Simpson Thacher & Bartlett LLP
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NEW YORK, NY 10017
TELEPHONE: +1-212-455-2000
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| 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
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