DUBLIN,
Calif., Aug. 1, 2023 /PRNewswire/ -- TriNet
Group, Inc. (NYSE: TNET) ("TriNet" or the
"Company") announced today that it has commenced a fixed price
tender offer (the "Tender Offer") to 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 be funded with a
combination of cash on hand, the net proceeds from a proposed
private offering by the Company of senior notes that is exempt from
the registration requirements of the Securities Act of 1933, as
amended (the "Notes Offering"), and a drawdown of funds under the
Company's revolving credit facility, which is expected to be
upsized pursuant to an amendment to be entered into on or around
the closing date of the Notes Offering. On July 31, 2023, the closing price of the shares
was $105.23 per share. The Tender
Offer will 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.
On July 30, 2023, the Company
entered into a repurchase agreement (the "Repurchase Agreement")
with AGI-T, L.P., a Delaware
limited partnership, and A-A SMA, L.P., a Delaware limited partnership (both affiliates
of the Company's largest stockholder, Atairos Group, Inc., and
collectively, "Atairos"), which beneficially owned 21,450,259
shares of the Company's common stock (representing approximately
36% of the Company's outstanding shares) as of July 27, 2023. Pursuant to the Repurchase
Agreement, the Company agreed to purchase for cash 3,364,486 shares
(representing approximately $360
million in value of shares), as such number may be increased
pursuant to the Repurchase Agreement, from Atairos at the Purchase
Price (the "Share Repurchase"). If the Tender Offer is not fully
subscribed, but at least 3,644,859 shares (representing
approximately $390 million in value
of shares) are properly tendered and not properly withdrawn
pursuant to the Tender Offer, the 3,364,486 shares to be
repurchased from Atairos pursuant to the Repurchase Agreement will
be increased such that the Company repurchases from Atairos an
additional number of shares equal to the difference between (i)
5,981,308 shares, which is the maximum number of shares the Company
is offering to repurchase in the Tender Offer, and (ii) the number
of shares the Company repurchases pursuant to the Tender Offer;
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 percentage may be
further reduced to 30% at Atairos' sole discretion. If the Company
decides to exercise its right to accept for purchase pursuant to
the Tender Offer up to an additional 2% of its outstanding shares
without extending the Expiration Date (the "Two Percent Upsize
Option"), Atairos has agreed to proportionally increase the number
of shares it sells pursuant to the Share Repurchase, up to an
additional 429,005 shares, so as to continue to beneficially own
approximately 36% of the Company's outstanding shares immediately
following the closing of the Share Repurchase (taking into account
the shares purchased in the Tender Offer). 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 the
Company will repurchase only 3,364,486 shares from Atairos under
the Repurchase Agreement. Pursuant to the Repurchase Agreement,
Atairos has agreed that it will not, directly or indirectly,
purchase or sell shares from the date of the Repurchase Agreement
until the 11th business day after the Expiration Date. The Share
Repurchase is scheduled 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 Financing Condition,
which is disclosed in the Offer to Purchase.
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
$1.0 billion in value of shares),
representing approximately 16% of the Company's outstanding shares
as of July 27, 2023. If more than
5,981,308 shares are properly tendered in the Tender Offer and not
properly withdrawn, the Company reserves the right to exercise the
Two Percent Upsize Option. Unless indicated otherwise, the Offer to
Purchase assumes the Company will not exercise the Two Percent
Upsize Option. The Company also expressly reserves the right, in
its sole discretion, to purchase additional shares of its common
stock or to change the Purchase Price subject to applicable legal
and regulatory requirements. Any shares tendered may be withdrawn
prior to expiration of the Tender Offer. Stockholders that do not
wish to participate in the Tender Offer do not need to take any
action.
To tender shares, stockholders must follow the instructions
described in the "Offer to Purchase" and the "Letter of
Transmittal" that the Company is filing with the U.S. Securities
and Exchange Commission (the "SEC"). These documents contain
important information about the terms and conditions of the Tender
Offer.
The Tender Offer is not conditioned upon any minimum number of
shares being tendered. The Tender Offer will, however, be subject
to other conditions, including the Financing Condition. The
Company's Board of Directors, the Finance and Audit Committee of
the Company's Board (the "Finance and Audit Committee") and the
members of the Company's Board of Directors who are independent of
Atairos (the "Disinterested Directors"), believe the fixed price
tender offer is a mechanism that affords all stockholders with the
opportunity to obtain liquidity with respect to all or a portion of
their shares, without potential disruption to the share price and
the usual transaction costs inherent in open market purchases and
sales, and also affords stockholders the option not to participate
and, thereby, to increase their relative percentage interest in the
Company.
While the Board of Directors, the Finance and Audit Committee
and the Disinterested Directors have each authorized the Tender
Offer and the Share Repurchase, 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. In addition, none of the
Dealer Managers, the Information Agent, the Depositary or any of
the Company's or their respective affiliates made, or is making,
any recommendation to stockholders as to whether stockholders
should tender or refrain from tendering their shares. No person is
authorized to make any such recommendation. Stockholders must make
their own decisions as to whether to tender their shares and, if
so, how many shares to tender. In doing so, stockholders should
carefully read all of the information in, or incorporated by
reference in, the Offer to Purchase, in the related Letter of
Transmittal and in the other Tender Offer materials, including the
purposes and effects of the Tender Offer. Stockholders are urged to
discuss their decisions with their own tax advisors, financial
advisors and/or brokers.
The Company's directors, executive officers and affiliates are
entitled to participate in the Tender Offer on the same basis as
all other stockholders. Certain of the Company's directors and
executive officers, including the Chairperson of the Board of
Directors and the Chief Executive Officer, have each advised the
Company that they currently intend to participate in the Tender
Offer, but none of the Company's affiliates currently intend to
participate in the Tender Offer. Each of them may change their
intentions at any time and no assurance can be given that any of
them will or will not participate in the Tender Offer. The equity
ownership of the Company's directors, executive officers and
affiliates who do not tender their shares in the Tender Offer, and
the equity ownership of other stockholders who do not tender their
shares pursuant to the Tender Offer, will proportionately increase
as a percentage of the Company's issued and outstanding shares
following the consummation of the Tender Offer. However, pursuant
to the Repurchase Agreement the Company entered into with Atairos
(which is an affiliate of the Company and its director Michael J. Angelakis), assuming the Tender Offer
is fully subscribed, the Company will purchase 3,364,486 shares
from Atairos on the 11th business day following the
Expiration Date such that Atairos would continue to beneficially
own approximately 36% of its issued and outstanding shares
immediately following the closing of the Share Repurchase (taking
into account the shares purchased in the Tender Offer). Pursuant to
the Repurchase Agreement, Atairos has agreed that it will not,
directly or indirectly, purchase or sell shares from the date of
the Repurchase Agreement until the 11th business day
following the Expiration Date.
Morgan Stanley & Co. LLC, BofA Securities, Inc. and Truist
Securities, Inc. are acting as dealer managers for the Tender
Offer. The information agent for the Tender Offer is D.F. King
& Co., Inc., and the depositary is Computershare Trust Company,
N.A. The Offer to Purchase, the Letter of Transmittal and related
documents will be mailed to registered holders. Beneficial holders
will receive the Offer to Purchase and a communication from their
bank, broker or custodian. For questions and information, please
call the information agent toll-free at (800) 431-9643.
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. The Tender Offer is being made only pursuant to the
Offer to Purchase and the related materials that the Company is
filing with the SEC, and will distribute to its stockholders, as
they may be amended or supplemented. Stockholders should read the
Offer to Purchase and related materials carefully and in their
entirety because they contain important information, including the
terms and conditions of the Tender Offer. 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 is filing with the SEC from the SEC's website at
www.sec.gov. 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, or Morgan Securities Stanley & Co.
LLC toll free at (855) 483-0952, BofA Securities, Inc. toll
free at (888) 803-9655 and Truist Securities, Inc. toll free at
(855) 382-6151. Stockholders are urged to carefully read all of
these materials prior to making any decision with respect to the
Tender Offer. Stockholders and investors who have questions or need
assistance may call D.F. King & Co., Inc.
About TriNet
TriNet (NYSE: TNET) provides small and medium-size businesses
("SMBs") 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 statements that are not historical
in nature, are predictive in nature, or that depend upon or refer
to future events or conditions or otherwise contain forward-looking
statements, including statements concerning such things as TriNet's
ability to complete the Tender Offer on the terms and timing
described herein, or at all. Forward-looking statements are often
identified by the use of words such as, but not limited to,
"ability," "anticipate," "believe," "can," "continue," "could,"
"design," "estimate," "expect," "forecast," "hope," "impact,"
"intend," "may," "outlook," "plan," "potential," "predict,"
"project," "seek," "should," "strategy," "target," "value," "will,"
"would" and similar expressions or variations intended to identify
forward-looking statements. These statements are not guarantees of
future performance, but are based on management's expectations as
of the date hereof and assumptions that are inherently subject to
uncertainties, risks and changes in circumstances that are
difficult to predict. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially
different from our current expectations and any past results,
performance or achievements. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such
forward-looking statements.
Further information on risks that could affect our results is
included in our filings with the SEC, including under the headings
"Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in our
most recent Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q, which are available on our investor relations website at
http://investor.trinet.com and on the SEC website at www.sec.gov.
Copies of these filings are also available by contacting TriNet's
Investor Relations Department at (510) 875-7201. Except as required
by law, neither we nor any other person assumes responsibility for
the accuracy and completeness of the forward-looking statements in
this press release, and any forward-looking statements in this
press release speak only as of the date of this press release. In
addition, we do not assume any obligation, and do not intend, to
update any of our forward-looking statements, except as required by
law.
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
|
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SOURCE TriNet Group, Inc.