Correspondence 0001193125-24-151717 from FIRST ADVANTAGE CORP (FA) (CIK 0001210677) (FA)
FIRST ADVANTAGE CORP (FA) (CIK 0001210677)
Date: May 31, 2024 · CIK: 0001210677 · Accession: 0001193125-24-151717
AI Filing Summary & Sentiment
File numbers found in text: 333-278992
Referenced dates: May 17, 2024
Letter
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.com
mark.viera@stblaw.com
May 31, 2024
Kate Beukenkamp
Taylor Beech
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: First Advantage Corporation—Registration Statement on Form S-4 (File No. 333-278992)
Ladies and Gentlemen:
On behalf of First Advantage Corporation (“First Advantage”), and in connection with the Registration Statement on Form S-4 (File No. 333-278992), initially filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2024 (the “Registration Statement”), we hereby submit Amendment No. 1 (“Amendment No. 1”) to the Registration Statement. First Advantage has revised the Registration Statement in response to the Staff’s comments in its letter, dated May 17, 2024 (the “comment letter”), and to otherwise update its disclosure. Upon request, we can provide the Staff with a marked version of Amendment No. 1 showing changes from the Registration Statement.
In addition, we are providing the following response to the comment letter. To assist your review, we have retyped the text of the Staff’s comment in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1.
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.
First Advantage has revised its disclosure on pages 12 and 56 in response to the Staff’s comment.
* * * * * * *
Please do not hesitate to contact Elizabeth A. Cooper at (212) 455-3407 or Mark C. Viera at (212) 455-2211 with any questions you may have regarding our response to the comment letter.
Very truly yours,
/s/ Elizabeth A. Cooper
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CORRESP 1 filename1.htm CORRESP 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.com mark.viera@stblaw.com May 31, 2024 Kate Beukenkamp Taylor Beech Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: First Advantage Corporation—Registration Statement on Form S-4 (File No. 333-278992) Ladies and Gentlemen: On behalf of First Advantage Corporation (“First Advantage”), and in connection with the Registration Statement on Form S-4 (File No. 333-278992), initially filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2024 (the “Registration Statement”), we hereby submit Amendment No. 1 (“Amendment No. 1”) to the Registration Statement. First Advantage has revised the Registration Statement in response to the Staff’s comments in its letter, dated May 17, 2024 (the “comment letter”), and to otherwise update its disclosure. Upon request, we can provide the Staff with a marked version of Amendment No. 1 showing changes from the Registration Statement. In addition, we are providing the following response to the comment letter. To assist your review, we have retyped the text of the Staff’s comment in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. 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. First Advantage has revised its disclosure on pages 12 and 56 in response to the Staff’s comment. * * * * * * * Please do not hesitate to contact Elizabeth A. Cooper at (212) 455-3407 or Mark C. Viera at (212) 455-2211 with any questions you may have regarding our response to the comment letter. Very truly yours, /s/ Elizabeth A. Cooper Elizabeth A. Cooper /s/ Mark C. Viera Mark C. Viera cc: Bret T. Jardine, Executive Vice President, General Counsel and Corporate Secretary First Advantage Corporation Steven Barnett, Executive Vice President, Secretary and Chief Legal & Risk Officer Sterling Check Corp. Christopher Ewan Andrea Gede-Lange Fried, Frank, Harris, Shriver & Jacobson LLP - 2 -