consideration), or (ii) 0.979 shares of First Advantage common stock (the stock consideration). The merger consideration is subject to proration so that 72% of the aggregate shares of Sterling common stock outstanding and all Sterling common stock equivalents immediately prior to the closing of the Transaction will be converted into the cash consideration and the remaining 28% of the aggregate shares of Sterling common stock and Sterling common stock equivalents will be converted into the stock consideration.
Each Sterling stockholder or holder of Sterling common stock equivalents will receive cash in lieu of any fractional shares of First Advantage common stock that the stockholder or holder of Sterling common stock equivalents otherwise would be entitled to receive. If no election is made by a Sterling stockholder or eligible holder of Sterling common stock equivalents, the merger consideration that the stockholder or holder of Sterling common stock equivalents will receive will be determined in accordance with the proration methodology in the Merger Agreement.
Sterling stockholders with questions regarding the election materials or the election process should contact D.F. King & Co., Inc., the information agent for the election, at (877) 361-7972 or ster@dfking.com, or their bank, broker or other nominee, as applicable, as soon as possible.
A more detailed description of the merger consideration and the allocation and proration procedures applicable to elections is contained in the information statement/prospectus. Sterling stockholders are urged to read the information statement/prospectus carefully and in its entirety. Copies of the information statement/prospectus may be obtained free of charge by following the instructions below under “Additional Information about the Proposed Transaction and Where to Find It.”
About First Advantage
First Advantage (NASDAQ: FA) is a leading provider of employment background screening, identity, and verification solutions. Enabled by its proprietary technology, First Advantage delivers innovative services and insights that help customers mitigate risk and hire the best talent: employees, contractors, contingent workers, tenants, and drivers. Headquartered in Atlanta, Georgia, First Advantage performs screens in over 200 countries and territories on behalf of its more than 30,000 customers. For more information about how to hire smarter and onboard faster with First Advantage, visit the Company’s website at https://fadv.com.
About Sterling Check Corp.
Sterling (NASDAQ:STER) is a leading provider of background and identity services, helping over 50,000 clients create people-first cultures built on a foundation of trust and safety. Sterling’s tech-enabled services help organizations across all industries and regions establish great environments for their workers, partners, and customers. With operations in North America, Europe, the Middle East, Asia Pacific, and Latin America, Sterling conducts more than 100 million annual searches. For more information about Sterling, visit its website at https://www.sterlingcheck.com/.