First Advantage Corporation (NasdaqGS:FA) entered into an agreement to acquire Sterling Check Corp. (NasdaqGS:STER) from The Goldman Sachs Group, Inc. (NYSE:GS), Caisse de dépôt et placement du Québec and others for $1.7 billion on February 28, 2024. The transaction consideration is comprised of approximately $1.2 billion in cash and 27.15 million shares of First Advantage common stock. Under the terms of the agreement, Sterling shareholders will elect to receive either $16.73 in cash or 0.979 shares of First Advantage common stock for each Sterling share. First Advantage will issue a combination of cash and stock valuing Sterling at approximately $2.2 billion, including Sterling?s outstanding debt. First Advantage intends to fund the cash portion of the transaction and retire existing Sterling debt through the issuance of $1.8 billion of new debt and the use of balance sheet cash and $250 million revolver capacity at close. First Advantage has secured fully committed financing from Bank of America, N.A., Barclays Bank PLC, Bank of Montreal, Jefferies Finance LLC and Royal Bank of Canada. Following the closing of the transaction, Scott Staples will continue to serve as Chief Executive Officer of First Advantage. Josh Peirez, Sterling?s Chief Executive Officer, will be offered a seat on the First Advantage Board of Directors. First Advantage will continue to be headquartered in Atlanta, GA.

The transaction has been unanimously approved by the Boards of Directors of both companies. The transaction is subject to required regulatory approvals, clearances, and other customary closing conditions. The transaction is expected to close in approximately the third quarter of 2024.

J.P. Morgan Securities LLC acted as lead financial advisor to First Advantage. BofA Securities, Inc., Barclays Bank PLC, BMO Capital Markets Corp., Jefferies Finance LLC and RBC Capital Markets also acted as financial advisors to First Advantage. Elizabeth Cooper, Mark Viera, Ken Wallach, Hui Lin, Jennifer Nadborny, Catherine Burns, Tristan Brown, Russell Light, Lori Lesser, Krista McManus, Dennis Loiacono and Jonathan Lindabury of Simpson Thacher & Bartlett LLP acted as legal counsel to First Advantage. Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. acted as financial advisors to Sterling. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Sterling.