achieved Cash Flows from Operations of $ |
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November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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September 15, 2023 |
First Advantage Extends Existing Share Repurchase Authorization Through 2024 Exhibit 99.1 First Advantage Extends Existing Share Repurchase Authorization Through 2024 ATLANTA, September 15, 2023 – First Advantage Corporation (NASDAQ: FA), a leading global provider of employment background screening and verification solutions, today announced that its Board of Directors has approved a one-year extension of its share repurchase authorization, extending the existing $200 mill |
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September 15, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Com |
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August 9, 2023 |
Exhibit 99.1 First Advantage Reports Second Quarter 2023 Results Board of Directors declares one-time special dividend Second Quarter 2023 Highlights1 • Generated Revenues of $185.3 million; Constant Currency Revenues were $186.4 million • Delivered Net Income of $9.8 million; Adjusted Net Income was $34.8 million • Produced Adjusted EBITDA of $56.0 million; Constant Currency Adjusted EBITDA was $ |
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August 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commiss |
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August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q a UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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August 9, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN THIS FIRST AMENDMENT TO the First Advantage 2021 Omnibus Incentive Plan (this “Amendment”), made as of May 10, 2023, is made and adopted by First Advantage Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to |
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August 9, 2023 |
Exhibit 10.2 First Advantage Corporation May 10, 2023 [Name] [Email] Re: Amendment to Performance Award Vesting for Grant ID: Dear [Name], Congratulations! Upon the recommendation of its Compensation Committee, the Board of Directors of First Advantage Corporation (the “Company”) has approved an amendment to each of your currently outstanding unearned and unvested performance-based equity awards ( |
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August 9, 2023 |
Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 3 to the FIRST LIEN CREDIT AGREEMENT, dated as of June 23, 2023 (this “Amendment”), by and among FIRST ADVANTAGE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the Revolving Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). WHEREAS, reference is hereby made to |
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June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 08, 2023 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissi |
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May 10, 2023 |
Exhibit 10.3 [LOGO] Confidential Information and Inventions Agreement Instructions Please take the time to review your Confidential Information and Inventions Agreement (the “Agreement”) with First Advantage Corporation (the “Company”). It contains material restrictions on your right to disclose or use, during or after your service with the Company, certain information and technology learned or de |
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May 10, 2023 |
Exhibit 10.1 March 30, 2011 Bret Jardine [ADDRESS] Dear Bret, As you are aware, pursuant to a Purchase Agreement, dated as of December 22, 2010 (the “Purchase Agreement”), Symphony Technology Group (“Symphony”) acquired certain indirect subsidiaries of CoreLogic (“CoreLogic”) including CoreLogic’s screening, human resources outsourcing, tax recovery and verification, and litigation support busines |
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May 10, 2023 |
Exhibit 10.2 [LOGO] May 31, 2017 Joelle Smith [ADDRESS] Dear Joelle, The following will set forth the terms and conditions of your employment with First Advantage Corporation (“Letter Agreement” and/or “Agreement”). 1. Position; Duties. (a) During your employment under this Letter Agreement, you will serve in a full-time capacity as Executive Vice-President of First Advantage Corporation (the “Emp |
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May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissio |
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May 10, 2023 |
First Advantage Reports First Quarter 2023 Results Reaffirming 2023 Full-Year Guidance Exhibit 99.1 First Advantage Reports First Quarter 2023 Results Reaffirming 2023 Full-Year Guidance First Quarter 2023 Highlights • Generated Revenues of $175.5 million; Constant Currency Revenues1 were $177.7 million • Delivered Net Income of $1.9 million; Adjusted Net Income1 was $28.4 million • Produced Adjusted EBITDA1 of $48.6 million; Constant Currency Adjusted EBITDA1 was $49.1 million • Re |
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April 27, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE C OM MISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Stat ement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De |
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February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-31666 First Advantage |
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February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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February 28, 2023 |
Exhibit 99.1 First Advantage Reports Full Year and Fourth Quarter 2022 Results Reports Record Full Year Revenues, Adjusted EBITDA, and Cash Flows from Operations; Introduces 2023 Guidance Full Year 2022 Highlights (All results compared to prior-year period unless otherwise noted) • Generated record Revenues of $810.0 million, an increase of 13.7%; Constant Currency Revenues1 were $820.3 million, a |
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February 28, 2023 |
Exhibit 10.12 First Advantage Corporation Non-Employee Director Compensation Policy (Adopted June 23, 2021) Purpose The purpose of this Non-Employee Director Compensation Policy (this “Policy”) is to establish the cash and equity compensation for non-employee members of the Board of Directors (the “Board”) of First Advantage Corporation (the “Company”) in a manner that aligns their interests with |
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February 28, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 First Advantage Corporation Subsidiaries Subsidiaries of the Registrant - First Advantage Corporation (a Delaware corporation) - as of December 31, 2022 Name of Subsidiary Jurisdiction of Organization Corporate Screening Services LLC Ohio FADV (Australia) PTY Limited Australia FADV B.V. Netherlands FADV Cooperatief UA Netherlands FADV European Data Center B.V. Netherlands FADV Malaysi |
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November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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November 8, 2022 |
First Advantage Reports Third Quarter 2022 Results Exhibit 99.1 First Advantage Reports Third Quarter 2022 Results Third Quarter 2022 Highlights (All results compared to prior-year period unless otherwise noted) • Revenues were $206.0 million, an increase of 6.8%, compared to $192.9 million; Constant Currency Revenues1 were $209.4 million, an increase of 8.6% • Net income was $17.2 million, an increase of 5.7%, compared to $16.3 million • Adjusted |
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November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commiss |
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August 4, 2022 |
First Advantage Reports Results for the Second Quarter Ended June 30, 2022 Exhibit 99.1 First Advantage Reports Results for the Second Quarter Ended June 30, 2022 Second Quarter 2022 Highlights ? Revenues were $201.6 million, an increase of 15.3%, compared to $174.8 million in the prior-year period ? Net income was $14.2 million, an increase of 277.6%, compared to $3.8 million in the prior-year period ? Adjusted EBITDA1 was $60.8 million, an increase of 8.0%, compared to |
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August 4, 2022 |
Exhibit 10.3 Grant ID: OPTION GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common |
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August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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August 4, 2022 |
Exhibit 10.4 Grant ID: RESTRICTED STOCK UNIT GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock |
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August 4, 2022 |
Exhibit 10.2 Grant ID: RESTRICTED STOCK UNIT GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock |
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August 4, 2022 |
Exhibit 10.1 Grant ID: RESTRICTED STOCK UNIT GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock |
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June 17, 2022 |
First Advantage Expands Board of Directors with Appointment of Bridgett Price Exhibit 99.1 First Advantage Expands Board of Directors with Appointment of Bridgett Price ATLANTA, June 17, 2022 ? First Advantage Corporation (NASDAQ: FA), a leading global provider of technology solutions for screening, verifications, safety, and compliance related to human capital, today announced the appointment of Bridgett Price to the Board of Directors as an independent director and member |
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June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissi |
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May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I. |
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May 11, 2022 |
Exhibit 99.2 First Advantage Announces Promotion of Joelle Smith to President, Data, Technology, and Experience The appointment further solidifies First Advantage?s position on the leading edge of product and technology innovation ATLANTA, May 11, 2022 ? First Advantage Corporation (NASDAQ: FA), a leading global provider of technology solutions for screening, verifications, safety, and compliance |
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May 11, 2022 |
Exhibit 99.1 First Advantage Reports First Quarter 2022 Results Reports Seventh Consecutive Quarter of Double-Digit Revenues Growth First Quarter 2022 Highlights ? Revenues were $189.9 million, an increase of 43.8%, compared to $132.1 million in the prior-year period ? Net income was $13.0 million, compared to a net loss of $(19.4) million in the prior-year period ? Adjusted EBITDA1 was $53.6 mill |
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May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissio |
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April 28, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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March 23, 2022 |
Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.001 per share (?Common Stock?) of First Advantage Corporation, a Delaware corporation, which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the |
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March 23, 2022 |
Exhibit 10.19 2021 RSUs Grant ID: RESTRICTED STOCK UNIT GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restri |
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March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-31666 First Advantage |
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March 23, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commiss |
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March 23, 2022 |
Exhibit 99.1 First Advantage Delivers Record Fourth Quarter and Full Year Financial Results Reports Sixth Consecutive Quarter of Double-Digit Revenue Growth Fourth Quarter 2021 Financial Highlights (All results compared to prior year period) ? Revenues were $212.5 million, an increase of 35.8%, compared to $156.5 million in the prior year period ? Net income was $15.4 million, compared to a net lo |
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March 23, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 First Advantage Corporation Subsidiaries Subsidiaries of the Registrant - First Advantage Corporation (a Delaware corporation) - as of December 31, 2021 Name of Subsidiary Jurisdiction of Organization Corporate Screening Services LLC Ohio FADV (Australia) PTY Limited Australia FADV B.V. Netherlands FADV Cooperatief UA Netherlands FADV European Data Center B.V. Netherlands FADV Malaysi |
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March 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2022 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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February 11, 2022 |
Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into by and among SLP Fastball Aggregator, L. |
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February 11, 2022 |
FA / First Advantage Corporation / SLTA V (GP), L.L.C. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* First Advantage Corporation (Name of Issuer) Common stock, $0.001 par value per share (Titles of Class of Securities) 31846B108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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November 12, 2021 |
First Advantage Corporation 15,000,000 Shares Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated November 10, 2021 Registration Statement No. |
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November 12, 2021 |
15,000,000 Shares FIRST ADVANTAGE CORPORATION Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-260869 Prospectus 15,000,000 Shares FIRST ADVANTAGE CORPORATION Common Stock The selling stockholders named in this prospectus, including members of management, are offering 15,000,000 shares of common stock. We will not be selling any shares in this offering and we will not receive any proceeds from the sale of our common sto |
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November 8, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on November 8, 2021 Registration No. |
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November 8, 2021 |
First Advantage Reports Third Quarter 2021 Results Exhibit 99.1 First Advantage Reports Third Quarter 2021 Results Third Quarter 2021 Highlights (All results compared to prior year period) ? Revenues were $192.9 million, an increase of 41.0%, compared to $136.8 million in the prior year period ? Net income was $16.3 million, compared to a net loss of $3.5 million in the prior year period ? Adjusted EBITDA1 was $63.9 million, compared to $43.3 mill |
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November 8, 2021 |
Form of Underwriting Agreement. EX-1.1 2 d205095dex11.htm EX-1.1 Exhibit 1.1 [ ] shares First Advantage Corporation Common Stock UNDERWRITING AGREEMENT November [ ], 2021 BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. As Representatives of the several Underwriters named in Schedule I attached hereto (the “Representatives”) c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, Inc. One Bryant Park Ne |
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November 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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November 8, 2021 |
Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number E-mail Address (212) 455-3352 kwallach@stblaw. |
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November 8, 2021 |
November 8, 2021 VIA EDGAR Re: First Advantage Corporation Registration Statement on Form S-1 File No. |
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November 8, 2021 |
* * * [Signature Page Follows] November 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 ( State or other jurisdiction of incorporation or organization) (I. |
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September 1, 2021 |
As confidentially submitted with the Securities and Exchange Commission on September 1, 2021 Table of Contents First Advantage Corporation has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. |
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August 12, 2021 |
Exhibit 10.6 First Advantage Corporation RESTRICTED STOCK GRANT AND AGREEMENT (Replacement Award for Fastball Holdco, L.P. Units) This Restricted Stock Grant and Agreement (this ?Agreement?), is made effective as of the date set forth on the Company signature page (the ?Signature Page?) attached hereto, by and between First Advantage Corporation, a Delaware corporation (together with its successor |
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August 12, 2021 |
Exhibit 10.9 2021 Director IPO Grant RSUs RESTRICTED STOCK UNIT GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. Th |
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August 12, 2021 |
First Advantage Reports Second Quarter 2021 Results Exhibit 99.1 First Advantage Reports Second Quarter 2021 Results Second Quarter 2021 Highlights (All results compared to prior-year period) ? Revenues increased 66.5% to $174.8 million ? Net income was $3.8 million, compared to a net loss of $16.4 million in the prior year period ? Adjusted EBITDA1 was $56.3 million, compared to $31.7 million in the prior year period ? Adjusted Net Income1 was $33 |
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August 12, 2021 |
First Advantage Reports Second Quarter 2021 Results Exhibit 99.1 First Advantage Reports Second Quarter 2021 Results Second Quarter 2021 Highlights (All results compared to prior-year period) ? Revenues increased 66.5% to $174.8 million ? Net income was $3.8 million, compared to a net loss of $16.4 million in the prior year period ? Adjusted EBITDA1 was $56.3 million, compared to $31.7 million in the prior year period ? Adjusted Net Income1 was $33 |
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August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31666 First Advantage Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 84-3884690 ( State or other jurisdiction of incorporation or organization) (I. |
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August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of In |
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August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commis |
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August 12, 2021 |
Exhibit 10.2 First advantage Corporation 2021 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the First Advantage Corporation 2021 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other |
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August 12, 2021 |
Exhibit 10.7 OPTION GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation, a Delaware corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one sh |
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June 25, 2021 |
Form of Class B LP Option Grant Agreement Exhibit 4.11 [GENERAL US FORM] FASTBALL HOLDCO, L.P. OPTION GRANT AGREEMENT (CLASS B LP UNITS) THIS OPTION GRANT AGREEMENT (CLASS B LP UNITS) (this ?Agreement?) is effective as of February 7, 2020 (the ?Grant Date?) by and among Fastball Holdco, L.P., a Delaware limited partnership (the ?Partnership?), [?] (?Optionee?) and solely for purposes of Section 19, [?] (the ?Service Recipient?). Capitaliz |
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June 25, 2021 |
Exhibit 10.3 FIRST ADVANTAGE CORPORATION 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide Eligible Employees (as defined below) with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (?423 Component?) and a non-Code Section 423 Component (?Non-423 Compon |
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June 25, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST ADVANTAGE CORPORATION * * * * * The present name of the corporation is First Advantage Corporation (the ?Corporation?). The Corporation was incorporated under the name ?Fastball Intermediate, Inc.? by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 15, 201 |
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June 25, 2021 |
Exhibit 10.1 Execution Version STOCKHOLDERS? AGREEMENT of FIRST ADVANTAGE CORPORATION Dated as of June 25, 2021 STOCKHOLDERS? AGREEMENT OF FIRST ADVANTAGE CORPORATION THIS STOCKHOLDERS? AGREEMENT (as the same may be amended from time to time in accordance with its terms, the ?Agreement?) is entered into as of June 25, 2021 by and among FIRST ADVANTAGE CORPORATION, a Delaware corporation (the ?Comp |
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June 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 First Advantage Corporation (Exact name of registrant as specified in its charter) Delaware 001-31666 84-3884690 (State or other jurisdiction of incorporation) (Commissi |
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June 25, 2021 |
Exhibit 4.5 2021 Time Options OPTION GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of |
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June 25, 2021 |
Exhibit 4.12 TO: [] First Advantage Corporation 1 Concourse Parkway NE, Suite 200 Atlanta, Georgia 30328 June , 2021 As you may know, First Advantage Corporation, a Delaware corporation (the ?Company?) has completed an initial public offering of its common stock (the ?IPO?). Prior to the pricing of the IPO, the Company was a direct subsidiary of Fastball Holdco, L.P., a Delaware limited partnershi |
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June 25, 2021 |
Exhibit 4.6 2021 Director Time RSUs RESTRICTED STOCK UNIT GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Rest |
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June 25, 2021 |
Exhibit 4.10 2021 Director IPO Grant RSUs RESTRICTED STOCK UNIT GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. Th |
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June 25, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FIRST ADVANTAGE CORPORATION ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of First Advantage Corporation (the ?Corporation?) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or |
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June 25, 2021 |
As filed with the Securities and Exchange Commission on June 25, 2021. As filed with the Securities and Exchange Commission on June 25, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 First Advantage Corporation (Exact name of registrant as specified in its charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I.R |
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June 25, 2021 |
First Advantage Corporation 2021 Omnibus Incentive Plan Exhibit 4.3 FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the First Advantage Corporation 2021 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other |
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June 24, 2021 |
25,500,000 Shares FIRST ADVANTAGE CORPORATION Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-256622 Prospectus 25,500,000 Shares FIRST ADVANTAGE CORPORATION Common Stock This is the initial public offering of common stock of First Advantage Corporation. We are offering 19,875,000 shares of common stock and the selling stockholders named in this prospectus, including members of management, are offering 5,625,000 shares |
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June 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 First Advantage Corporation (Exact name of registrant as specified in its charter) Delaware 84-3884690 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
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June 22, 2021 |
As filed with the Securities and Exchange Commission on June 22, 2021 As filed with the Securities and Exchange Commission on June 22, 2021 Registration No. |
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June 21, 2021 |
Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-3352 (212) 455-7862 E-mail Address kwallach@stblaw. |
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June 21, 2021 |
* * * [Signature Page Follows] June 21, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Mara Ransom and Taylor Beech Re: First Advantage Corporation Registration Statement on Form S-1 File No. |
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June 21, 2021 |
June 21, 2021 VIA EDGAR Re: First Advantage Corporation Registration Statement on Form S-1 File No. |
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June 14, 2021 |
Form of Non-Employee Director Compensation Policy Exhibit 10.8 First Advantage Corporation Non-Employee Director Compensation Policy (Adopted , 2021) Purpose The purpose of this Non-Employee Director Compensation Policy (this ?Policy?) is to establish the cash and equity compensation for non-employee members of the Board of Directors (the ?Board?) of First Advantage Corporation (the ?Company?) in a manner that aligns their interests with those of |
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June 14, 2021 |
Form of Underwriting Agreement. EX-1.1 2 d147929dex11.htm EX-1.1 Exhibit 1.1 [•] shares First Advantage Corporation Common Stock UNDERWRITING AGREEMENT June [•], 2021 BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. J.P. MORGAN SECURITIES LLC, As Representatives of the several Underwriters named in Schedule I attached hereto (the “Representatives”) c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 BofA Securities, |
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June 14, 2021 |
Form of Stockholders’ Agreement. EX-10.20 15 d147929dex1020.htm EX-10.20 Exhibit 10.20 STOCKHOLDERS’ AGREEMENT of FIRST ADVANTAGE CORPORATION Dated as of [●], 2021 STOCKHOLDERS’ AGREEMENT OF FIRST ADVANTAGE CORPORATION THIS STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [●], 2021 by and among FIRST ADVANTAGE CORPORATION, a Delaware corpora |
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June 14, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST ADVANTAGE CORPORATION * * * * * The present name of the corporation is First Advantage Corporation (the ?Corporation?). The Corporation was incorporated under the name ?Fastball Intermediate, Inc.? by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 15, 201 |
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June 14, 2021 |
Exhibit 10.1 FIRST ADVANTAGE CORPORATION 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide Eligible Employees (as defined below) with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (?423 Component?) and a non-Code Section 423 Component (?Non-423 Compon |
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June 14, 2021 |
CORRESP 1 filename1.htm Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER (212) 455-3352 (212) 455-7862 E-MAIL ADDRESS [email protected] [email protected] June 14, 2021 VIA EDGAR Re: FIRST ADVANTAGE CORP Registration Statement on Form S-1 Filed May 28, 2021 File No. 333-256622 Mara Ransom Taylor B |
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June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021 Table of Contents As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. |
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June 14, 2021 |
Form of Top-Up Option Award Agreement Exhibit 10.6 OPTION GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation, a Delaware corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one sh |
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June 14, 2021 |
Form of Restricted Stock Award Agreement Exhibit 10.5 FIRST ADVANTAGE CORPORATION RESTRICTED STOCK GRANT AND AGREEMENT (Replacement Award for Fastball Holdco, L.P. Units) This Restricted Stock Grant and Agreement (this “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto, by and between First Advantage Corporation, a Delaware corporation (together with its successor |
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June 14, 2021 |
Exhibit 10.4 2021 Director Time RSUs RESTRICTED STOCK UNIT GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Res |
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June 14, 2021 |
Form of First Advantage Corporation 2021 Omnibus Incentive Plan. EX-10.2 7 d147929dex102.htm EX-10.2 Exhibit 10.2 FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN 1. Purpose. The purpose of the First Advantage Corporation 2021 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and a |
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June 14, 2021 |
Exhibit 10.16 [GENERAL US FORM] Grant ID: 1017 FASTBALL HOLDCO, L.P. OPTION GRANT AGREEMENT (CLASS BLP UNITS) THIS OPTION GRANT AGREEMENT (CLASS BLP UNITS) (this ?Agreement?) is effective as of February 9, 2020 (the ?Grant Date?) by and among Fastball Holdco, L.P., a Delaware limited partnership (the ?Partnership?), Bret Jardine (?Optionee?) and solely for purposes of Section 19, First Advantage B |
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June 14, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FIRST ADVANTAGE CORPORATION ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of First Advantage Corporation (the ?Corporation?) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or |
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June 14, 2021 |
Exhibit 10.3 2021 Time Options OPTION GRANT NOTICE UNDER FIRST ADVANTAGE CORPORATION 2021 OMNIBUS INCENTIVE PLAN First Advantage Corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of |
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June 14, 2021 |
EX-10.7 12 d147929dex107.htm EX-10.7 Exhibit 10.7 CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT As a condition of receiving an equity award from First Advantage Corporation, a Delaware corporation (the “Company”), and in consideration of my continued employment or service with the Company Group (as defined below), I agree to the terms and conditions of this Confidentiality, |
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May 28, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 28, 2021 Registration No. |
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May 28, 2021 |
Exhibit 10.3 EXECUTION VERSION March 1, 2017 Scott Staples [ADDRESS] Dear Scott, The board of (the “Board”) of First Advantage Corporation (the “Employer”) is pleased to offer you employment with First Advantage, subject to the terms and conditions of this Letter Agreement (this “Letter Agreement”). 1. Position; Duties. (a) During your employment under this Letter Agreement, you will serve in a fu |
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May 28, 2021 |
Exhibit 10.6 December 17, 2015 David L. Gamsey [ADDRESS] Dear David, The following will set forth the terms and conditions of your employment with First Advantage Corporation (?Letter Agreement? and/or ?Agreement?). 1. Position; Duties. (a) During your employment under this Letter Agreement, you will serve in a full-time capacity as Executive Vice President and Chief Financial Officer of First Adv |
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May 28, 2021 |
Exhibit 10.12 Execution Version AMENDMENT NO. 2, dated as of May 28, 2021 (this “Amendment”), to the First Lien Credit Agreement dated as of January 31, 2020 (as amended by Amendment No. 1 dated as of February 1, 2021, and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among FASTBALL PARENT, INC., a Delaware corporation (“Hol |
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May 28, 2021 |
Consent of James L. Clark to be named as director nominee. Exhibit 99.1 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the ?Registration Statement?) of First Advantage C |
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May 28, 2021 |
Consent of Judith Sim to be named as director nominee. Exhibit 99.2 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the ?Registration Statement?) of First Advantage C |
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May 28, 2021 |
Exhibit 10.8 Grant ID: 1002 FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT THIS CLASS C LP UNIT GRANT AGREEMENT (this ?Agreement?) is effective as of February 9, 2020 (the ?Grant Date?) by and between Fastball Holdco, L.P., a Delaware limited partnership (the ?Partnership?) and Joe Jaeger (?Executive?). Capitalized terms used but not otherwise defined herein shall have the meaning assigned |
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May 28, 2021 |
EX-10.5 5 d147929dex105.htm EX-10.5 Exhibit 10.5 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (“Amendment”) is made as of May 19, 2016 (the “Effective Date”) by and between First Advantage Corporation (“Company”) and Joe Jaeger (“Employee”). RECITALS WHEREAS, Company and Employee entered into an Employment Agreement (“Agreement”) dated August 14, 2015; and WHEREAS, Employee and Company desire |
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May 28, 2021 |
Subsidiaries of the Registrant. Exhibit 21.1 First Advantage Corporation Subsidiaries First Advantage Corporation FADV (Australia) PTY Limited FADV B.V. FADV Cooperatief UA FADV European Data Center B.V. FADV Malaysia Sdn. Bhd Fastball Holdco, G.P. LLC Fastball Holdco, L.P. Fastball Parent, Inc. First Advantage (Beijing) Co. Ltd First Advantage (HK) Limited First Advantage (Zhuhai) Co. Limited First Advantage Acquisitions, Inc. |
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May 28, 2021 |
Exhibit 10.11 Execution Version AMENDMENT NO. 1, dated as of February 1, 2021 (this ?Amendment?), to the First Lien Credit Agreement dated as of January 31, 2020 (as amended, supplemented, amended and restated or otherwise modified from time to time, the ?Credit Agreement?) among FASTBALL PARENT, INC., a Delaware corporation (?Holdings?), FIRST ADVANTAGE HOLDINGS, LLC, a Delaware limited liability |
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May 28, 2021 |
Exhibit 10.4 August 14, 2015 Mr. Joe Jaeger [ADDRESS] Dear Joe: The following will set forth the terms and conditions of your employment with First Advantage Corporation (?Employment Agreement? and/or ?Agreement?). 1. Position: Duties. (a) During your employment under this Agreement, you will serve in a full-time capacity as Chief Revenue Officer and EVP North America & EMEA Screening Business of |
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May 28, 2021 |
Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS (212) 455-3352 kwallach@stblaw. |
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May 28, 2021 |
Exhibit 10.9 Grant ID: 1004 FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT THIS CLASS C LP UNIT GRANT AGREEMENT (this ?Agreement?) is effective as of February 9, 2020 (the ?Grant Date?) by and between Fastball Holdco, L.P., a Delaware limited partnership (the ?Partnership?) and David Gamsey (?Executive?). Capitalized terms used but not otherwise defined herein shall have the meaning assigne |
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May 28, 2021 |
EX-10.7 7 d147929dex107.htm EX-10.7 Exhibit 10.7 Grant ID: 1001 FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT THIS CLASS C LP UNIT GRANT AGREEMENT (this “Agreement”) is effective as of February 9, 2020 (the “Grant Date”) by and between Fastball Holdco, L.P., a Delaware limited partnership (the “Partnership”) and Scott Staples (“Executive”). Capitalized terms used but not otherwise defined |
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May 28, 2021 |
Consent of Susan R. Bell to be named as director nominee. EX-99.3 18 d147929dex993.htm EX-99.3 Exhibit 99.3 The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Registra |
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May 28, 2021 |
Exhibit 10.10 Execution Version FIRST LIEN CREDIT AGREEMENT dated as of January 31, 2020, among FASTBALL PARENT, INC., as Holdings, FASTBALL MERGERSUB, LLC (which on the Effective Date shall be merged with and into STG-FAIRWAY HOLDINGS, LLC, with STG- FAIRWAY HOLDINGS, LLC surviving such merger), as the Borrower, The Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Collateral |
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May 7, 2021 |
Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER (212) 455-3352 (212) 455-7862 E-MAIL ADDRESS kwallach@stblaw. |
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May 7, 2021 |
Table of Contents Amendment No. 1 to Confidential Submission As confidentially submitted with the Securities and Exchange Commission on May 7, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CONFIDENTIAL DRAFT SUBMISSION FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 First Advantage Corporation (Exact name of registrant as specif |
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May 7, 2021 |
EX-10.4 2 filename2.htm Exhibit 10.4 EXECUTION VERSION March 1, 2017 Scott Staples [ADDRESS] Dear Scott, The board of (the “Board”) of First Advantage Corporation (the “Employer”) is pleased to offer you employment with First Advantage, subject to the terms and conditions of this Letter Agreement (this “Letter Agreement”). 1. Position; Duties. (a) During your employment under this Letter Agreement |
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May 7, 2021 |
Exhibit 10.5 August 14, 2015 Mr. Joe Jaeger [ADDRESS] Dear Joe: The following will set forth the terms and conditions of your employment with First Advantage Corporation (?Employment Agreement? and/or ?Agreement?). 1. Position: Duties. (a) During your employment under this Agreement, you will serve in a full-time capacity as Chief Revenue Officer and EVP North America & EMEA Screening Business of |
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May 7, 2021 |
EX-10.7 5 filename5.htm Exhibit 10.7 December 17, 2015 David L. Gamsey [ADDRESS] Dear David, The following will set forth the terms and conditions of your employment with First Advantage Corporation (“Letter Agreement” and/or “Agreement”). 1. Position; Duties. (a) During your employment under this Letter Agreement, you will serve in a full-time capacity as Executive Vice President and Chief Financ |
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May 7, 2021 |
FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT EX-10.10 8 filename8.htm Exhibit 10.10 Grant ID: 1004 FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT THIS CLASS C LP UNIT GRANT AGREEMENT (this “Agreement”) is effective as of February 9, 2020 (the “Grant Date”) by and between Fastball Holdco, L.P., a Delaware limited partnership (the “Partnership”) and David Gamsey (“Executive”). Capitalized terms used but not otherwise defined herein shal |
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May 7, 2021 |
FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT EX-10.9 7 filename7.htm Exhibit 10.9 Grant ID: 1002 FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT THIS CLASS C LP UNIT GRANT AGREEMENT (this “Agreement”) is effective as of February 9, 2020 (the “Grant Date”) by and between Fastball Holdco, L.P., a Delaware limited partnership (the “Partnership”) and Joe Jaeger (“Executive”). Capitalized terms used but not otherwise defined herein shall ha |
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May 7, 2021 |
AMENDMENT EMPLOYMENT AGREEMENT Exhibit 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (?Amendment?) is made as of May 19, 2016 (the ?Effective Date?) by and between First Advantage Corporation (?Company?) and Joe Jaeger (?Employee?). RECITALS WHEREAS, Company and Employee entered into an Employment Agreement (?Agreement?) dated August 14, 2015; and WHEREAS, Employee and Company desire to continue their respective rights |
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May 7, 2021 |
Exhibit 21.1 First Advantage Corporation Subsidiaries First Advantage Corporation FADV (Australia) PTY Limited FADV B.V. FADV Cooperatief UA FADV European Data Center B.V. FADV Malaysia Sdn. Bhd Fastball Holdco, G.P. LLC Fastball Holdco, L.P. Fastball Parent, Inc. First Advantage (Beijing) Co. Ltd First Advantage (HK) Limited First Advantage (Zhuhai) Co. Limited First Advantage Acquisitions, Inc. |
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May 7, 2021 |
FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT EX-10.8 6 filename6.htm Exhibit 10.8 Grant ID: 1001 FASTBALL HOLDCO, L.P. CLASS C LP UNIT GRANT AGREEMENT THIS CLASS C LP UNIT GRANT AGREEMENT (this “Agreement”) is effective as of February 9, 2020 (the “Grant Date”) by and between Fastball Holdco, L.P., a Delaware limited partnership (the “Partnership”) and Scott Staples (“Executive”). Capitalized terms used but not otherwise defined herein shall |
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May 7, 2021 |
[Remainder of this page left intentionally blank] Exhibit 10.12 Execution Version AMENDMENT NO. 1, dated as of February 1, 2021 (this ?Amendment?), to the First Lien Credit Agreement dated as of January 31, 2020 (as amended, supplemented, amended and restated or otherwise modified from time to time, the ?Credit Agreement?) among FASTBALL PARENT, INC., a Delaware corporation (?Holdings?), FIRST ADVANTAGE HOLDINGS, LLC, a Delaware limited liability |
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May 7, 2021 |
Exhibit 10.11 Execution Version FIRST LIEN CREDIT AGREEMENT dated as of January 31, 2020, among FASTBALL PARENT, INC., as Holdings, FASTBALL MERGERSUB, LLC (which on the Effective Date shall be merged with and into STG-FAIRWAY HOLDINGS, LLC, with STG- FAIRWAY HOLDINGS, LLC surviving such merger), as the Borrower, The Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Collateral |
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April 2, 2021 |
425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 DIRECT DIAL NUMBER (212) 455-3352 (212) 455-7862 E-MAIL ADDRESS kwallach@stblaw. |
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April 2, 2021 |
As confidentially submitted with the Securities and Exchange Commission on April 2, 2021 Table of Contents As confidentially submitted with the Securities and Exchange Commission on April 2, 2021 Registration No. |
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February 8, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FIRST ADVANTAGE CORP-CL A (Name of Issuer) Common Stock (Title of Class of Securities) 31845F100 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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November 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-31666 FIRST ADVANTAGE CORPORATION (Exact name of registrant as specified |
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November 24, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 2009 FIRST ADVANTAGE CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-31666 61-1437565 (State or Other Jurisdiction of incorporation) (Comm |
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November 24, 2009 |
Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NORFOLK COUNTY RETIREMENT SYSTEM, on behalf of itself and all others similarly situated, Plaintiff, vs. THE FIRST AMERICAN CORPORATION, FIRST ADVANTAGE CORPORATION, and PARKER S. KENNEDY, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 4710-VCS NOTICE OF PENDENCY OF CLASS ACTION, PRELIMINARY CLASS ACTION DETERMINATION, PROPOSED SETTLEME |
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November 19, 2009 |
ALGONQUIN CORP. (a Delaware corporation) ARTICLE I Exhibit 3.3 ALGONQUIN CORP. (a Delaware corporation) BYLAWS ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have offices in such other places within or without the State of Delaware as the Board of Directors may, from time to time, det |
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November 19, 2009 |
EX-3.1 2 dex31.htm CERTIFICATE OF OWNERSHIP AND MERGER Exhibit 3.1 CERTIFICATE OF OWNERSHIP AND MERGER MERGING ALGONQUIN CORP. (a Delaware corporation) WITH AND INTO FIRST ADVANTAGE CORPORATION (a Delaware corporation) Filed Pursuant to Section 253 of the Delaware General Corporation Law Algonquin Corp., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relatin |
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November 19, 2009 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FIRST ADVANTAGE CORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST ADVANTAGE CORPORATION First: The name of the corporation is FIRST ADVANTAGE CORPORATION. Second: The Corporation?s registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The registered agent in charge thereof is Corporation Service |
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November 19, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. |
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November 19, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 2009 FIRST ADVANTAGE CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-31666 61-1437565 (State or Other Jurisdiction of incorporation) (Comm |
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November 18, 2009 |
Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE THE FIRST AMERICAN CORPORATION ANNOUNCES COMPLETION OF FIRST ADVANTAGE BUY-IN ?Subsequent Offer Period Expires and Short-form Merger Completed? SANTA ANA, Calif., Nov. 18, 2009 ? The First American Corporation (NYSE: FAF), America?s largest provider of business information, today announced the expiration of the subsequent offering period for its offer to exc |
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November 18, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 6)* FIRST ADVANTAGE CORPORATION (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 31845F 10 0 (CUSIP Number) Kenneth D. DeGiorgio, Esq. 1 First American Way Santa Ana, California 92707-5913 (714) 250-3000 (Na |
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November 18, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2009 THE FIRST AMERICAN CORPORATION (Exact Name of the Registrant as Specified in Charter) California 001-13585 95-1068610 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No. |
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November 18, 2009 |
As filed with the Securities and Exchange Commission on November 18, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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November 17, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2009 FIRST ADVANTAGE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-31666 61-1437565 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No. |
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November 12, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. |
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November 12, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 ) FIRST ADVANTAGE CORPORATION (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 31845F 10 0 (CUSIP Number) Brian Kempner, Chief Operating Officer & General Counsel FirstMark Capital, L.L.C. 1221 Avenue of the |
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November 12, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 11, 2009 THE FIRST AMERICAN CORPORATION (Exact Name of the Registrant as Specified in Charter) California 001-13585 95-1068610 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No. |
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November 12, 2009 |
Exhibit 99.1 THE FIRST AMERICAN CORPORATION SUCCESSFULLY COMPLETES EXCHANGE OFFER FOR PUBLICLY HELD SHARES OF FIRST ADVANTAGE CORPORATION SANTA ANA, Calif., Nov. 11, 2009 ? The First American Corporation (NYSE: FAF), America?s largest provider of business information, today announced the expiration of the initial offering period for its offer to exchange all publicly held shares of the common stoc |
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November 12, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5)* FIRST ADVANTAGE CORPORATION (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 31845F 10 0 (CUSIP Number) Kenneth D. DeGiorgio, Esq. 1 First American Way Santa Ana, California 92707-5913 (714) 250-3000 (Na |
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November 12, 2009 |
As filed with the Securities and Exchange Commission on November 12, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |