SEC Form SC 13E3/A filed by HireRight Holdings Corporation (Amendment)

HireRight Holdings Corporation

Hearts Parent, LLC

Hearts Merger Sub, Inc.

General Atlantic, L.P.

GAP (Bermuda) L.P.

General Atlantic GenPar (Bermuda), L.P.

General Atlantic Partners (Bermuda) IV, L.P.

General Atlantic Partners (Bermuda) EU, L.P.

General Atlantic GenPar, L.P.

General Atlantic (Lux) S.à r.l.

GAP Coinvestments III, LLC

GAP Coinvestments IV, LLC

GAP Coinvestments V, LLC

GAP Coinvestments CDA, L.P.

General Atlantic GenPar (Lux) SCSp

General Atlantic Partners (Lux) SCSp

General Atlantic Partners AIV-1 A, L.P.

General Atlantic Partners AIV-1 B, L.P.

General Atlantic (SPV) GP, LLC

General Atlantic Partners 100, L.P.

General Atlantic (HRG) Collections, L.P.

GAPCO AIV Holdings, L.P.

GAPCO AIV Interholdco (GS), L.P.

GA AIV-1 B Interholdco, L.P.

GA AIV-1 B Interholdco (GS), L.P.

GA AIV-1 A Interholdco (GS), L.P.

General Atlantic Partners (Bermuda) HRG II, L.P.

General Atlantic (SPV) GP (Bermuda), LLC

Trident VII, L.P.

Trident VII Parallel Fund, L.P.

Trident VII DE Parallel Fund, L.P.

Trident VII Professionals Fund, L.P.

Trident Capital VII, L.P.

Stone Point GP Ltd.

Stone Point Capital LLC

(Names of Persons Filing Statement)

Common Stock, Par Value $0.001 per share

Common Stock: 433537107

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

This Amendment No. 3 (“Amendment No. 3 ”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended hereby, this “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) HireRight Holdings Corporation (“HireRight” or the “Company”), a Delaware corporation and the issuer of the common stock, par value $0.001 per share (the “Shares”), that is subject to the Rule 13e-3 transaction, (ii) Hearts Parent, LLC, a Delaware limited liability company (“Parent”), (iii) Hearts Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iv) General Atlantic, L.P., a Delaware limited partnership, (v) GAP (Bermuda) L.P., a Bermuda exempted limited partnership, (vi) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership, (vii) General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership, (viii) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership, (ix) General Atlantic GenPar, L.P., a Delaware limited partnership, (x) General Atlantic (Lux) S.à.r.l., a Luxembourg private limited liability company, (xi) GAP Coinvestments III, LLC, a Delaware limited liability company, (xii) GAP Coinvestments IV, LLC, a Delaware limited liability company, (xiii) GAP Coinvestments V, LLC, a Delaware limited liability company, (xiv) GAP Coinvestments CDA, L.P., a Delaware limited partnership, (xv) General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership, (xvi) General Atlantic Partners (Lux), SCSp, a Luxembourg special limited partnership, (xvii) General Atlantic Partners AIV-1 A, L.P., a Delaware limited partnership, (xviii) General Atlantic Partners AIV-1 B, L.P., a Delaware limited partnership, (xix) General Atlantic (SPV) GP, LLC, a Delaware limited liability company, (xx) General Atlantic Partners 100, L.P., a Delaware limited partnership, (xxi) General Atlantic (HRG) Collections, L.P., a Delaware limited partnership, (xxii) GAPCO AIV Holdings, L.P., a Delaware limited partnership, (xxiii) GAPCO AIV Interholdco (GS), L.P., a Delaware limited partnership, (xxiv) GA AIV-1 B Interholdco, L.P., a Delaware limited partnership, (xxv) GA AIV-1 B Interholdco (GS), L.P., a Delaware limited partnership, (xxvi) GA AIV-1 A Interholdco (GS), L.P., a Delaware limited partnership, (xxvii) General Atlantic Partners (Bermuda) HRG II, L.P., a Bermuda exempted limited partnership, (xxviii) General Atlantic (SPV) GP (Bermuda), LLC, a Bermuda limited liability company (together with Filing Persons (iv) through (xxvii), “General Atlantic”), (xxix) Trident VII, L.P., a Cayman Islands exempted limited partnership, (xxx) Trident VII Parallel Fund, L.P., a Cayman Islands exempted limited partnership, (xxxi) Trident VII DE Parallel Fund, L.P., a Delaware limited partnership, (xxxii) Trident VII Professionals Fund, L.P., a Cayman Islands exempted limited partnership, (xxxiii) Trident Capital VII, L.P., a Cayman Islands exempted limited partnership, (xxxiv) Stone Point GP Ltd., a Cayman Islands exempted company with limited liability and (xxxv) Stone Point Capital LLC, a Delaware limited liability company (together with Filing Persons (xxix) through (xxxiv), “Stone Point”). Parent, Merger Sub, General Atlantic and Stone Point are Filing Persons of this Transaction Statement because they may be deemed to be affiliates of the Company under the SEC rules governing “going-private” transactions.

On February 15, 2024, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions and on the terms set forth therein, Merger Sub will merge with and into the Company, with the Company as the surviving corporation (the “Merger”). Concurrently with the filing of this Amendment No. 3 , the Company is filing with the SEC its definitive Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company (the “Special Meeting”) at which the stockholders of the Company will consider and vote upon a proposal to (i) approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger and (ii) a proposal to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The adoption of the Merger Agreement will require the affirmative vote of (i) the holders of a majority of the voting power of all outstanding Shares entitled to vote, outstanding as of the close of business on the record date for the Special Meeting and (ii) the holders of a majority of the outstanding shares of Company common stock held by the Unaffiliated Stockholders entitled to vote thereon. A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i) and incorporated herein by reference. A copy of the Merger Agreement is attached hereto as Exhibit (d)(i) and is also included as Annex A to the Proxy Statement and incorporated herein by reference.

Under the terms of the Merger Agreement, and subject to the conditions thereof, at the effective time of the Merger (the “Effective Time”), among other things, each Share outstanding immediately prior to the Effective

Time, other than as provided below, will be converted into the right to receive $14.35 in cash (the “Merger Consideration”), without interest and less any applicable withholding taxes. The following Shares will not be converted into the right to receive the Merger Consideration in connection with the Merger: (i) Shares held by the Company as treasury stock or otherwise, (ii) Shares owned by Parent, Merger Sub and any of their subsidiaries (including the Shares held of record by the Sponsor Stockholders) and (iii) Shares that are issued and outstanding immediately prior to the Effective Time and that have not been voted in favor of the adoption of the Merger Agreement or consented thereto in writing and whose holders have properly exercised and validly perfected appraisal rights with respect to such Shares in accordance with, and who have complied with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), a copy of which is attached hereto as Exhibit (f) and is also included as Annex F to the Proxy Statement and incorporated herein by reference.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes and appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes and appendices thereto.

Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.

The information concerning the Company contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any Filing Person.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“PARTIES TO THE MERGER”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“THE SPECIAL MEETING - Voting”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Market Price of Shares of Company Common Stock and Dividends”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Security Ownership of Certain Beneficial Owners and Management”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Market Price of Shares of Company Common Stock and Dividends”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Market Price of Shares of Company Common Stock and Dividends”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Dividends”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Prior Public Offerings”

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Stock Repurchases”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Certain Transactions in the Shares of Company Common Stock”

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. HireRight Holdings Corporation is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“PARTIES TO THE MERGER”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT”

“OTHER IMPORTANT INFORMATION REGARDING THE PURCHASER FILING PARTIES”

(a)(1) Material Terms. Tender Offers. Not Applicable.

(a)(2) Material Terms. Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS - Financing of the Merger”

“SPECIAL FACTORS - Accounting Treatment”

“THE MERGER AGREEMENT”

“THE SPECIAL MEETING - Vote Required”

Annex A - Agreement and Plan of Merger

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Financing of the Merger”

“SPECIAL FACTORS - Support Agreements”

“THE MERGER AGREEMENT - Employee Benefits”

Annex A - Agreement and Plan of Merger

Annex B - General Atlantic Support Agreement

Annex C - Stone Point Support Agreement

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS - Appraisal Rights”

“THE MERGER AGREEMENT - Merger Consideration”

“THE SPECIAL MEETING - Appraisal Rights”

“THE MERGER (THE MERGER AGREEMENT PROPOSAL - PROPOSAL 1) - Appraisal Rights”

Annex A - Agreement and Plan of Merger

Annex F - Section 262 of the DGCL

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“PROVISIONS FOR UNAFFILIATED STOCKHOLDERS”

(f) Eligibility for Listing or Trading. Not Applicable.

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Certain Transactions in the Shares of Company Common Stock”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex A - Agreement and Plan of Merger

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Financing of the Merger”

“SPECIAL FACTORS - Limited Guarantees”

“SPECIAL FACTORS - Support Agreements”

“THE MERGER AGREEMENT”

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“THE MERGER AGREEMENT”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Intent of the Directors and Executive Officers to Vote in Favor of the Merger”

“SPECIAL FACTORS - Intent of the Purchaser Filing Parties to Vote in Favor of the Merger”

“SPECIAL FACTORS - Financing of the Merger”

“SPECIAL FACTORS - Limited Guarantees”

“SPECIAL FACTORS - Support Agreements”

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Certain Transactions in the Shares of Company Common Stock”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Stockholders Agreement”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex A - Agreement and Plan of Merger

Annex B - General Atlantic Support Agreement

Annex C - Stone Point Support Agreement

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

“SPECIAL FACTORS - Exchange and Payment Procedures”

“THE MERGER AGREEMENT”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A - Agreement and Plan of Merger

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Intent of the Directors and Executive Officers to Vote in Favor of the Merger”

“SPECIAL FACTORS - Intent of the Purchaser Filing Parties to Vote in Favor of the Merger”

“SPECIAL FACTORS - Financing of the Merger”

“SPECIAL FACTORS - Limited Guarantees”

“SPECIAL FACTORS - Support Agreements”

“THE MERGER AGREEMENT”

“THE SPECIAL MEETING”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A - Agreement and Plan of Merger

Annex B - General Atlantic Support Agreement

Annex C - Stone Point Support Agreement

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Certain Effects on HireRight if the Merger is Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

Annex D - Opinion of Centerview Partners LLC

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Certain Conflicts Disclosure”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Plans for HireRight After the Merger”

“SPECIAL FACTORS - Certain Effects of the Merger”

“SPECIAL FACTORS - Certain Effects on HireRight if the Merger is Not Completed”

“SPECIAL FACTORS - Financing of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS - Fees and Expenses”

“SPECIAL FACTORS - Accounting Treatment”

“SPECIAL FACTORS - Exchange and Payment Procedures”

“THE MERGER AGREEMENT”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A - Agreement and Plan of Merger

(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law”

“SPECIAL FACTORS - Certain Conflicts Disclosure”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“THE MERGER AGREEMENT”

Annex D - Opinion of Centerview Partners LLC

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“THE MERGER AGREEMENT - Conditions to the Closing of the Merger”

“THE SPECIAL MEETING - Record Date and Quorum”

“THE SPECIAL MEETING - Vote Required”

“THE SPECIAL MEETING - Voting”

“THE SPECIAL MEETING - How to Vote”

“THE SPECIAL MEETING - Proxies and Revocation”

Annex A - Agreement and Plan of Merger

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“THE MERGER AGREEMENT - Solicitation of Other Offers”

“THE MERGER AGREEMENT - Recommendation Changes”

Annex A - Agreement and Plan of Merger

(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex D - Opinion of Centerview Partners LLC

(a), (b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS - Financing of the Merger”

“SPECIAL FACTORS - Limited Guarantees”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Exchange and Payment Procedures”

“THE MERGER AGREEMENT - Effect of the Merger”

“THE MERGER AGREEMENT - Closing and Effective Time”

“THE MERGER AGREEMENT - Conduct of Business Pending the Merger”

“THE MERGER AGREEMENT - Conditions to the Closing of the Merger”

Annex A - Agreement and Plan of Merger

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS - Fees and Expenses”

“THE MERGER AGREEMENT - Termination of the Merger Agreement”

“THE MERGER AGREEMENT - Termination Fees”

“THE MERGER AGREEMENT - Fees and Expenses”

“THE SPECIAL MEETING - Solicitation of Proxies; Payment of Solicitation Expenses”

Annex A - Agreement and Plan of Merger

(d) Borrowed Funds.

“SPECIAL FACTORS - Financing of the Merger”

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Support Agreements”

“THE SPECIAL MEETING - Record Date and Quorum”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Security Ownership of Certain Beneficial Owners and Management”

Annex B - General Atlantic Support Agreement

Annex C - Stone Point Support Agreement

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Support Agreements”

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Stock Repurchases”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Certain Transactions in the Shares of Company Common Stock”

Annex A - Agreement and Plan of Merger

Annex B - General Atlantic Support Agreement

Annex C - Stone Point Support Agreement

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“SPECIAL FACTORS - Intent of the Directors and Executive Officers to Vote in Favor of the Merger”

“SPECIAL FACTORS - Intent of the Purchaser Filing Parties to Vote in Favor of the Merger”

“SPECIAL FACTORS - Support Agreements”

“THE SPECIAL MEETING - Record Date and Quorum”

“THE SPECIAL MEETING - Voting Intentions of HireRight’s Directors and Executive Officers”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Directors and Executive Officers of HireRight”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Security Ownership of Certain Beneficial Owners and Management”

Annex B - General Atlantic Support Agreement

Annex C - Stone Point Support Agreement

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Notice Regarding Ratification Under Section 204 of the Delaware General Corporation Law”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“SPECIAL FACTORS - Purpose and Reasons of the Purchaser Filing Parties for the Merger”

(a) Financial Information. The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2023 and 2022 are incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 12, 2024 (see “Item 8. Financial Statements and Supplementary Data” beginning on page 81).

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Book Value per Share”

“OTHER IMPORTANT INFORMATION REGARDING HIRERIGHT - Selected Historical Consolidated Financial Data”

“WHERE YOU CAN FIND MORE INFORMATION”

(b) Pro Forma Information. Not Applicable.

(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Certain Conflicts Disclosure”

“SPECIAL FACTORS - Purpose and Reasons of HireRight for the Merger; Recommendation of the HireRight Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS - Fees and Expenses”

“THE SPECIAL MEETING - Solicitation of Proxies; Payment of Solicitation Expenses”

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS - Background of the Merger”

“SPECIAL FACTORS - Interests of Executive Officers and Directors of HireRight in the Merger”

“THE SPECIAL MEETING”

“THE SPECIAL MEETING - Solicitation of Proxies; Payment of Solicitation Expenses”

(b) Golden Parachute Compensation. Not applicable.

(c) Other Material Information. The entirety of the Proxy Statement, including all annexes and appendices thereto, is incorporated herein by reference.

The following exhibits are filed herewith:

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 17 , 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 17 , 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 17 , 2024

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 17 , 2024