Stockholders to Receive $14.35 Per Share in
Cash
HireRight Holdings Corporation (NYSE: HRT) (“HireRight” or the
“Company”), a leading provider of global background screening
services and workforce solutions, today announced that it has
entered into a definitive agreement to be acquired by investment
funds affiliated with General Atlantic, L.P. (“General Atlantic”)
and Stone Point Capital LLC (“Stone Point” and together with
General Atlantic, the “Sponsors”). The Sponsors are currently the
beneficial owners of approximately 75% of the Company’s outstanding
shares of common stock. Under the terms of the agreement, the
Sponsors will acquire all of the outstanding shares they do not
already own for $14.35 per share in cash, which implies a total
enterprise value of approximately $1.65 billion.
The purchase price represents a premium of approximately 47%
over HireRight’s 30-day volume weighted average price per share as
of November 17, 2023, the last trading day prior to when the
Sponsors indicated that they had agreed to work together regarding
a potential strategic transaction involving the Company, and an
approximate 43% premium to the Company’s closing stock price on the
same date.
As previously announced, HireRight’s Board of Directors formed a
Special Committee (the “Special Committee”), comprised solely of
independent directors and advised by its own independent legal and
financial advisors, to evaluate the proposal from the Sponsors as
well as other alternative proposals or other strategic
alternatives. The Special Committee determined that this
transaction is advisable, fair to and in the best interests of
HireRight and its stockholders that are not affiliated with the
Sponsors. The Special Committee unanimously recommended that the
Board approve the transaction, and acting upon the recommendation
of the Special Committee, the Board approved the transaction.
Guy Abramo, President and Chief Executive Officer of HireRight,
said, “We are pleased to have reached this agreement with General
Atlantic and Stone Point, which delivers a significant and
immediate cash premium to HireRight’s unaffiliated
stockholders.”
The transaction is expected to close in mid-2024, subject to
approval by stockholders of a majority of the shares not owned by
the Sponsors, receipt of regulatory approvals, including receipt of
clearance under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, and other customary closing conditions.
Advisors
Centerview Partners LLC is serving as financial advisor to the
Special Committee and Davis Polk & Wardwell LLP is serving as
the Special Committee’s outside legal advisor.
Goldman Sachs & Co. LLC and RBC Capital Markets, LLC are
serving as financial advisors to the Sponsors. Paul, Weiss,
Rifkind, Wharton & Garrison LLP is serving as legal counsel to
the Sponsors and Simpson Thacher & Bartlett LLP is serving as
legal counsel to Stone Point.
About HireRight
HireRight is a leading global provider of technology-driven
workforce risk management and compliance solutions. We provide
comprehensive background screening, verification, identification,
monitoring, and drug and health screening services for
approximately 37,000 customers across the globe. We offer our
services via a unified global software and data platform that
tightly integrates into our customers’ human capital management
systems enabling highly effective and efficient workflows for
workforce hiring, onboarding, and monitoring. In 2022, we screened
over 24 million job applicants, employees and contractors for our
customers and processed over 107 million screens. For more
information, visit www.HireRight.com.
About General Atlantic
General Atlantic is a leading global growth investor with more
than four decades of experience providing capital and strategic
support for over 500 growth companies throughout its history.
Established in 1980 to partner with visionary entrepreneurs and
deliver lasting impact, the firm combines a collaborative global
approach, sector specific expertise, a long-term investment horizon
and a deep understanding of growth drivers to partner with great
entrepreneurs and management teams to scale innovative businesses
around the world. General Atlantic has approximately $83 billion in
assets under management inclusive of all products as of December
31, 2023, and more than 280 investment professionals based in New
York, Amsterdam, Beijing, Hong Kong, Jakarta, London, Mexico City,
Miami, Mumbai, Munich, San Francisco, São Paulo, Shanghai,
Singapore, Stamford and Tel Aviv. For more information on General
Atlantic, please visit: www.generalatlantic.com.
About Stone Point
Stone Point is an alternative investment firm based in
Greenwich, CT, with more than $50 billion of assets under
management. Stone Point targets investments in companies in the
global financial services industry and related sectors. The firm
invests in alternative asset classes, including private equity
through its flagship Trident Funds and credit through commingled
funds and separately managed accounts. In addition, Stone Point
Capital Markets supports our firm, portfolio companies and other
clients by providing dedicated financing solutions. For more
information on Stone Point, please visit: www.stonepoint.com.
Cautionary Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within
the United States Private Securities Litigation Reform Act of 1995.
You can identify these statements and other forward-looking
statements in this document by words such as “may,” “will,”
“should,” “can,” “could,” “anticipate,” “estimate,” “expect,”
“predict,” “project,” “future,” “potential,” “intend,” “plan,”
“assume,” “believe,” “forecast,” “look,” “build,” “focus,”
“create,” “work,” “continue,” “target,” “poised,” “advance,”
“drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,”
“position,” “pursue,” “progress,” “budget,” “outlook,” “trend,”
“guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,”
“opportunity,” “ambitions,” “aspire” and similar expressions, and
variations or negative of such terms or other variations thereof.
Words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify
forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such statements regarding the
transactions contemplated by the Agreement and Plan of Merger among
the Company, Hearts Parent, LLC, and Hearts Merger Sub, Inc. (the
“Transaction”), including the expected time period to
consummate the Transaction, the anticipated benefits (including
synergies) of the Transaction and integration and transition plans,
opportunities, anticipated future performance, expected share
buyback programs and expected dividends. All such forward-looking
statements are based upon current plans, estimates, expectations
and ambitions that are subject to risks, uncertainties and
assumptions, many of which are beyond the control of the Company,
that could cause actual results to differ materially from those
expressed in such forward-looking statements. Key factors that
could cause actual results to differ materially include, but are
not limited to, the expected timing and likelihood of completion of
the Transaction, including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of
the Transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement; the possibility that the Company’s
stockholders may not approve the Transaction; the risk that the
anticipated tax treatment of the Transaction is not obtained; the
risk that the parties may not be able to satisfy the conditions to
the Transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due
to the Transaction; the risk that any announcements relating to the
Transaction could have adverse effects on the market price of the
Company’s common stock; the risk that the Transaction and its
announcement could have an adverse effect on the parties’ business
relationships and business generally, including the ability of the
Company to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers, and on
their operating results and businesses generally; the risk of
unforeseen or unknown liabilities; customer, shareholder,
regulatory and other stakeholder approvals and support; the risk of
unexpected future capital expenditures; the risk of potential
litigation relating to the Transaction that could be instituted
against the Company or its directors and/or officers; the risk
associated with third party contracts containing material consent,
anti-assignment, transfer or other provisions that may be related
to the Transaction which are not waived or otherwise satisfactorily
resolved; the risk of rating agency actions and the Company’s
ability to access short- and long-term debt markets on a timely and
affordable basis; the risk of various events that could disrupt
operations, including severe weather, such as droughts, floods,
avalanches and earthquakes, cybersecurity attacks, security threats
and governmental response to them, and technological changes; the
risks of labor disputes, changes in labor costs and labor
difficulties; and the risks resulting from other effects of
industry, market, economic, legal or legislative, political or
regulatory conditions outside of the Company’s control. All such
factors are difficult to predict and are beyond our control,
including those detailed in the Company’s annual reports on Form
10-K, quarterly reports on Form 10-Q and Current Reports on Form
8-K that are available on the Company’s website at
https://www.hireright.com and on the website of the Securities
Exchange Commission (the “SEC”) at http://www.sec.gov. The
Company’s forward-looking statements are based on assumptions that
the Company’s believes to be reasonable but that may not prove to
be accurate. Other unpredictable or factors not discussed in this
communication could also have material adverse effects on
forward-looking statements. The Company does not assume an
obligation to update any forward-looking statements, except as
required by applicable law. These forward-looking statements speak
only as of the date they are made.
Additional Information and Where to Find It
In connection with the Transaction, the Company will file with
the SEC a proxy statement on Schedule 14A (the “Proxy
Statement”). The definitive version of the Proxy Statement will
be sent to the stockholders of the Company seeking their approval
of the Transaction and other related matters. The Company and
affiliates of the Company intend to jointly file a transaction
statement on Schedule 13E-3 (the “Schedule 13E-3”). The
Company may also file other documents with the SEC regarding the
Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE SCHEDULE 13E-3 WHEN THEY BECOME AVAILABLE, AS
WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE
THEREIN AND ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE
COMPANY, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these
documents, including the Proxy Statement, the Schedule 13E-3 and
other documents filed with the SEC by the Company through the
website maintained by the SEC at http://www.sec.gov. Copies of
documents filed with the SEC by the Company will be made available
free of charge by accessing the Company’s website at
https://www.hireright.com or by contacting the Company by
submitting a message at investor.relations@hireright.com.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the Transaction
under the rules of the SEC. Information about the interests of the
directors and executive officers of the Company and other persons
who may be deemed to be participants in the solicitation of
stockholders of the Company in connection with the Transaction and
a description of their direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement
related to the Transaction, which will be filed with the SEC.
Information about the directors and executive officers of the
Company and their ownership of the Company common stock is also set
forth in the Company’s definitive proxy statement in connection
with its 2023 Annual Meeting of Stockholders, as filed with the SEC
on April 14, 2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1859285/000114036123018387/ny20007594x1_def14a.htm.
Information about the directors and executive officers of the
Company, their ownership of the Company common stock, and the
Company’s transactions with related persons is set forth in the
sections entitled “Directors, Executive Officers and Corporate
Governance,” “Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters,” and “Certain
Relationships and Related Transactions, and Director Independence”
included in the Company’s annual report on Form 10-K for the fiscal
year ended December 31, 2022, which was filed with the SEC on March
10, 2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1859285/000185928523000034/hrt-20221231.htm),
and in the sections entitled “Executive Officers” and “Security
Ownership of Certain Beneficial Owners and Management” included in
the Company’s definitive proxy statement in connection with its
2023 Annual Meeting of Stockholders, as filed with the SEC on April
14, 2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1859285/000114036123018387/ny20007594x1_def14a.htm.
Additional information regarding the interests of such participants
in the solicitation of proxies in respect of the Transaction will
be included in the Proxy Statement, the Schedule 13E-3 and other
relevant materials to be filed with the SEC when they become
available These documents can be obtained free of charge from the
SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240215126296/en/
HireRight Investors Investor.Relations@HireRight.com
HireRight Media: Media.Relations@HireRight.com
Or
Jim Golden / Tali Epstein Collected Strategies
HRT-CS@collectedstrategies.com
General Atlantic: Emily Japlon / Sara Widmann
media@generalatlantic.com
Stone Point: Mary Manin mmanin@stonepoint.com
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