Silver Lake sold 12.5 million First Advantage shares and signed a 30 day lock-up, and the same releases send up to 4.2 million more to its partners outside it

Up to 4,200,000 shares are about to leave Silver Lake's hands without touching the lock-up it has just signed.

First Advantage told the Securities and Exchange Commission on Wednesday that a secondary offering of its common stock by investment funds of Silver Lake Group had closed. The funds sold 12,500,000 shares at $22.20 to the public, which comes to $277.5m at the offer price. First Advantage sold nothing and receives none of the money.

The selling funds entered a 30 day lock-up with J.P. Morgan Securities, the sole underwriter on the deal. In the two press releases the company attached to the filing, they said they would distribute up to 4,200,000 shares to their limited partners on or about the closing date, and that those shares are not subject to the lock-up. That second block is a third of the size of the offering itself.

Who is not locked up

None of First Advantage's directors and officers is subject to any lock-up with the underwriter, the pricing release states. The restriction in this deal runs to the seller and to nobody else.

The mechanics

The shares were sold under a registration statement on Form S-3, file number 333-298190, which First Advantage filed on 10 August and which had become effective. The underwriting agreement of the same date runs between the company, SLP Fastball Aggregator, L.P. and J.P. Morgan Securities. Pricing was announced on 10 August. Closing was on 12 August. Two days.

Neither release says how much of First Advantage the funds still hold, and the filing does not say either.