DUBLIN,
Calif., Aug. 29, 2023 /PRNewswire/ -- TriNet
Group, Inc. (NYSE: TNET) ("TriNet," the "Company" or "our")
announced today the preliminary results of its fixed price tender
offer (the "Tender Offer") to repurchase for cash up to 5,981,308
shares of its common stock (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, using a combination of cash on hand and the net proceeds
of the private offering by the Company of $400 million in aggregate principal amount of its
7.125% senior notes due 2031, which was completed on August 16, 2023. The Tender Offer expired at
12:00 midnight, New York City
time, at the end of the day on August 28,
2023 (the "Expiration Date").
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the Tender Offer (the "Depositary"), a
total of 11,508,845 shares (including 4,624,063 shares that were
tendered by notice of guaranteed delivery) were properly tendered
and not properly withdrawn in the Tender Offer. In accordance with
the terms and conditions of the Tender Offer, and based on the
preliminary count by the Depositary, the Company expects to acquire
5,981,308 shares in the Tender
Offer.
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 at least
3,364,486 shares (representing approximately $360 million in value of shares) from Atairos at
the Purchase Price (the "Share Repurchase"). The Company expects to
purchase 3,364,486 shares from Atairos pursuant to the Repurchase
Agreement, which would result in Atairos beneficially owning
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). 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.
In accordance with the terms and conditions of the Tender Offer
and the Share Repurchase, and based on the preliminary count by the
Depositary, the Company expects to acquire an aggregate of
9,345,794 shares in the Tender Offer and the Share Repurchase, for
an aggregate cost of approximately $1.0
billion, excluding all fees and expenses. The shares to be
acquired pursuant to the Tender Offer and the Share Repurchase
represent approximately 16% of the Company's outstanding shares as
of August 25, 2023.
The number of shares to be purchased in the Tender Offer and the
Share Repurchase is preliminary and subject to change. The
preliminary information contained in this press release is subject
to confirmation by the Depositary and assumes that all shares
tendered through notice of guaranteed delivery will be delivered
within two trading days of the Expiration Date. The final number of
shares to be purchased in the Tender Offer and the Share Repurchase
will be announced following the expiration of the guaranteed
delivery period and completion by the Depositary of the
confirmation process. Payment for the shares accepted for purchase
under the Tender Offer, and return of shares tendered and not
purchased, will occur promptly thereafter.
Based on the preliminary count by the Depositary, following the
purchase of shares in the Tender Offer and the Share Repurchase,
approximately $446.2 million will
remain available under the Company's existing stock repurchase
program. Pursuant to such program, the Company may, in the future,
decide to purchase additional shares in open market transactions,
including under plans complying with Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended, and/or in private
transactions, in each case subject to applicable law. Any such
repurchases may be on the same terms as, or on terms that are more
or less favorable to the selling stockholders in those
transactions, than the terms of the Tender Offer. Whether the
Company makes additional repurchases will depend on many factors,
including its business and financial performance, the business and
market conditions at the time, including the price of the shares,
and other factors the Company considers relevant.
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 was made only pursuant to the Offer
to Purchase and the related materials that the Company filed with
the U.S. Securities and Exchange Commission (the "SEC"), as amended
or supplemented, and distributed to its stockholders. Stockholders
who have questions or would like additional information about the
Tender Offer may contact D.F. King & Co., Inc., the information
agent for the Tender Offer, toll free at (800) 431-9643, or Morgan
Stanley & Co. LLC toll free at (855) 483-0952, BofA Securities,
Inc. toll free at (888) 803-9655 or Truist Securities, Inc. toll
free at (855) 382-6151, the dealer managers for the Tender
Offer.
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 and the expected final number
of shares to be purchased pursuant to the Tender Offer and the
Share Repurchase. 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,
investors 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:
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Investor Relations
Contact:
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Renee Brotherton / Josh
Gross
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Alex Bauer
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renee.brotherton@trinet.com
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investorrelations@trinet.com
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josh.gross@trinet.com
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(510)
875-7201
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(408) 646-5103 / (347)
432-8300
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SOURCE TriNet Group, Inc.