SEC Comment Letter 0000000000-24-005735 to FIRST ADVANTAGE CORP (FA) (CIK 0001210677) (FA)
FIRST ADVANTAGE CORP (FA) (CIK 0001210677)
Date: May 17, 2024 · CIK: 0001210677 · Accession: 0000000000-24-005735
AI Filing Summary & Sentiment
File numbers found in text: 333-278992
Letter
United States securities and exchange commission logo May 17, 2024 David L. Gamsey Chief Financial Officer FIRST ADVANTAGE CORP 1 Concourse Parkway NE, Suite 200 Atlanta, GA 30328 Re:FIRST ADVANTAGE CORP Registration Statement on Form S-4 Filed April 29, 2024 File No. 333-278992 Dear David L. Gamsey: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 filed April 29, 2024 The Transaction, page 38 1.Please include a section discussing First Advantage's reasons for the Merger. In this regard, we note that you only include such a discussion in connection with the recommendation of the Sterling Board, including in the section titled "Sterling's Reasons for the Transaction; Recommendation of the Sterling Board of Directors" on page 51. Refer to Item 4(a)(2) of Form S-4. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameDavid L. Gamsey Comapany NameFIRST ADVANTAGE CORP May 17, 2024 Page 2 FirstName LastName David L. Gamsey FIRST ADVANTAGE CORP May 17, 2024 Page 2 Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Mark C. Viera
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United States securities and exchange commission logo
May 17, 2024
David L. Gamsey
Chief Financial Officer
FIRST ADVANTAGE CORP
1 Concourse Parkway NE, Suite 200
Atlanta, GA 30328
Re:FIRST ADVANTAGE CORP
Registration Statement on Form S-4
Filed April 29, 2024
File No. 333-278992
Dear David L. Gamsey:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed April 29, 2024
The Transaction, page 38
1.Please include a section discussing First Advantage's reasons for the Merger. In this
regard, we note that you only include such a discussion in connection with the
recommendation of the Sterling Board, including in the section titled "Sterling's Reasons
for the Transaction; Recommendation of the Sterling Board of Directors" on page 51.
Refer to Item 4(a)(2) of Form S-4.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameDavid L. Gamsey
Comapany NameFIRST ADVANTAGE CORP
May 17, 2024 Page 2
FirstName LastName
David L. Gamsey
FIRST ADVANTAGE CORP
May 17, 2024
Page 2
Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Mark C. Viera