DUBLIN,
Calif., July 31, 2023 /PRNewswire/ -- TriNet
Group, Inc. (NYSE: TNET), a leading provider of
comprehensive and flexible human capital management (HCM) solutions
for small and medium-size businesses
(SMBs), today announced its plan to launch a fixed
price tender offer (the "Tender Offer") to repurchase approximately
$640 million in value of shares of
TriNet common stock (the "shares") at a price of $107.00 per share, which is expected to commence
on August 1, 2023. In addition, the
Company signed a separate agreement on July
30, 2023 (the "Repurchase Agreement") to repurchase a
minimum of approximately $360 million
in value of shares from affiliates of its largest stockholder,
Atairos Group, Inc. (collectively, "Atairos"). Assuming the Tender
Offer is fully subscribed, both transactions together will result
in the repurchase of approximately $1
billion in shares.
"Today is an exciting day for TriNet as we announce our
intention to launch transactions to buy back $1 billion of TriNet stock," said Burton M. Goldfield, TriNet's President and CEO.
"For some time, we have believed that TriNet's stock represents
significant value, especially in light of our recent financial and
operating performance. With our optimism around our long-term
outlook, we believe now is a great time to take bold action around
our capital structure."
"We have long valued Atairos' share ownership and Board of
Directors participation," Goldfield continued. "As a part of these
buybacks, Atairos intends to maintain its current approximate pro
rata percentage ownership, but has also agreed to sell additional
shares if our tender offer is undersubscribed, potentially reducing
their ownership to no less than 30%. We welcome their continued
ownership and Board participation."
"TriNet is a dynamic growth company with a proven business model
and strong corporate cash flows," said Kelly Tuminelli, TriNet's Chief Financial
Officer. "Through this action, we are using our financial resources
to reduce TriNet's overall weighted average cost of capital. This
is in line with our recently announced financial policy, while
accreting long term value for all of our shareholders."
The Tender Offer will provide that the Company repurchase for
cash up to 5,981,308 shares (representing approximately
$640 million in value of shares) at a
price of $107.00 per share (the
"Purchase Price"), less any applicable withholding taxes and
without interest. The Tender Offer is expected to commence on
August 1, 2023 and expire at 12:00
midnight, New York City time, at
the end of the day on August 28, 2023
(the "Expiration Date"), unless extended or terminated.
The Repurchase Agreement, which was executed on July 30, 2023, provides that TriNet will
repurchase for cash a minimum of 3,364,486 shares (representing
approximately $360 million in value
of shares) from Atairos at the purchase price set forth in the
Tender Offer, but not less than $107.00 per share (the "Atairos Commitment
Amount"). Atairos beneficially owns 21,450,259 shares as of the
date hereof (representing approximately 36% of the Company's
outstanding shares as of July 27,
2023) and, assuming the full subscription of the Tender
Offer, Atairos will continue to own approximately 36% of the
Company's outstanding shares following the repurchase.
If the Tender Offer is not fully subscribed, but at least
3,644,859 shares are properly tendered and not properly withdrawn
pursuant to the Tender Offer, Atairos has agreed to increase the
number of shares to be sold to the Company under the Repurchase
Agreement and will sell an additional number of shares equal to the
difference between the number of shares offered to be repurchased
pursuant to the Tender Offer and the number of shares actually
repurchased in the Tender Offer such that the total share value of
both transactions remains $1 billion;
provided that such increase does not cause Atairos to beneficially
own less than 33% of the Company's outstanding shares immediately
following the closing of the Share Repurchase (taking into account
the shares purchased in the Tender Offer), which percent may be
further reduced to 30% at Atairos' sole discretion. If the
Tender Offer is not fully subscribed and fewer than 3,644,859
shares are properly tendered and not properly withdrawn pursuant to
the Tender Offer, the Company will repurchase that number of shares
properly tendered and not properly withdrawn pursuant to the Tender
Offer and, unless Atairos agrees to further reduce its ownership
level, the Company will repurchase only the Atairos Commitment
Amount from Atairos under the Repurchase Agreement.
The Share Repurchase is expected to close on the 11th business
day following the Expiration Date, or September 13, 2023. The Share Repurchase is
conditioned upon, among other matters, the completion of the Tender
Offer, which, in turn, is subject to certain conditions, including
the receipt of financing. These transactions will be made under
TriNet's $1 billion stock repurchase
program increase announced on July 26,
2023.
Assuming that the conditions to the Tender Offer are satisfied
or waived and the Tender Offer is fully subscribed, the Company
would purchase 5,981,308 shares pursuant to the Tender Offer and
3,364,486 shares pursuant to the Share Repurchase for an
aggregate of 9,345,794 shares, representing approximately 16% of
the Company's outstanding shares as of July
27, 2023.
The Tender Offer and the Share Repurchase have been authorized
and approved by the Company's Board of Directors, the Finance and
Audit Committee of the Board of Directors and the members of the
Board of Directors who are independent of Atairos. However, neither
the Company nor any member of the Board of Directors has made, or
is making, any recommendation to stockholders as to whether they
should tender or refrain from tendering their shares. Stockholders
must make their own decision as to whether to tender their shares
and, if so, how many shares to tender. Stockholders are urged to
discuss their decisions with their tax advisor, financial advisor
and/or broker.
Certain Information Regarding the Tender Offer
The information in this press release describing the Tender
Offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares in the
Tender Offer. TriNet has not yet commenced the Tender Offer
described herein, and there can be no assurance that TriNet will
commence the Tender Offer on the terms described in this press
release. The Tender Offer will be made only pursuant to the Offer
to Purchase and the related materials that the Company will file
with the SEC, and will distribute to its stockholders, as they may
be amended or supplemented, on the commencement date of the Tender
Offer. Stockholders should read the Offer to Purchase and related
materials carefully and in their entirety because they will contain
important information, including the terms and conditions of the
Tender Offer. When they are available, stockholders of the Company
may obtain a free copy of the Tender Offer statement on Schedule
TO, the Offer to Purchase and other documents that the Company will
file with the SEC from the SEC's website at www.sec.gov. When they
are available, stockholders also will be able to obtain a copy of
these documents, without charge, from D.F. King & Co., Inc.,
toll free at (800) 431-9643. Stockholders are urged to carefully
read all of those materials when they become available prior to
making any decision with respect to the Tender Offer.
About TriNet
TriNet (NYSE: TNET) provides small and medium-size businesses
with full-service industry-specific HR solutions, providing both
professional employer organization and human resources information
system services. TriNet offers access to human capital expertise,
benefits, risk mitigation, compliance, payroll, and R&D tax
credit services, all enabled by industry-leading technology.
TriNet's suite of products also includes services and
software-based solutions to help streamline workflows by connecting
HR, benefits, employee engagement, payroll and time &
attendance. Rooted in more than 30 years of supporting
entrepreneurs and adapting to the ever-changing modern workplace,
TriNet empowers SMBs to focus on what matters most-growing their
business and enabling their people.
Forward Looking Statements
This press release contains forward-looking statements that are
based on TriNet's current expectations. Such statements include
TriNet's plan to initiate the Tender Offer and ability to complete
the Share Repurchase on the terms and timing described herein, or
at all. Such forward-looking statements are subject to certain
risks, uncertainties and assumptions, including investor demand,
market conditions, customary closing conditions and other factors.
There can be no assurance that TriNet will complete the Share
Repurchase or initiate the Tender Offer. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those expected. More information about potential risk
factors that could affect TriNet and its results is included in
TriNet's filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended
December 31, 2022 and its Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2023 and June
30, 2023. TriNet does not assume any obligation to update
the forward-looking information contained in this press
release.
Media Contacts:
|
Investor Relations Contact:
|
Renee Brotherton / Josh
Gross
|
Alex Bauer
|
renee.brotherton@trinet.com /
josh.gross@trinet.com
|
investorrelations@trinet.com
|
(408) 646-5103 / (347)
432-8300
|
(510)
875-7201
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/trinet-group-inc-announces-intention-to-launch-a-combined-1-billion-fixed-price-tender-offer-and-repurchase-from-atairos-each-at-a-price-of-107-per-share-of-common-stock-301889186.html
SOURCE TriNet Group, Inc.