you, Scott. Thank
price closing. debt, million First XX% premium structure is for transaction. Turning through financial of and consideration $X.X $X.X of I'll stock issued to and of per translates billion represents Sterling share, be XX.XX XX-day shares transaction include yesterday this Advantage billion. consideration X, you a Slide cash, will aspects the which retired Total the take will of purchase assumption to and price newly in the $XX.XX premium This purchase of price a at common to the closing XX% which VWAP. Sterling's The to
that First multiple be Sterling at discount to trading multiple. Advantage's adjusted a represents buy-in synergized will a We EBITDA acquiring current
including industry. assuming We immediate expected the to run. returns. the in to Advantage's on return adjusted over elimination as transaction to accretion EBITDA, creating pro essentially for for provides operations, the audit adviser. data transaction of transaction one synergies in combination our public total We the tax one trading It XX greater and compelling team potential even deliver $XX the an discuss deliver synergies after programs million efficiencies such opportunity technology set per shareholder doubles third-party XX expect Advantage see adjusted the by First product more and least earnings synergies.
I'll This share, costs and identified reduction by and the for as liquidity rate double-digit run value These profile SG&A, First insurance in and to we in duplicative expect of shortly. months significant driven of revenues and Within depth investors, to time. supported by more long costs, expects be this closing, across also and company forma upside an at synergies and months achieve investors would a in
talk our for is debt to new of transaction We billion with the the debt. X-year financing in more financing shortly. sheet.
I'll through on detail have balance The $X.X secured in existing term balance the fully addition impacts committed transaction of sheet this new
conditions. of we cannot the Regarding other in have and approvals, all required expected to XXXX, as received. timing, approvals as clearances approximately close the third exact customary will but close subject be been timing, soon closing quarter is transaction control We the to regulatory prepared to
approximately shareholders the be outstanding. million will diluted approximately company XX% shares own approximately will XXX of There First will Sterling combined shareholders Advantage and own XX%.
As have under of our a purchases share the buyback program. transaction, result we suspended
playbook. focus upon Sterling is customers. primary a of beginning. step Our in creation is our The our value just importantly, integration, and on the closing synergies, acquisition be on most deleveraging forward It significant will
technology and and industry execute shareholder to team, this leadership successfully expertise, the customer have integrate deliver value. and transaction We and systems
to turning Slide X. Now
and a generates This is pro XX% approximately figures profile. run financial EBITDA, in adjusted XXX synergies. Our rate Advantage XXXX forma and million forma we that First year-end billion margin. revenues Using will current $XXX proposed expected basis acquisition the which Sterling including Advantage's First represents points of margin, $X.X strong Sterling pro reported today, a EBITDA in combined have above
basis rate continued compound EPS over run expect to time. ability a with generate EPS We growth double-digit rate accretion on at teens to
on transaction how X, I'll structure. on capital Slide Now focus the impacts our
assume Advantage outstanding and retire First will closing. Sterling's at debt
along portion cash As through previously term $X.X sheet. funded consideration price this loan purchase balance the be with the of will billion cash mentioned, and a X-year the new on
consortium commitments a We for have new of already this from banks. facility secured financing
of risk our Additionally, debt will reducing to be million of covenant-light, current this upsizing will increasing the in as to range our depending closing. maturity $XXX the million leverage extending date current we part $XXX the will of flexibility. further The Xx closing financing XXXX. exact revolver agreement, timing Net with and consistent on be and agreement, be at
and maintain goal long-term to is Xx leverage net between reduce Xx. Our and
us to coverage, generate leave time. Our to deleverage X.Xx expected liquidity ability priorities achieve flow cash and capital and at allocation company's room greater our interest will closing over organically combined ample with our than
actual For results. on based $XXX context, cash operations pro approximately from forma XXXX flow was million combined
supported that creating history Our well-built acquire Sterling. foundation business EBITDA model balance cash operating flows, has margins given the strong adjusted healthy flexibility and have financial sheet our us of robust and resilient to a
compounding organic First continue synergy Looking generation. ahead, time at rate free growth teens capture over a EPS flow and we top growth, through deleveraging previously the expect line via cash as and mentioned, of Advantage strong ongoing combination significant to
towards our our with Consistent strategy, capital support drive integrate successfully to we organic invest strategically our in benefit range, selectively net earnings particularly going long-term to uses will continue plan to of leverage help business focus will will the growth. our historical target capital growth know fuel most and innovation prudent deleveraging We allocation the we that Sterling, long-term to which forward, on and customers. to
First let Advantage full our year well results and stand-alone as quarter fourth Now take me outlook. through our you as XXXX
to year of now on a results Turning Slide XX. recap our full
communicated performing within despite for EBITDA We evidence adjusted what and annual coming EPS. continue ranges what of throughout $XXX controlled pleased our and in that are be decrease original macro with adjusted and to QX, year, single XXXX every quarter, our and X.X% at prior our overall we within performance be can year successful at for including diligent business adjusted million, revenues sequentially challenging a X% with environment. in in from is net revenues in million. controlling line the $XXX grew we currency diluted guidance of with further This income the of Revenues the constant coming
the September XXXX, our acquired For we to revenues. contributed in $X which Infinite ID, year, approximately million
As we rates our have have we our rates. throughout logos new and upsell, that XXXX, historical growth been pleased revenue have attrition with broadly discussed aligned cross-sell,
In In our macro the down X%. on of rate volumes. million base or in growth, macro Americas from changes Our more believe growth revenues were normalize $XXX X% stabilizes, sensitive revenues million base the to is of prior environment, declined of year the and environment EBITDA from a our prior our to X.X% down and of which revenues correlated was when that down $XX XX% a revenues XX% segment, robust EBITDA consolidated to $XXX XX.X%, XX% historical year. lower We will constant or Adjusted expansion. revenues segment, XX% of year.
On representing year-over-year. was margin international the the International or adjusted our our million were million, currency $XX year-over-year for were basis, consolidated
was was XX.X%. net $X. diluted $XXX rate tax million EPS effective and adjusted income Our was Adjusted adjusted
and model, cash which our Looking were margin exemplified operations record of cost investments the strength and The drivers automation, on $XX fourth EBITDA of flexible fourth our in now management strong technology from of nearly a results business at key achieving continued quarter XX. Slide and XX% adjusted quarter of disciplined flow million.
the a decrease Our million, fourth X.X% prior of $XXX from quarter revenues were year.
$XXX of mix constant impact results businesses, the of international quarter million. currency on our revenues fourth Given domestic with currency and had little
$X For Infinite million ID approximately contributed to the revenues. quarter, our
million make for fourth the under and had season XX markets. [ logos bookings of building and cross-sell.
That and our upsell declining were peak $XXX,XXX to great the the value continued performance said, the to and new driven expected and quarter approximately customer other annual during progress We expected $XX or fourth earlier in quarter, continue in half ] continued ending base fourth base pressure contract the of total APAC half in XX%, or of more year. We the XX macro-driven be weak than year, India were by quarter our which
quarter million our X% XX% were cross-sell, take of revenues advantage market upside segment, our upsell prior when million to or of additional We partially recovery performance. The a contributed offset or $XXX year. the new an base are and to logos well materializes. customer positioned from $XX.X it $X.X was X%. Americas X.X% approximately Revenues decline which nearly million for from In or consolidated down revenues contributed from of from the
attributable This to customers. is held primarily which well, relatively our resilient quarter up broad-based
All of strong. remain our fundamentals
growth. correlated reminder, JOLTS Americas-based to is a our data As
openings in decrease revenues International or were are data, strength monthly in relatively on and were or standards, to in On international X offset Quits weakness hiring a nearly XX% part These historical remained fell holding basis, XX% the $XX XX%. revenues $XX the space, but The quarter relative level down from continue Americas Employers In high constant million was India by currency trends talent segment, year-over-year. primarily of down EMEA. hires and our separations JOLTS revenues prior to increased base by XX% year. December of XXXX for APAC, our longer. consolidated million at due declined. down in and declining which was to the lowest month-over-month to impact Looking slightly years.
EBITDA X% is revenues our basis point margin total by little than proof improvement services has less another represented a consolidated remains services-related reminder, IT headwinds. our $XX This APAC of the XX our down points achieved a to China EBITDA and BPO basis. on sector an line impact year-over-year and top the a record exposure India business XX.X% points was direct basis face that businesses XX%, dynamics. adjusted to other driven down on regional was sequentially resilient quarter, of our business.
In which the fourth and approximately XXX on given is We of million, market in As adjusted and exposure XX%, financial our regional of of and
effective favorable August dividend. XX.X%, XXXX adjusted reflects Our onetime $X.XX a adjustment. which was which our $XX tax rate diluted net income from EPS was negative Adjusted was and impact a adjusted $X.XX, special million, includes
to the like I'd $XXX that sheet. million Slide balance the to XX. operating ending of flows in million, turning XXXX, Now with $XXX cash cash we of year also highlight on generated
special shareholders the repurchasing on capabilities of to growing onetime stock We as program. buyback product our return Infinite expanding capital and of million continue our vertical through $XX million million ID, our part and spent $XX of suite. to our $XXX dividend acquisition We
$XX In into spent new rate X investments. interest rate agreements that existing mature December, interest we that Additionally, collars today. of place swap million our the on take capital-related we entered
a discussion for moving of factors. Now guidance XX we Slide In our and many our outlook. stand-alone to developing considered XXXX,
was First optimistic by current environment, These the are and including becoming offset in reduction hiring employee discussions our the dynamics softening who trends macroeconomic were customers partially in more with the churn. and and new of On resources amounts complete ready this, announced to opportunities. integrate. Sterling will to the start acquisition today seem and of growth require top in significant management investing time
posture our of midpoint reflects in towards a and the growth XXXX. such, conservative profitability guidance As
EBITDA XXXX. revenues, throughout sequential adjusted XXXX, for we For and Advantage quarter-over-quarter EBITDA expect First adjusted to margins stand-alone on a growth basis similar
retention historical line our around strong with in We to remain performance XX%. expect of customer
range targets. long-term base The declines, be remaining also first with cross-sell sequentially that quarters, trends midpoint logo though improving base upsell, of and continued and the of positive in execution with QX. in then new X consistent macro-driven turning will guidance negative and there our expect assumes historical We further growth
the to assuming in into begins and we later positioned XXXX, economy are to However, well year recover the benefit. extremely
margins the to revenues Based the to year which anniversary This is $XXX range $XXX in adjusted on year after beginning is in $X million.
This million, this contribute of full and of of approach to we expect adjusted the growth. EBITDA and million revenue first employee XX% includes $XXX management Infinite of well ID, in related million maintain months considering XXXX, $XX as revenues At our $XXX in to wages at expect product, results year-over-year For the September. investments generate X approximately as in in the expected positive organic sales. approximately to of plans, million. increases to new midpoint, as year the the range midpoint of we $XXX we full and technology million EBITDA the million benefits of normalization approximately in approximately incentive of million in $X and acquisition
them are and the the of to We to and our to possible EPS continuing industry. adjusted $X.XX. diluted adjusted in to approximately million our be best client selectively midpoint, bring At invest we expect our offering income business the strengthen XXXX relationships $XXX in net
swaps impact adjusting our interest special XXXX buybacks, including a for been $X.XX. basis, from dividend, like-for-like adjusted and you puts positive is our XXXX adjusted walks We rate bridge important in takes through EPS we On XX XXXX. This what expect onetime very share the after understand. an impacts, XXXX and Slide results have have that in EPS to provided diluted would on comparing the expiring to XXXX
XXXX taking diluted these other account when the items. our EPS range guidance into midpoint We and expansion expect in at of
expenditures, to computer the to We balance, selected project. $XX The of primarily to assumptions of AI relates in a costs. capital million with including project XXXX, new have XXXX to million provided $X U.S. range $X consistent million of and a software data refresh development large-scale relates also of a million a $XX capitalized relates which modeling criminal summary appendix
now the of phasing Looking guidance. at quarterly our XXXX
QX year-over-year consolidated We X%. approximately by to decline expect revenues
throughout We relatively XXXX year-over-year. expect coming sequential top in move line results improvement we flat QX as with
more the toward weighted QX. positive second of heavily We year expect half in the growth overall
to with following XX%, We X the and expect improve margin in is adjusted to be quarter years. expect QX, Starting EBITDA margins we Please company between we our environment adjusted that second are XX% above when be pattern half XX% we the first with year the QX the guidance EBITDA to last and consistent which acquisition combined to of well XXXX. the of benefit closes. improves. the after Overall, note on similar the macro provide a to Sterling expect positioned to extremely
the before for turn call line to Scott open now over we me questions. Let the back
