TriNet Group, Inc. Announces Intention to Launch a Combined $1 Billion Fixed Price Tender Offer and Repurchase from Atairos, each at a Price of $107 Per Share of Common Stock
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"Today is an exciting day for TriNet as we announce our intention to launch transactions to buy back
"We have long valued Atairos' share ownership and Board of Directors participation," Goldfield continued. "As a part of these buybacks, Atairos intends to maintain its current approximate pro rata percentage ownership, but has also agreed to sell additional shares if our tender offer is undersubscribed, potentially reducing their ownership to no less than
"TriNet is a dynamic growth company with a proven business model and strong corporate cash flows," said Kelly Tuminelli, TriNet's Chief Financial Officer. "Through this action, we are using our financial resources to reduce TriNet's overall weighted average cost of capital. This is in line with our recently announced financial policy, while accreting long term value for all of our shareholders."
The Tender Offer will provide that the Company repurchase for cash up to 5,981,308 shares (representing approximately
The Repurchase Agreement, which was executed on July 30, 2023, provides that TriNet will repurchase for cash a minimum of 3,364,486 shares (representing approximately
If the Tender Offer is not fully subscribed, but at least 3,644,859 shares are properly tendered and not properly withdrawn pursuant to the Tender Offer, Atairos has agreed to increase the number of shares to be sold to the Company under the Repurchase Agreement and will sell an additional number of shares equal to the difference between the number of shares offered to be repurchased pursuant to the Tender Offer and the number of shares actually repurchased in the Tender Offer such that the total share value of both transactions remains
The Share Repurchase is expected to close on the 11th business day following the Expiration Date, or September 13, 2023. The Share Repurchase is conditioned upon, among other matters, the completion of the Tender Offer, which, in turn, is subject to certain conditions, including the receipt of financing. These transactions will be made under TriNet's
Assuming that the conditions to the Tender Offer are satisfied or waived and the Tender Offer is fully subscribed, the Company would purchase 5,981,308 shares pursuant to the Tender Offer and 3,364,486 shares pursuant to the Share Repurchase for an aggregate of 9,345,794 shares, representing approximately
The Tender Offer and the Share Repurchase have been authorized and approved by the Company's Board of Directors, the Finance and Audit Committee of the Board of Directors and the members of the Board of Directors who are independent of Atairos. However, neither the Company nor any member of the Board of Directors has made, or is making, any recommendation to stockholders as to whether they should tender or refrain from tendering their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. Stockholders are urged to discuss their decisions with their tax advisor, financial advisor and/or broker.
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. TriNet has not yet commenced the Tender Offer described herein, and there can be no assurance that TriNet will commence the Tender Offer on the terms described in this press release. The Tender Offer will be made only pursuant to the Offer to Purchase and the related materials that the Company will file with the SEC, and will distribute to its stockholders, as they may be amended or supplemented, on the commencement date of the Tender Offer. Stockholders should read the Offer to Purchase and related materials carefully and in their entirety because they will contain important information, including the terms and conditions of the Tender Offer. When they are available, stockholders of the Company may obtain a free copy of the Tender Offer statement on Schedule TO, the Offer to Purchase and other documents that the Company will file with the SEC from the SEC's website at www.sec.gov. When they are available, stockholders also will be able to obtain a copy of these documents, without charge, from D.F. King & Co., Inc., toll free at (800) 431-9643. Stockholders are urged to carefully read all of those materials when they become available prior to making any decision with respect to the Tender Offer.
About TriNet
TriNet (NYSE: TNET) provides small and medium-size businesses 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 forward-looking statements that are based on TriNet's current expectations. Such statements include TriNet's plan to initiate the Tender Offer and ability to complete the Share Repurchase on the terms and timing described herein, or at all. 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 Share Repurchase or initiate the Tender Offer. 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.
Media Contacts: | Investor Relations Contact: |
Renee Brotherton / Josh Gross | Alex Bauer |
(408) 646-5103 / (347) 432-8300 | (510) 875-7201 |
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SOURCE TriNet Group, Inc.
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