SEC Form SC 13G filed by First Advantage Corporation

$FA
Business Services
Consumer Discretionary
Get the next $FA alert in real time by email
SC 13G 1 d299377dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

First Advantage Corporation

(Name of Issuer)

Common stock, $0.001 par value per share

(Titles of Class of Securities)

31846B108

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 31846B108

 

  1    

  NAME OF REPORTING PERSON

 

  SLP Fastball Aggregator, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  - 0 -

   6  

  SHARED VOTING POWER

 

  89,557,840

   7  

  SOLE DISPOSITIVE POWER

 

  - 0 -

   8  

  SHARED DISPOSITIVE POWER

 

  89,557,840

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  89,557,840

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  58.6%

12  

  TYPE OF REPORTING PERSON

 

  PN

 

2


CUSIP No. 31846B108

 

  1    

  NAME OF REPORTING PERSON

 

  SLP V Aggregator GP, L.L.C.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  - 0 -

   6  

  SHARED VOTING POWER

 

  89,557,840

   7  

  SOLE DISPOSITIVE POWER

 

  - 0 -

   8  

  SHARED DISPOSITIVE POWER

 

  89,557,840

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  89,557,840

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  58.6%

12  

  TYPE OF REPORTING PERSON

 

  OO

 

3


Schedule 13G

CUSIP No. 31846B108

 

  1    

  NAME OF REPORTING PERSON

 

  Silver Lake Technology Associates V, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  - 0 -

   6  

  SHARED VOTING POWER

 

  89,557,840

   7  

  SOLE DISPOSITIVE POWER

 

  - 0 -

   8  

  SHARED DISPOSITIVE POWER

 

  89,557,840

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  89,557,840

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  58.6%

12  

  TYPE OF REPORTING PERSON

 

  PN

 

 

4


Schedule 13G

CUSIP No. 31846B108

 

  1    

  NAME OF REPORTING PERSON

 

  SLTA V (GP), L.L.C.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  - 0 -

   6  

  SHARED VOTING POWER

 

  89,557,840

   7  

  SOLE DISPOSITIVE POWER

 

  - 0 -

   8  

  SHARED DISPOSITIVE POWER

 

  89,557,840

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  89,557,840

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  58.6%

12  

  TYPE OF REPORTING PERSON

 

  OO

 

 

5


CUSIP No. 31846B108

 

  1    

  NAME OF REPORTING PERSON

 

  Silver Lake Group, L.L.C.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

  (a)  ☐        (b)  ☐

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

  SOLE VOTING POWER

 

  - 0 -

   6  

  SHARED VOTING POWER

 

  89,880,679

   7  

  SOLE DISPOSITIVE POWER

 

  - 0 -

   8  

  SHARED DISPOSITIVE POWER

 

  89,880,679

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  89,880,679

10  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  58.8%

12  

  TYPE OF REPORTING PERSON

 

  OO

 

6


Item 1(a). Name of Issuer:

First Advantage Corporation (“Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

1 Concourse Parkway NE, Suite 200 Atlanta, GA 30328

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed jointly by SLP Fastball Aggregator, L.P., a Delaware limited partnership (“SLP Fastball”), SLP V Aggregator GP, L.L.C. (“SLP V GP”), a Delaware limited liability company, Silver Lake Technology Associates V, L.P. a Delaware limited partnership (“SLTA V”), SLTA V (GP), L.L.C., a Delaware limited liability company (“SLTA V GP”), and Silver Lake Group, L.L.C., a Delaware limited liability company (“SLG”) (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an agreement of joint filing, a copy of which is attached hereto as Exhibit 1.

SLP V GP is the general partner of SLP Fastball. SLTA V is the managing member of SLP V GP. SLTA V GP is the general partner of SLTA V. SLG is the managing member of SLTA V GP.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Item 2(c). Citizenship:

See response to Item 4 of each of the cover pages and Item 2(a) above.

Item 2(d). Titles of Classes of Securities:

Common stock, $0.001 par value per share (“Common Stock”).

Item 2(e). CUSIP Number:

31846B108

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

  (a)

☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

 

  (b)

☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 

  (c)

☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 

  (d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

  (e)

☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

7


  (f)

☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

  (g)

☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

  (h)

☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

 

  (i)

☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

  (j)

Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

  (k)

☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership.

 

  (a)

Amount Beneficially Owned:

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G is incorporated by reference in its entirety into this Item 4.

The Reporting Persons may be deemed to beneficially own an aggregate of 89,880,679 shares of the Issuer’s Common Stock, consisting of (i) 89,557,840 shares of Common Stock held by SLP Fastball and (ii) 322,839 shares of Common Stock held by SLG, representing an aggregate of approximately 58.8% of the issued and outstanding shares of the Issuer’s Common Stock.

The percentages of beneficial ownership in this Schedule 13G are based on 152,875,076 shares of Common Stock of the Issuer outstanding as of November 10, 2021, as reflected in the prospectus filed by the Issuer’s filed with the Securities and Exchange Commission on November 12, 2021.

 

  (b)

Percent of Class:

See responses to Item 11 on each cover page and Items 2(a) and 4(a) above.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.

 

  (ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.

 

  (iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page and Items 2(a) and 4(a) above.

 

8


Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

 

9


SIGNATURE

After reasonable 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.

Dated: February 11, 2022

 

SLP FASTBALL AGGREGATOR, L.P.
By: SLP V Aggregator GP, L.L.C., its general partner
By: Silver Lake Technology Associates V, L.P., its managing member
By:  SLTA V (GP), L.L.C., its general partner
By:  Silver Lake Group, L.L.C., its managing member
By:   /s/ Andrew J. Schader
Name:   Andrew J. Schader
Title:   Managing Director and General Counsel
SLP V AGGREGATOR GP, L.L.C
By: Silver Lake Technology Associates V, L.P., its managing member
By:  SLTA V (GP), L.L.C., its general partner
By:  Silver Lake Group, L.L.C., its managing member
By:   /s/ Andrew J. Schader
Name:   Andrew J. Schader
Title:   Managing Director and General Counsel
SILVER LAKE TECHNOLOGY ASSOCIATES V, L.P.
By:  SLTA V (GP), L.L.C., its general partner
By:  Silver Lake Group, L.L.C., its managing member
By:   /s/ Andrew J. Schader
Name:   Andrew J. Schader
Title:   Managing Director and General Counsel


SLTA V (GP), L.L.C.
By: Silver Lake Group, L.L.C., its managing member

 

By:

  /s/ Andrew J. Schader
Name: Andrew J. Schader
Title: Managing Director and General Counsel
SILVER LAKE GROUP, L.L.C.
By:   /s/ Andrew J. Schader
Name: Andrew J. Schader
Title: Managing Director and General Counsel


Exhibit Index

 

Exhibit 1    Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.
Get the next $FA alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$FA

DatePrice TargetRatingAnalyst
12/11/2024$20.00Outperform
BMO Capital Markets
11/20/2024$22.00Overweight
Barclays
11/15/2024$22.00Outperform
RBC Capital Mkts
10/10/2024Outperform → Peer Perform
Wolfe Research
4/23/2024Outperform
William Blair
9/14/2023$17.00Outperform
Wolfe Research
3/1/2023$14.00 → $15.00Outperform → Sector Perform
RBC Capital Mkts
1/17/2023$14.50Buy → Neutral
BofA Securities
More analyst ratings

$FA
Press Releases

Fastest customizable press release news feed in the world

See more
  • First Advantage to Participate in Wolfe Research FinTech Forum

    ATLANTA, March 04, 2025 (GLOBE NEWSWIRE) -- First Advantage Corporation (NASDAQ:FA), a leading global provider of employment background screening, identity, and verification solutions, today announced that Company management will participate in a fireside chat at the Wolfe Research FinTech Forum in New York City at 8:00am ET on Tuesday, March 11, 2025. Company management will also host private meetings with investors throughout the day. The live webcast will be available on the First Advantage investor relations website at https://investors.fadv.com/news-events/events-presentations. Subsequent replays, to the extent available, will also be posted to the investor relations website for a li

    $FA
    Business Services
    Consumer Discretionary
  • First Advantage Reports Fourth Quarter and Full Year 2024 Results

    Full Year 2024 Highlights1 Revenues of $860.2 millionNet Loss of $(110.3) million, a net loss margin of (12.8)%, includes $130.5 million of expenses incurred related to the acquisition of Sterling Check Corp. ("Sterling")Adjusted Net Income of $123.7 millionAdjusted EBITDA of $249.3 million; Adjusted EBITDA Margin of 29.0%GAAP Diluted Net Loss Per Share of $(0.74), includes $0.66 per share of expenses incurred related to the Sterling acquisitionAdjusted Diluted Earnings Per Share of $0.82Cash Flows from Operations of $28.2 million; Adjusted Operating Cash Flows of $164.5 million, after adjusting for $136.3 million of cash costs directly associated with the Sterling acquisitionClosed the S

    $FA
    Business Services
    Consumer Discretionary
  • First Advantage to Release Fourth Quarter and Full Year 2024 Financial Results and Hold Investor Conference Call on February 27, 2025

    ATLANTA, Feb. 13, 2025 (GLOBE NEWSWIRE) -- First Advantage Corporation (NASDAQ:FA), a leading global provider of employment background screening, identity, and verification solutions, will issue its fourth quarter and full year 2024 financial results on Thursday, February 27, 2025 prior to the Company's earnings conference call, which will be held at 8:30 a.m. ET on the same day. Conference Call Details To participate in the conference call, please dial 800-445-7795 (domestic) or 785-424-1699 (international) approximately ten minutes before the 8:30 a.m. ET start. Please mention to the operator that you are dialing in for the First Advantage fourth quarter and full year 2024 earnings cal

    $FA
    Business Services
    Consumer Discretionary

$FA
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$FA
Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

See more

$FA
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$FA
SEC Filings

See more

$FA
Leadership Updates

Live Leadership Updates

See more
  • Ontellus Appoints Manish Nariwal as Chief Operating Officer

    HOUSTON, June 28, 2023 /PRNewswire/ -- Ontellus, one of the nation's largest records retrieval and claims intelligence companies, today announced the appointment of Manish Nariwal as Chief Operating Officer. In this role, Nariwal will oversee day-to-day business operations with a focus on continued growth, exceptional client services and product innovation. "Manish possesses deep expertise in the technologies that underpin our business and a track record of successfully running high-performing operations," said Vince Cole, CEO of Ontellus. "He is a valuable addition to our lea

    $FA
    Business Services
    Consumer Discretionary
  • First Advantage Expands Board of Directors with Appointment of Bridgett Price

    ATLANTA, June 17, 2022 (GLOBE NEWSWIRE) -- First Advantage Corporation (NASDAQ:FA), a leading global provider of technology solutions for screening, verifications, safety, and compliance related to human capital, today announced the appointment of Bridgett Price to the Board of Directors as an independent director and member of the Audit Committee. With the addition of Dr. Price, the Company's Board of Directors now has eight members. "We are very pleased to welcome Bridgett as an independent director," said Joe Osnoss, Chairman of the Board. "Bridgett's impressive experience as a human resources leader across geographies and sectors provides her with valuable perspectives on how clie

    $FA
    Business Services
    Consumer Discretionary
  • The Real Brokerage Inc. Appoints Katharine Mobley as Chief Marketing Officer

    Award-Winning Strategic Marketing Executive to Grow Brokerage's Brand NEW YORK and TORONTO, Nov. 8, 2021 /PRNewswire/ -- The Real Brokerage Inc. ("Real" or the "Company") (TSXV:REAX) (NASDAQ:REAX), an international, technology-powered real estate brokerage, today announced that Katharine Mobley will join its management team as Chief Marketing Officer. Mobley will be responsible for driving brand awareness, increasing agent visibility and leading investor relations. As a proven global brand builder and thought leader Mobley aims to expand Real's national and international footprint. Additionally, as Chief Marketing Officer, Mobley will be instrumental in other corporate initiatives such as

    $FA
    $REAX
    Business Services
    Consumer Discretionary
    Real Estate
    Finance

$FA
Financials

Live finance-specific insights

See more
  • First Advantage to Release Fourth Quarter and Full Year 2024 Financial Results and Hold Investor Conference Call on February 27, 2025

    ATLANTA, Feb. 13, 2025 (GLOBE NEWSWIRE) -- First Advantage Corporation (NASDAQ:FA), a leading global provider of employment background screening, identity, and verification solutions, will issue its fourth quarter and full year 2024 financial results on Thursday, February 27, 2025 prior to the Company's earnings conference call, which will be held at 8:30 a.m. ET on the same day. Conference Call Details To participate in the conference call, please dial 800-445-7795 (domestic) or 785-424-1699 (international) approximately ten minutes before the 8:30 a.m. ET start. Please mention to the operator that you are dialing in for the First Advantage fourth quarter and full year 2024 earnings cal

    $FA
    Business Services
    Consumer Discretionary
  • First Advantage Completes Acquisition of Sterling Check for $2.2 Billion

    Strengthens First Advantage's global reachExtends First Advantage's high-quality and cost-effective background screening, identity, and verification technology solutions for the benefit of both companies' customers across industry verticals and geographiesEnables increased investment in Artificial Intelligence and next-generation Digital Identification technologies for enhanced customer and applicant experience ATLANTA, Oct. 31, 2024 (GLOBE NEWSWIRE) -- First Advantage Corporation (NASDAQ:FA), a leading global provider of employment background screening, identity, and verification solutions, today announced that it has completed its acquisition of Sterling Check Corp. (the "transaction"

    $FA
    Business Services
    Consumer Discretionary
  • First Advantage to Release Third Quarter 2024 Financial Results and Hold Investor Conference Call on November 12, 2024

    ATLANTA, Oct. 22, 2024 (GLOBE NEWSWIRE) -- First Advantage Corporation (NASDAQ:FA), a leading provider of employment background screening, identity, and verification solutions, will issue its third quarter 2024 financial results on Tuesday, November 12, 2024 prior to the Company's earnings conference call, which will be held at 8:30 a.m. ET on the same day. Conference Call Details To participate in the conference call, please dial 800-445-7795 (domestic) or 785-424-1699 (international) approximately ten minutes before the 8:30 a.m. ET start. Please mention to the operator that you are dialing in for the First Advantage third quarter 2024 earnings call or provide the conference co

    $FA
    Business Services
    Consumer Discretionary

$FA
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more