Alight, Inc. (“Alight”) (NYSE: ALIT), a leading cloud-based
human capital technology and services provider, today announced the
commencement of an underwritten secondary public offering of up to
22,500,000 shares of Alight’s Class A common stock by certain funds
affiliated with Blackstone Inc., Jasmine Ventures Pte. Ltd.,
Platinum Falcon B 2018 RSC Ltd. (collectively, the “Selling
Stockholders”) and pursuant to a registration statement filed with
the Securities and Exchange Commission (the “SEC”). In connection
with the offering, the Selling Stockholders intend to grant to the
underwriters a 30-day option to purchase up to 3,375,000 additional
shares of Alight’s Class A common stock. Subject to customary
closing conditions, the offering is expected to settle and close on
or about August 22, 2023. Alight is not selling any shares of Class
A common stock in the offering and will not receive any proceeds
from the offering.
In addition, Alight has entered into a repurchase agreement with
the Selling Stockholders to repurchase an aggregate of $10 million
of shares of Alight’s Class A common stock from such Selling
Stockholders in privately negotiated transactions, concurrently
with the closing of the offering. This offering is not conditioned
upon the completion of the share repurchase, but the share
repurchase is conditioned upon the completion of this offering.
J.P. Morgan, BofA Securities and Morgan Stanley are acting as
joint lead book-running managers of, and as representatives of the
underwriters for, the offering.
The underwriters propose to offer the shares of common stock
from time to time for sale in one or more transactions on the NYSE,
in the over-the-counter market, through negotiated transactions or
otherwise at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated
prices.
A registration statement relating to these securities has been
filed with the SEC on Form S-3 (File No. 333-258350) that was
declared effective by the SEC on July 6, 2023. A prospectus
supplement relating to the offering will be filed with the SEC. A
preliminary prospectus supplement and accompanying prospectus
relating to and describing the terms of the offering is available
on the SEC’s website located at www.sec.gov. When available, copies
of the preliminary prospectus supplement and accompanying
prospectus relating to the offering may be obtained for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
Alight, any underwriter, or any dealer participating in the
offering will arrange to send these documents if contacted at: J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn:
Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717,
or telephone: 1-866-803-9204 or by email at
prospectus-eq_fi@jpmchase.com; or BofA Securities, NC1-022-02-25,
201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus
Department, Email: dg.prospectus_requests@bofa.com; or Morgan
Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, 2nd Floor, New York, NY 10014, or by phone:
1-866-718-1649.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Alight Solutions
Alight is a leading cloud-based human capital technology and
services provider that powers confident health, wealth, and
wellbeing decisions for 36 million people and dependents. Our
Alight Worklife® platform combines data and analytics with a
simple, seamless user experience. Supported by our global delivery
capabilities, Alight Worklife is transforming the employee
experience for people around the world. With personalized,
data-driven health, wealth, pay and wellbeing insights, Alight
brings people the security of better outcomes and peace of mind
throughout life’s big moments and most important decisions. Learn
how Alight unlocks growth for organizations of all sizes at
alight.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include, but are not limited to,
statements that relate to expectations regarding the performance
and outlook for Alight’s business, financial results, liquidity and
capital resources, the expected benefit of recent acquisitions and
investments in our business, the expected return on investment from
the use of our products, the success of our expanded relationships
with existing clients, the recovery of certain of our businesses,
and other non-historical statements. In some cases, these
forward-looking statements can be identified by the use of words
such as “outlook,” “believes,” “expects,” “potential,” “continues,”
“may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,”
“intends,” “plans,” “estimates,” “anticipates,” “appears,”
“approximates,” “foresees,” “might,” “possible,” “would” or the
negative version of these words or other comparable words. Such
forward-looking statements are subject to various risks and
uncertainties including, among others, risks related to declines in
economic activity in the industries, markets, and regions our
clients serve, including as a result of increases in inflation
rates or changes in monetary and fiscal policies, risks related to
the performance of our information technology systems and networks,
risks related to our ability to maintain the security and privacy
of confidential and proprietary information, risks related to
changes in regulation, risks related to the ongoing COVID-19
pandemic, risks related to legal proceedings against us, risks
related to the significant control certain existing investors have
over us and risks related to competition in our industry.
Additional factors that could cause Alight’s results to differ
materially from those described in the forward-looking statements
can be found under the section entitled “Risk Factors” of Alight’s
Annual Report on Form 10-K, filed with the SEC on March 1, 2023, as
such factors may be updated from time to time in Alight's filings
with the SEC, which are, or will be, accessible on the SEC’s
website at www.sec.gov. Accordingly, there are or will be important
factors that could cause actual outcomes or results to differ
materially from those indicated in these statements. These factors
should not be construed as exhaustive and should be considered
along with other factors noted in this presentation and in Alight’s
filings with the SEC. Alight does not take any obligation to
publicly update, add or otherwise correct any forward-looking
statement to reflect events or circumstances after the date they
were made, whether as a result of new information, future events,
developments, inaccuracies that become apparent or otherwise,
except as required under applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20230816422912/en/
Investors: Alight Investor Relations
investor.relations@alight.com Media: MacKenzie Lucas
mackenzie.lucas@alight.com
Alight (NYSE:ALIT)
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