Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

___________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2024

___________________________

Sterling Check Corp.

(Exact name of registrant as specified in its charter)

___________________________


Delaware	001-40829		37-1784336
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
6150 Oak Tree Boulevard, Suite 490	Independence	Ohio	44131
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: 1 (800) 853-3228

(Former Name or Former Address, if Changed Since Last Report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

STER

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously announced, on February 28, 2024, Sterling Check Corp., a Delaware corporation (“Sterling”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Advantage Corporation, a Delaware corporation (“First Advantage”), and Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of First Advantage (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, First Advantage will acquire Sterling, with Merger Sub merging with and into Sterling and Sterling becoming an indirect, wholly-owned subsidiary of First Advantage (the “transaction”). The closing of the transaction is anticipated to occur in the fourth quarter of 2024.

Mailing of Election Form

On September 5, 2024, the election form (the “Election Form”) necessary for record holders of vested shares of common stock, par value $0.01 per share, of Sterling (“Sterling Common Stock”), to make an election (the “Election”) as to the form of merger consideration they wish to receive for the Sterling Common Stock they own, was mailed to holders of record of Sterling by Equiniti Trust Company, LLC, the exchange agent appointed by First Advantage (the “Exchange Agent”) for the election process of Sterling stockholders (the “Stockholder Election Process”). A copy of the Election Form is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

First Advantage also engaged D.F. King & Co., Inc. to serve as information agent (the “Information Agent”) in connection with the Stockholder Election Process.

As further described in the Election Form and in the information statement/prospectus, which forms part of the registration statement on Form S-4 (File No. 333-278992), which was filed by First Advantage with the Securities and Exchange Commission on June 11, 2024, Sterling stockholders of record wishing to make an election for their Sterling Common Stock must deliver to the Exchange Agent a properly completed and duly signed Election Form (unless an agent’s message is utilized), and any other documents required by the Election Form, no later than the Election Deadline (as defined below). First Advantage and Sterling will publicly announce the anticipated deadline for submitting the Election Form (the “Election Deadline”) at least three business days prior to the Election Deadline. The Election Deadline will be 5:00 p.m. New York City time on the date that is five business days prior to First Advantage’s good faith estimate of the anticipated closing date of the transaction or such other date as may be mutually agreed to by First Advantage and Sterling. The Election Deadline may be extended and no assurance can be given as to when, or if, the closing of the transaction will occur. First Advantage and Sterling will promptly announce any extension of the Election Deadline.

Questions or requests for assistance related to the Election Form and the Stockholder Election Process may be directed to the Exchange Agent ((877) 248-6417 or (718) 921-8317) or the Information Agent ((877) 361-7972 or ster@dfking.com). Additional copies of the Election Form may be obtained from the Exchange Agent or the Information Agent. Sterling stockholders may also contact their broker, dealer, commercial bank or trust company or other nominee, if applicable, for assistance concerning the transaction and the Stockholder Election Process.

The election process associated with the transaction for eligible holders of Company Common Stock Equivalents (as defined in the Merger Agreement) and unvested shares of Sterling Common Stock (the “Equity Award Holder Election Process”) is being administered by Fidelity Stock Plan Services, LLC (“Fidelity”). The online site through which such eligible holders will be able to make their elections opened on September 5, 2024. The Equity Award Holder Election Process is subject to the same timeline as the Stockholder Election Process.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.						Description
99.1						Election Form
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

No Offer or Solicitation

This report is for informational purposes only and is not intended to and does not constitute, or form a part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or a solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such sale, issuance or transfer of securities would be unlawful prior to registration or qualification under the

securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, First Advantage has filed a registration statement on Form S-4 (File No. 333-278992) with the Securities and Exchange Commission (“SEC”) that includes an information statement of Sterling, that also constitutes a prospectus of First Advantage, and such registration statement on Form S-4 has been declared effective by the SEC. Each of First Advantage and Sterling may also file other relevant documents with the SEC regarding the proposed transaction. This report is not a substitute for the information statement/prospectus or registration statement or any other document that First Advantage or Sterling may file with the SEC. The information statement/prospectus has been mailed to stockholders of Sterling. INVESTORS AND SECURITY HOLDERS OF FIRST ADVANTAGE AND STERLING ARE URGED TO READ THE REGISTRATION STATEMENT, INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of the registration statement and information statement/prospectus and other documents containing important information about First Advantage, Sterling and the proposed transaction through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by First Advantage are available free of charge on First Advantage’s website at https://fadv.com/ or by contacting First Advantage’s Investor Relations department at investors@fadv.com. Copies of the documents filed with the SEC by Sterling are available free of charge on Sterling’s website at https://www.sterlingcheck.com/ or by contacting Sterling’s Investor Relations department at IR@sterlingcheck.com.

Forward-Looking Statements

This report and any documents referred to in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, and it is intended that all forward-looking statements that Sterling or First Advantage make will be subject to the safe harbor protections created thereby. Forward-looking statements can be identified by forward-looking terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “will” or “would,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements that address Sterling’s and First Advantage’s future performance, business strategy, future operations, estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position, anticipated benefits of strategic transactions (including acquisitions and divestitures), and plans and objectives of management (including plans for future cash flow from operations), contained in this report or any documents referred to herein are forward-looking statements. These statements also include, but are not limited to, statements regarding the expected benefits of the proposed transaction to Sterling and First Advantage and each of their stockholders and the anticipated timing thereof. Sterling and First Advantage have based these forward-looking statements on current expectations, assumptions, estimates and projections. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Sterling and First Advantage’s control. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed transaction on Sterling’s business relationships, operating results, and business generally, (v) risks that the proposed transaction disrupts current plans and operations of Sterling or First Advantage and potential difficulties in Sterling employee retention as a result of the proposed transaction, (vi) risks related to diverting management’s attention from Sterling’s ongoing business operations, (vii) unexpected costs, charges or expenses resulting from the proposed transaction, (viii) certain restrictions during the pendency of the proposed transaction that may impact Sterling’s ability to pursue certain business opportunities or strategic transactions and (ix) the outcome of any legal proceedings that may be instituted against First Advantage or against Sterling related to the Merger Agreement or the proposed transaction. These and other important factors contained in Sterling and First Advantage’s filings with the SEC, including their respective Forms 10-K, 10-Q and 8-K, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements contained in this report are not guarantees of future performance and actual results of operations, financial condition, and liquidity, and the development of the industry in which each of Sterling and First Advantage operates, may differ

materially from the forward-looking statements contained in this report. Any forward-looking statement made in this report speaks only as of the date of such statement. Except as required by law, neither Sterling nor First Advantage undertakes any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		STERLING CHECK CORP.
September 5, 2024	By:	/s/ Steven Barnett
	Name:	Steven Barnett
	Title:	Executive Vice President, Secretary and
		Chief Legal & Risk Officer

Exhibit 99.1

ELECTION FORM

Mailing date: September 5, 2024

FOR HOLDERS OF SHARES OF COMMON STOCK

OF STERLING CHECK CORP. (“STERLING”)

IN CONNECTION WITH STERLING’S ACQUISITION BY

FIRST ADVANTAGE CORPORATION (“FIRST ADVANTAGE”)

Please read and follow the accompanying instructions carefully and deliver to:


If delivering by hand, express mail, courier, or other expedited service: Equiniti Trust Company, LLC 55 Challenger Road Suite # 200 Ridgefield Park, New Jersey 07660 Attn: Reorganization Department			If delivering by first class mail: Equiniti Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 525 Ridgefield Park, New Jersey 07660

STERLING AND FIRST ADVANTAGE WILL PUBLICLY ANNOUNCE THE ANTICIPATED DEADLINE FOR SUBMITTING THIS ELECTION FORM (THE “ELECTION DEADLINE”) AT LEAST THREE BUSINESS DAYS PRIOR TO THE ELECTION DEADLINE.

Delivery of this election form (this “Election Form”) to an address other than as set forth above will not constitute valid delivery. Do not send this Election Form to Sterling or First Advantage.

Pursuant to Sterling’s acquisition by First Advantage, the undersigned surrenders and exchanges the following shares of Sterling Common Stock (as defined below):


DESCRIPTION OF SHARES SURRENDERED AND EXCHANGED
Name(s) and Address(es) of Registered Owner(s)	Shares Surrendered and Exchanged
		Number of Shares of Sterling Common Stock Surrendered/Exchanged







	Total shares:

The instructions accompanying this Election Form should be read carefully before this Election Form is completed. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Information Statement/Prospectus which forms part of the Registration Statement on Form S-4 (File No. 333-278992), which was filed by First Advantage with the Securities and Exchange Commission on June 11, 2024 (the “Information Statement/Prospectus”). Holders of shares of Sterling Common Stock (as defined below) (each such holder, a “Holder” and, collectively, the “Holders”) must complete and sign this Election Form in the appropriate space provided therefor, with signature guarantee if required, and complete and sign the IRS Form W-9 set forth herein or an appropriate IRS Form W-8, as applicable. NOTE: THIS ELECTION FORM DOES NOT APPLY TO UNVESTED SHARES OF STERLING COMMON STOCK, NOR TO SHARES OF NET OPTION STOCK OR COMPANY RSU STOCK (EACH AS DEFINED IN THE MERGER AGREEMENT), EACH OF WHICH WILL BE SUBJECT TO A SEPARATE ELECTION PROCESS ADMINISTERED BY FIDELITY.

Pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among First Advantage, Sterling and Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of First Advantage (“Merger Sub”), Merger Sub will merge with and into Sterling with Sterling surviving the merger with Merger Sub and becoming an indirect, wholly-owned subsidiary of First Advantage (the “Transaction”). Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Transaction (the “Effective Time”), each vested or unvested share of common stock, par value $0.01 per share, of Sterling (“Sterling Common Stock”) (other than any Cancelled Shares, any Dissenting Shares and any Excluded Shares (each as defined in the Merger Agreement)) and each share of Net Option Stock or Company RSU Stock (each as defined in the Merger Agreement) (“Sterling Common Stock Equivalents”) that you own immediately prior to the Effective Time will be converted into the right to receive, at your election, and subject to proration in accordance with the Merger Agreement: (i) $16.73 per share in cash, without interest (the “Cash Consideration”); (ii) 0.979 shares of common stock, par value $0.001 per share, of First Advantage (“First Advantage Common Stock”), together with cash in lieu of fractional shares, if any, at the rate per share of First Advantage Common Stock of the last reported sale price of First Advantage Common Stock on NASDAQ (as reported in The Wall Street Journal or, if not reported therein, in another authoritative source mutually selected by First Advantage and Sterling) on the last complete trading day prior to the date of the Effective Time (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); or (iii) if you own more than one share of Sterling Common Stock and/or Sterling Common Stock Equivalents, a combination of the Cash Consideration for a selected number of shares of Sterling Common Stock and/or Sterling Common Stock Equivalents and the Stock Consideration for the remaining number of shares of Sterling Common Stock and/or Sterling Common Stock Equivalents. Each Holder’s election is subject to proration, such that the total number of shares of Sterling Common Stock and Sterling Common Stock Equivalents entitled to receive the Cash Consideration will be equal to 72% of the aggregate number of shares of Sterling Common Stock issued and outstanding and all Sterling Common Stock Equivalents, in each case, as of immediately prior to the Effective Time, and the total number of shares of Sterling Common Stock and Sterling Common Stock Equivalents entitled to receive the Stock Consideration will be equal to 28% of the aggregate number of shares of Sterling Common Stock issued and outstanding and all Sterling Common Stock Equivalents, in each case, as of immediately prior to the Effective Time. Holders that do not make an election will be treated as having elected to receive the Stock Consideration and the Cash Consideration in accordance with, and subject to, the proration provisions set forth in the Merger Agreement.

Holders may elect, subject to proration (as described above), the type of Merger Consideration (i.e., the Cash Consideration, the Stock Consideration or a combination thereof) that they would like to receive for their shares of Sterling Common Stock and Sterling Common Stock Equivalents. This Election Form is provided for you to indicate your election of Merger Consideration and to surrender your vested shares of Sterling Common Stock only. A separate election process will be administered by Fidelity for you to make your election of Merger Consideration for your unvested shares of Sterling Common Stock and/or your Sterling Common Stock Equivalents (if any). For a full discussion of the Transaction, and for additional information regarding the election procedures and the effect of your election, please see the sections of the Information Statement/Prospectus titled “The Transaction—Exchange of Shares; Elections as to Form of Consideration” and “The Merger Agreement—Effects of the Transaction—Proration and Allocation of Merger Consideration”.

The surrender and exchange of shares of Sterling Common Stock is to be made by book-entry transfer to the account of Equiniti Trust Company, LLC (the “Exchange Agent”) at the Depository Trust Company (“DTC”).

To make a valid election in respect of your vested shares of Sterling Common Stock, the following materials must be received by the Exchange Agent no later than the Election Deadline (as it may be extended): (1) a properly completed and signed Election Form (or an agent’s message in connection with a book-entry transfer of shares of Sterling Common Stock) and (2) a properly completed and signed IRS Form W-9 or appropriate IRS Form W-8, as applicable. Sterling and First Advantage will publicly announce the anticipated Election Deadline at least three business days prior to the Election Deadline. The Election Deadline will be 5:00 p.m. New York City time on the date that is five business days prior to First Advantage’s good faith estimate of the anticipated closing date of the Transaction or such other date as may be mutually agreed to by Sterling and First Advantage. The Election Deadline may be extended and no assurance can be given as to when, or if, the closing of the Transaction will occur. Sterling and First Advantage will promptly announce any extension of the Election Deadline. This Election Form (or a replacement form (available upon request)) can be used regardless of any extension of the Election Deadline. You are encouraged to consult your tax and financial advisors before making your election.

If you wish to make an election with respect to your vested shares of Sterling Common Stock, please complete, sign and return promptly in accordance with the enclosed instructions.

NOTE: If you own unvested shares of Sterling Common Stock and/or Sterling Common Stock Equivalents, a separate election process will be administered by Fidelity for you to make your election with respect to your unvested shares of Sterling Common Stock and/or Sterling Common Stock Equivalents.

ELECTION CHOICES

(See Instruction 9)

I hereby elect to receive the following as Merger Consideration for my vested shares of Sterling Common Stock:



			CHECK HERE TO ELECT TO RECEIVE THE CASH CONSIDERATION FOR ALL OF YOUR VESTED SHARES OF STERLING COMMON STOCK, SUBJECT TO PRORATION.

			CHECK HERE TO ELECT TO RECEIVE SHARES OF FIRST ADVANTAGE COMMON STOCK FOR ALL OF YOUR VESTED SHARES OF STERLING COMMON STOCK, SUBJECT TO PRORATION AND THE PAYMENT OF CASH IN LIEU OF FRACTIONAL SHARES.

			CHECK HERE TO EXCHANGE SOME VESTED SHARES OF STERLING COMMON STOCK FOR THE CASH CONSIDERATION AND THE REMAINDER FOR SHARES OF FIRST ADVANTAGE COMMON STOCK, SUBJECT TO PRORATION AND THE PAYMENT OF CASH IN LIEU OF FRACTIONAL SHARES:

Number of vested shares of Sterling Common Stock to be exchanged for the Cash Consideration:

Number of vested shares of Sterling Common Stock to be exchanged for the Stock Consideration:

Total number of vested shares of Sterling Common Stock being exchanged (must match the total number of shares identified as being exchanged on page one of this form), subject to proration and the payment of cash in lieu of fractional shares:

__________________________

METHOD OF PAYMENT OF CASH CONSIDERATION

If you have elected to receive any Cash Consideration in the section titled “Election Choices” above, please check one of the following boxes.

I hereby elect to receive the Cash Consideration in the form of payment as indicated below:


			CHECK HERE IF YOU ELECT TO RECEIVE YOUR CASH CONSIDERATION IN THE FORM OF A CHECK.


			CHECK HERE IF YOU ELECT TO RECEIVE YOUR CASH CONSIDERATION IN THE FORM OF A WIRE TRANSFER. IF SO, PLEASE FILL OUT THE WIRE INSTRUCTIONS LOCATED ON THE FOLLOWING PAGE.


WIRE INSTRUCTIONS – (Medallion Guarantee Stamp Required for wires of $50,000.00 or more) If electing to receive a wire for payment of Cash Consideration, please complete the following: (Please note: A wire processing fee of $125.00 will be deducted from your proceeds)
Name on Account:
Bank Name:
ABA/Routing Number:
Account Number:
Intermediary Bank Name:
Intermediary Bank ABA:
Intermediary Bank SWIFT:
FFC Account Name:
FFC Account Number:

Regarding wired funds: The Holder should be aware that an Equiniti representative will contact you to validate the wiring instructions prior to Equiniti sending the funds.

NOTE: THIS ELECTION FORM

MUST BE SIGNED ON PAGE 11 BELOW.

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

Receipt of this election form (this “Election Form”) is hereby acknowledged by the undersigned. Upon the terms and subject to the conditions set forth (i) in the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among First Advantage Corporation, a Delaware corporation (“First Advantage”), Sterling Check Corp., a Delaware corporation (“Sterling”), and Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of First Advantage (“Merger Sub”), and (ii) in this Election Form, the undersigned hereby elects to have its vested shares of common stock, par value $0.01 per share, of Sterling (“Sterling Common Stock”) (other than any Cancelled Shares, any Dissenting Shares and any Excluded Shares (each as defined in the Merger Agreement)) purchased or exchanged pursuant to one or more of the following options, as indicated in the “Election Choices” box above:

•$16.73 per share in cash, without interest (the “Cash Consideration”);

•0.979 of a share of common stock, par value $0.001 per share, of First Advantage (the “First Advantage Common Stock”), together with cash in lieu of fractional shares, if any, at the rate per share of First Advantage Common Stock of the last reported sale price of First Advantage Common Stock on NASDAQ (as reported in The Wall Street Journal or, if not reported therein, in another authoritative source mutually selected by First Advantage and Sterling) on the last complete trading day prior to the date of the Effective Time (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); or

•if the undersigned owns more than one vested share of Sterling Common Stock, a combination of the Cash Consideration for a selected number of shares of Sterling Common Stock and the Stock Consideration for the remaining number of vested shares of Sterling Common Stock.

In each case, the undersigned’s election is subject to proration as described below and in the Information Statement/Prospectus, which forms part of the Registration Statement on Form S-4 (File No. 333-278992), which was filed by First Advantage Corporation with the Securities and Exchange Commission on June 11, 2024 (the “Information Statement/Prospectus”). If the undersigned makes a “non-election,” the undersigned will be treated as having elected to receive the Stock Consideration and the Cash Consideration in accordance with, and subject to, the proration provisions set forth in the Merger Agreement. The undersigned will be deemed to have made a “non-election” if:

•the undersigned fails to follow the instructions on this Election Form or otherwise fails to properly make an election;

•a properly completed Election Form and the other documents required by this Election Form are not actually received by the Exchange Agent at or before the Election Deadline; or

•the undersigned properly and timely revokes a prior election without making a new election.

The total number of shares of Sterling Common Stock (other than any Cancelled Shares, any Dissenting Shares and any Excluded Shares) and Sterling Common Stock Equivalents to be entitled to

receive the Cash Consideration will be equal to 72% of the aggregate number of shares of Sterling Common Stock issued and outstanding and all Sterling Common Stock Equivalents, in each case, immediately prior to the Effective Time, and the total number of shares of Sterling Common Stock (other than any Cancelled Shares, any Dissenting Shares and any Excluded Shares) and Sterling Common Stock Equivalents to be entitled to receive the Stock Consideration will be equal to 28% of the aggregate number of shares of Sterling Common Stock issued and outstanding and Sterling Common Stock Equivalents, in each case, as of immediately prior to the Effective Time. Accordingly, depending on the elections made by other Holders, a Holder may receive a portion of the Merger Consideration in the form such Holder did not elect.

Generally, if one form of Merger Consideration (i.e., the Cash Consideration or the Stock Consideration) is undersubscribed in comparison with the Merger Consideration to be issued as a result of the proration mechanism specified in the Merger Agreement (the “Undersubscribed Consideration”), “non-election” shares of Sterling Common Stock or Sterling Common Stock Equivalents will be allocated the Undersubscribed Consideration, subject to the proration and adjustment procedures set forth in the Merger Agreement. If, after the “non-election” shares of Sterling Common Stock or Sterling Common Stock Equivalents have been allocated any Undersubscribed Consideration, there still remains Undersubscribed Consideration, then Holders electing the oversubscribed form of Merger Consideration will be allocated the Undersubscribed Consideration pursuant to the proration and adjustment procedures. Accordingly, there is no guarantee that the undersigned will receive the undersigned’s elected form of Merger Consideration for all of its shares of Sterling Common Stock and Sterling Common Stock Equivalents. If proration is necessary, electing shares of Sterling Common Stock or Sterling Common Stock Equivalents will be allocated the Undersubscribed Consideration only after the Undersubscribed Consideration is allocated to “non-election” shares of Sterling Common Stock or Sterling Common Stock Equivalents. For additional information regarding the election procedures and the effect of the undersigned’s election, please see the sections of the Information Statement/Prospectus titled “The Transaction—Exchange of Shares; Elections as to Form of Consideration” and “The Merger Agreement—Effects of the Transaction—Proration and Allocation of Merger Consideration”.

The undersigned acknowledges that no guarantee can be made as to the value of the Stock Consideration received relative to the value of the vested shares of Sterling Common Stock being exchanged. The undersigned is encouraged to obtain current market quotations for Sterling Common Stock and First Advantage Common Stock when making its election.

The exchange of Sterling Common Stock for First Advantage Common Stock and cash (including cash received in lieu of a fractional share of First Advantage Common Stock) in the Transaction generally will be a taxable transaction for U.S. Holders for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. For a summary of the material U.S. federal income tax consequences of the transaction, please read the section of the Information Statement/Prospectus titled “The Transaction—Material U.S. Federal Income Tax Consequences”. The tax consequences to a particular holder of Sterling Common Stock will depend on such Holder’s particular circumstances. All Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of the Transaction to them, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction to which the Holder is subject.

Upon the terms and subject to the conditions set forth in the Merger Agreement and this Election Form, the undersigned hereby surrenders and exchanges all of its vested shares of Sterling Common Stock (and any and all shares of Sterling Common Stock or other securities issued, paid or distributed or issuable, payable or distributable in respect of such shares of Sterling Common Stock on or after the date

hereof (collectively, a “Distribution”)) and irrevocably appoints the Exchange Agent the true and lawful agent, attorney-in-fact and proxy of the undersigned with respect to such shares of Sterling Common Stock (and any Distribution), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) transfer ownership of such shares of Sterling Common Stock (and any Distribution), including those on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of First Advantage, (ii) present such shares of Sterling Common Stock (and any Distribution) for transfer on the books of First Advantage and (iii) receive all benefits and otherwise exercise all rights of ownership, beneficial or otherwise, of such shares of Sterling Common Stock (and any Distribution).

The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender and exchange its vested shares of Sterling Common Stock, free and clear of all liens, restrictions, claims and encumbrances. The undersigned will, upon request, sign and deliver any additional documents deemed by the Exchange Agent to be necessary or desirable to complete the surrender and exchange of the undersigned’s vested shares of Sterling Common Stock. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The surrender and exchange of shares of Sterling Common Stock by the undersigned is not effective until the Exchange Agent receives this Election Form, duly completed and signed, or an agent’s message in connection with a book-entry transfer of shares of Sterling Common Stock, together with all accompanying evidences of authority in form reasonably satisfactory to the Exchange Agent and First Advantage and any other required documents to effect such surrender and exchange. The undersigned understands that all questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for the surrender and exchange of its vested shares of Sterling Common Stock will be determined, in a manner not inconsistent with the terms of the Merger Agreement, by First Advantage in its reasonable, good faith discretion and such determination shall be final and binding upon all Holders. No election is valid until all defects and irregularities in the Election Form have been cured or waived and none of First Advantage, Sterling, the Exchange Agent or D.F. King & Co., Inc. (the “Information Agent”) or any other person is under any duty to give notification of any defects or irregularities in the Election Form or will incur any liability for failure to give any such notification.

Unless otherwise indicated below under “Special Payment Instructions,” the undersigned hereby requests that the shares of First Advantage Common Stock and/or a check or wire transfer for cash (including any cash in lieu of fractional shares of First Advantage Common Stock) be issued in the name(s) of the undersigned.

Similarly, unless otherwise indicated below under “Special Delivery Instructions,” the undersigned hereby requests that any checks or wire transfers for cash (including any cash paid with respect to fractional shares of First Advantage Common Stock) be credited to the applicable account at DTC designated above as surrendering the shares of Sterling Common Stock.

SPECIAL PAYMENT INSTRUCTIONS

Medallion Guarantee Stamp Required

(See Instructions 1, 3, 4 and 5)

To be completed ONLY if any shares of First Advantage Common Stock and/or any check for cash payable on account of your election (less any amounts required to be withheld for taxes) are to be issued in the name of someone other than the undersigned.

Issue: Check Shares of First Advantage Common Stock to:

Name:

(Please Print)

Address:

___________________________________

(Taxpayer Identification No.)

SPECIAL DELIVERY INSTRUCTIONS

Medallion Guarantee Stamp Required

(See Instructions 1, 3, 4 and 5)

To be completed ONLY if any check for cash payable on account of your election (less any amounts required to be withheld for taxes) is to be sent to someone other than the undersigned.

Send check to:

Name:

(Please Print)

Address:

___________________________________

(Taxpayer Identification No.)


IMPORTANT — SIGN HERE (U.S. Holders Complete IRS Form W-9 Included Below)
Signature(s) of Owner(s)
Name(s):
Capacity (full title):
Address:

(Include Zip Code)
Area Code and Telephone Number:
Email Address: ________________________________ Dated:
(Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing, the electronic book-entry account or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the necessary information above and see Instruction 3.)
SIGNATURE GUARANTEE(S) (If required) (See Instructions 1 and 3)
FOR USE BY FINANCIAL INSTITUTIONS ONLY FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized signature(s):
Name:
Title:
Name of Firm:
Address:

(Include Zip Code)
Area Code and Telephone Number:
Dated:

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
ENTER “APPLIED FOR” IN THE SPACE FOR THE TIN IN PART I OF THE

IRS FORM W-9


PAYER’S NAME: Equiniti Trust Company, LLC CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before payment is made, a portion of such reportable payment will be withheld.
Signature			Date

NOTE: A U.S. HOLDER’S FAILURE TO COMPLETE AND RETURN THE ENCLOSED IRS FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO SUCH U.S. HOLDER PURSUANT TO THE TRANSACTION. PLEASE REVIEW THE INSTRUCTIONS ON THE ENCLOSED IRS FORM W-9 FOR ADDITIONAL DETAILS.

Instructions

Forming Part of the Terms and Conditions of the Election Form

1. Signature Guarantees. Except as otherwise provided below, all signatures on this Election Form must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc. or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Election Form need not be guaranteed (i) if this Election Form is signed by the registered holder(s) of the shares of Sterling Common Stock surrendered hereby (which term, for purposes of this document, includes any participant in DTC whose name appears on a security position listing or on the electronic book-entry account as the owner of the shares of Sterling Common Stock) surrendered herewith and such holder(s) (a) have not completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Election Form and (b) have not elected to receive a wire transfer in cash for an amount that is $50,000.00 or more, or (ii) if such shares of Sterling Common Stock are surrendered for the account of an Eligible Institution. See Instruction 3.

2. Delivery of Election Form; Book-Entry Confirmation. This Election Form is to be used, unless an agent’s message is utilized. A confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all shares of Sterling Common Stock delivered electronically, or an agent’s message, as well as a properly completed and duly signed Election Form, and any other documents required by this Election Form, must be received by the Exchange Agent at one of its addresses set forth on the front page of this Election Form by the Election Deadline.

The surrender and exchange of shares of Sterling Common Stock by book-entry transfer and the method of delivery of all other required documents is at the option and risk of the Holder, and the delivery will be deemed made only when actually received by the Exchange Agent. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent elections will be accepted, and no fractional shares will be purchased or issued. By signing this Election Form, the Holder waives any right to receive any notice of the acceptance for payment of the vested shares of Sterling Common Stock.

3. Signatures on Election Form. If this Election Form is signed by the registered holder(s) of the shares of Sterling Common Stock being surrendered hereby, the signature(s) must correspond with the name(s) of the participant in DTC as it appears on a security position listing or on the electronic book-entry account as the owner of such shares of Sterling Common Stock without alteration or any change whatsoever. If any of the shares of Sterling Common Stock exchanged hereby are held of record by two or more persons, all such persons must sign this Election Form.

If this Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to First Advantage of the authority of such person so to act must be submitted. Proper evidence of authority includes a power of attorney, a letter of testamentary or a letter of appointment.

4. Stock Transfer Taxes. First Advantage will pay any stock transfer taxes with respect to the surrender and exchange of shares of Sterling Common Stock to it or the Exchange Agent pursuant to the Transaction. If, however, payment of the Merger Consideration is to be made to any person other than the registered holder(s) of such shares of Sterling Common Stock, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the Merger Consideration payable to such person unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

5. Special Issuance and Delivery Instructions. If shares of First Advantage Common Stock and/or a check or wire transfer for cash (including cash with respect to fractional shares of First Advantage Common Stock) are to be paid in the name of a person other than the person(s) signing this Election Form or if the check or wire transfer is to be mailed or sent, as applicable, to someone other than the person(s) signing this Election Form at an address other than that shown above, the appropriate “Special Payment Instructions” or “Special Delivery Instructions” boxes on this Election Form should be completed. See Instructions 1 and 3.

6. IRS Form W-9 or appropriate IRS Form W-8. Under U.S. federal income tax law, the Exchange Agent may be required to withhold 24% of the amount of any reportable payments made to certain Holders pursuant to the Transaction. To avoid such backup withholding, each U.S. Holder submitting a signed Election Form (other than exempt Holders that are subject to the rules discussed below) must provide the Exchange Agent with such U.S. Holder’s correct taxpayer identification number and certify that such U.S. Holder is not subject to such backup withholding by completing the IRS Form W-9. In general, if a U.S. Holder is an individual, the taxpayer identification number is the Social Security Number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number, the U.S. Holder may be subject to a $50.00 penalty imposed by the Internal Revenue Service and reportable payments made to the U.S. Holder will be subject to backup withholding. For further information concerning backup withholding and instructions for completing the IRS Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the IRS Form W-9 if shares of Sterling Common Stock are held in more than one name), consult the instructions on the enclosed IRS Form W-9. A U.S. Holder who does not have a taxpayer identification number should enter “Applied For” in the space for the TIN in Part I of the IRS Form W-9 if the U.S. Holder has applied for a TIN or intends to apply for a TIN in the near future. If “Applied For” is entered, 24% of all reportable payments made to the U.S. Holder pursuant to the Transaction will be withheld if a TIN is not provided at the time of the payment pursuant to the Transaction.

Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt U.S. Holders should indicate their exempt status on the IRS Form W-9. To satisfy the Exchange Agent that a foreign person qualifies as an exempt recipient, such foreign Holder must submit a properly completed IRS Form W-8BEN or other applicable IRS Form W-8, signed under penalties of perjury, attesting to that person’s exempt status. Such forms can be obtained from the Exchange Agent upon request.

Failure to complete the IRS Form W-9 or, as applicable, the applicable IRS Form W-8, will not, by itself, cause shares of Sterling Common Stock to be deemed invalidly surrendered and exchanged, but may require the Exchange Agent to withhold a portion of the amount of any Merger Consideration. Backup withholding is not an additional federal income tax. Rather, the amount of tax withheld will be credited against the federal income tax liability of a person subject to backup withholding. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. Note: Failure to complete and return the IRS Form W-9 or applicable IRS Form W-8 may result in backup withholding of a portion of the Merger Consideration payable pursuant to the Transaction. Please review the instructions on the enclosed IRS Form W-9 for additional details.

7. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Exchange Agent or the Information Agent at their respective addresses and telephone numbers set forth below. Copies of the Information Statement/Prospectus may be obtained from Broadridge Financial Solutions, Inc. by calling the Householding Department at 1-866-540-7095, or writing to them at Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Additional copies of this Election Form may be obtained from the Exchange Agent or the Information Agent at their respective addresses and telephone numbers set forth below. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Transaction and this exchange process.

8. Revocation or Changes of Elections. Elections (whether actual or deemed) are irrevocable, except that an election of Cash Consideration, Stock Consideration or a combination of both may be revoked or changed at any time prior to the Election Deadline by delivery to the Exchange Agent at its address set forth on the cover of this Election Form of a written notice of such Holder’s revocation or election changes (the “Notice of Election Changes”) and a properly completed and signed revised Election Form (and any other documents required by this Election Form). A Notice of Election Changes and such revised Election Form must be received by the Exchange Agent prior to the Election Deadline.

9. Election Procedure. The “Election Choices” box must be completed if you desire to elect the type of Merger Consideration to be received in exchange for your vested shares of Sterling Common Stock. Please note that, as described in the Information Statement/Prospectus, there is a limit on the total number of shares of Sterling Common Stock and Sterling Common Stock Equivalents to be entitled to receive the Cash Consideration or the Stock Consideration and in the case of an oversubscription of either the Cash Consideration or the Stock Consideration, proration will occur. If an election is not properly made, the Holder will be deemed to have elected to receive the Stock Consideration and the Cash Consideration in accordance with, and subject to, the proration provisions set forth in the Merger Agreement.

10. Irregularities. All questions as to the validity, form, eligibility (including time of receipt), and acceptance for the surrender and exchange of your vested shares of Sterling Common Stock and any Notice of Election Changes will be determined, in a manner not inconsistent with the terms of the Merger Agreement, by First Advantage in its reasonable, good faith discretion and such determination shall be final and binding upon all Holders. No election is valid until all defects and irregularities in the Election Form have been cured or waived and none of First Advantage, Sterling or the Exchange Agent or any other person is under any duty to give notification of any defects or irregularities in the Election Form or will incur any liability for failure to give any such notification. First Advantage’s and Sterling’s interpretation of the terms and conditions of the Transaction, including this Election Form, will be final and binding.

Important: This Election Form, together with any signature guarantees (or an agent’s message), and any other required documents, must be received by the Exchange Agent prior to the Election Deadline and shares of Sterling Common Stock must be delivered pursuant to the procedures for book-entry transfer prior to the Election Deadline.

The Exchange Agent is:

Equiniti Trust Company, LLC

55 Challenger Road

Suite # 200

Ridgefield Park, New Jersey 07660

Attn: Reorganization Department

(877) 248-6417 or (718) 921-8317

The Information Agent is:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Please Call Toll-Free: (877) 361-7972

Email: ster@dfking.com

Copies of the Information Statement/Prospectus may be obtained from:

Broadridge Financial Solutions, Inc.

51 Mercedes Way

Edgewood, NY 11717

Attn: Householding Department

1-866-540-7095

Cover	Sep. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 05, 2024
Entity Registrant Name	Sterling Check Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40829
Entity Tax Identification Number	37-1784336
Entity Address, Address Line One	6150 Oak Tree Boulevard, Suite 490
Entity Address, City or Town	Independence
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44131
City Area Code	800
Local Phone Number	853-3228
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	STER
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001645070
Amendment Flag	false