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April 25, 2024
Brian Copple
General Counsel and Secretary
HireRight Holdings Corp
100 Centerview Drive, Suite 300
Nashville, TN 37214
Re:HireRight Holdings Corp
Amendment No. 1 to Schedule 13E-3 filed April 22, 2024
File No. 005-93449
Revised Preliminary Proxy Statement filed April 22, 2024
File No. 001-40982
Dear Brian Copple:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. Defined terms used herein have the same meaning as in your filing. Page
and subsection references below are to the proxy statement listed above, unless otherwise
indicated.
Revised Preliminary Proxy Statement and Amendment No. 1 to Schedule 13E-3 filed April 22,
2024
Background of the Merger, page 21
1.We note your response to prior comment 1. Please revise your disclosure to clarify
whether Private Equity Party B, Private Equity Party C, or Private Equity Party D are
affiliated with either of the Sponsor Stockholders. We are unclear about what is meant by
the following language in your response to comment 1: [The multiple parties that
expressed interest in a transaction with the Company, on the one hand, and the Sponsor
Stockholders, on the other hand] "did not have a relationship with any such parties related
to the Company." Your revised disclosure should make clear whether they had any

 FirstName LastNameBrian Copple
 Comapany NameHireRight Holdings Corp
 April 25, 2024 Page 2
 FirstName LastName
Brian Copple
HireRight Holdings Corp
April 25, 2024
Page 2
affiliation or relationship, whether related to the Company or not.
2.We note your response to prior comment 3. However, we continue to believe that the
advice, including oral and written "reports" provided by Financial Advisor A related to the
proposal made by Private Equity Party A appear to be materially related to the Merger.
Evaluating the initial proposal from Private Equity Party A was part of the negotiations
that resulted in the Company considering strategic alternatives, and in fact, Private Equity
Party A reengaged with the Company regarding a potential transaction in November 2023.
An alternative transaction with Private Equity Party A was part of the Board's evaluation
of the Merger; your revised disclosure on pages 42-43 indicates that the Board (including
the directors affiliated with the Sponsor Stockholders) relied on Financial Advisor A's
advice to determine not to pursue a transaction with Private Equity Party A. Please revise
to identify Financial Advisor A by name and summarize Financial Advisor A's oral
"reports" provided to the Company and its representatives, including the Sponsor
Stockholders. Written materials should be filed as exhibits to the Schedule 13E-3. Refer to
Item 1015 of Regulation M-A, Item 16 of Schedule 13E-3 and Item 1016(c) of Regulation
M-A, as well as to Question 117.07 of the Going Private Transactions, Exchange Act Rule
13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations.
Summary of Centerview Financial Analysis, page 45
3.We note your response to prior comment 6 and reissue the first part our comment
regarding the statement in the first paragraph of this section that “[t]he summary set forth
below does not purport to be a complete description of the financial analyses performed or
factors considered by, and underlying the opinion of, Centerview…” While a summary is
necessarily a condensed version of disclosure that appears elsewhere, it should describe
the material terms of the financial analyses performed or factors considered by, and
underlying the opinion of, Centerview. Please modify to avoid characterizing the
disclosure here as incomplete.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions