Simpson Thacher is representing First Advantage Corporation (NASDAQ:FA), a leading provider of employment background screening, identity, and verification solutions, in connection with its agreement to acquire Sterling Check Corp. (NASDAQ:STER), a provider of background screening and identity services. The transaction values Sterling at approximately $2.2 billion, including Sterling’s outstanding debt.
Under the terms of the agreement, Sterling stockholders may elect to receive either $16.73 in cash or 0.979 shares of First Advantage common stock for each Sterling share. The election will be subject to proration, resulting in approximately 72% of Sterling’s stock being exchanged for cash consideration and 28% being exchanged for First Advantage common stock. Sterling stockholders are expected to own approximately 16% of the combined company after closing, and current First Advantage stockholders will own approximately 84%.
First Advantage helps companies protect their brands and provide safer environments for their customers and their employees, contractors, contingent workers, tenants, and drivers. Headquartered in Atlanta, Georgia, First Advantage performs screens in over 200 countries and territories on behalf of more than 30,000 customers.
The Simpson Thacher team includes: Elizabeth Cooper, Mark Viera, Robert Harrison, Humberto Romero Carrillo, Tristram Young, Sebastian Edin, Sichen Zhang and Raelissa Glennon-Zukoff (M&A); Ken Wallach, Hui Lin, Jennifer Nadborny and Arielle Katzman (Capital Markets); Catherine Burns (Banking and Credit); Tristan Brown and Allison Sutherland (ECEB); Russell Light and Preston Irace (Tax); Lori Lesser, Timothy Nagle, Bobbie Burrows, Rachelle Broida and Sarika Pandrangi (Intellectual Property); Krista McManus and Dennis Loiacono (Real Estate); and Jonathan Lindabury and Nathan Utterback (Derivatives).