DUBLIN,
Calif., Aug. 1, 2023 /PRNewswire/ -- TriNet
Group, Inc. ("TriNet") (NYSE: TNET), a leading provider of
comprehensive and flexible human capital management (HCM) solutions
for small and medium-size businesses (SMBs), announced today that
it intends to offer, subject to market and other conditions,
$500 million in aggregate principal
amount of its senior notes due 2031 (the "notes") in a private
offering (the "offering") that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act"). The notes will be guaranteed on a senior
unsecured basis by certain subsidiaries of TriNet. In addition,
TriNet announced that it expects to enter into an amendment to its
revolving credit facility that would close on or around the closing
date of the offering, which would extend the maturity date of the
revolving credit facility to five years from the closing date and
increase the availability under the revolving credit facility to
$700 million. TriNet intends to
use the net proceeds of the offering to fund an equity tender offer
and a share repurchase that it announced on July 31, 2023 to purchase shares of its common
stock, and the remaining amount, if any, for general corporate
purposes. TriNet commenced the equity tender offer on August 1, 2023.
The offering is not conditioned on the completion of the equity
tender offer or share repurchase. The equity tender offer is being
made pursuant to a separate offer to purchase, related letter of
transmittal and the other materials filed as exhibits to the Tender
Offer Statement on Schedule TO-I that TriNet has filed with the
Securities and Exchange Commission (the "SEC"), and this press
release is not an offer to purchase or a solicitation of an offer
to sell any of the shares in the equity tender offer or other
securities.
The notes have not been and will not be registered under the
Securities Act, or the securities laws of any other place.
Unless they are registered, the notes may be offered only in
transactions that are exempt from registration under the Securities
Act and applicable state securities laws. The notes are being
offered and sold only to persons reasonably believed to be
qualified institutional buyers under Rule 144A and to non-U.S.
persons outside the United States
in reliance on Regulation S under the Securities Act.
This press release is for informational purposes only and
does not constitute an offer to sell, or a solicitation of an offer
to buy, nor shall there be any sale of the notes in any state or
jurisdiction in which such offer, solicitation or sale is
unlawful. Any offers of the notes will be made only by means
of a private offering memorandum. This notice is being issued
pursuant to and in accordance with Rule 135(c) under the Securities
Act.
Forward-Looking Statements
This press release contains forward-looking statements that are
based on TriNet's current expectations. Such statements include
plans regarding the offering and the receipt and use of the net
proceeds from the offering and related transactions, including the
equity tender offer, share repurchase and amendment to the
revolving credit facility. 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 offering, enter into a new revolving
credit facility or repay the outstanding term loan. 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.
Investors:
Alex Bauer
TriNet
Alex.Bauer@TriNet.com
(510)
875-7201
|
Media:
Renee Brotherton / Josh
Gross
TriNet
Renee.Brotherton@TriNet.com
Josh.Gross@TriNet.com
(408) 646-5103 / (347) 432-8300
|
TriNet and the TriNet logo are registered trademarks of TriNet.
All other trademarks, service marks, registered trademarks, or
registered service marks are the property of their respective
owners.
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SOURCE TriNet Group, Inc.