DUBLIN,
Calif., Aug. 31, 2023 /PRNewswire/ -- TriNet
Group, Inc. (NYSE: TNET) ("TriNet," the "Company" or "our")
announced today the final 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 final count by Computershare Trust Company, N.A.,
the depositary for the Tender Offer (the "Depositary"), a total of
11,486,010 shares were properly tendered and not properly withdrawn
in the Tender Offer. In accordance with the terms and conditions of
the Tender Offer, the Company has accepted for purchase 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, the Company will purchase an aggregate of
9,345,794 shares in the Tender Offer and the Share Repurchase,
which represents approximately 16% of the Company's outstanding
shares as of August 30, 2023, for an
aggregate cost of approximately $1.0
billion, excluding all fees and expenses.
The Depositary will promptly issue payment in cash for the
shares validly tendered and accepted for purchase in the Tender
Offer , less any applicable withholding taxes and without interest.
Shares tendered and not accepted for purchase will be returned
promptly to stockholders by the Depositary in accordance with
applicable law. 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 regarding the closing of 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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reneebrotherton@trinetcom
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investorrelations@trinetcom
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josh.gross@trinetcom
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(510)
875-7201
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(408) 646-5103 / (347)
432-8300
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SOURCE TriNet