TriNet Group, Inc. Commences a Fixed Price Tender Offer to Repurchase up to 5,981,308 Shares (Representing Approximately $640 million in Value of Shares)
- The tender offer represents a significant investment in the repurchase of company shares, which may indicate confidence in the company's future performance.
- The Company's plan to fund the tender offer with a combination of cash, net proceeds from a proposed private offering, and a drawdown of funds under the Company's revolving credit facility shows strategic financial planning and flexibility.
- The conditions for the tender offer and share repurchase are clearly outlined, providing transparency for investors and potential stockholders.
- None.
On July 30, 2023, the Company entered into a repurchase agreement (the "Repurchase Agreement") with AGI-T, L.P., a
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
To tender shares, stockholders must follow the instructions described in the "Offer to Purchase" and the "Letter of Transmittal" that the Company is filing with the
The Tender Offer is not conditioned upon any minimum number of shares being tendered. The Tender Offer will, however, be subject to other conditions, including the Financing Condition. The Company's Board of Directors, the Finance and Audit Committee of the Company's Board (the "Finance and Audit Committee") and the members of the Company's Board of Directors who are independent of Atairos (the "Disinterested Directors"), believe the fixed price tender offer is a mechanism that affords all stockholders with the opportunity to obtain liquidity with respect to all or a portion of their shares, without potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales, and also affords stockholders the option not to participate and, thereby, to increase their relative percentage interest in the Company.
While the Board of Directors, the Finance and Audit Committee and the Disinterested Directors have each authorized the Tender Offer and the Share Repurchase, 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. In addition, none of the Dealer Managers, the Information Agent, the Depositary or any of the Company's or their respective affiliates made, or is making, any recommendation to stockholders as to whether stockholders should tender or refrain from tendering their shares. No person is authorized to make any such recommendation. Stockholders must make their own decisions as to whether to tender their shares and, if so, how many shares to tender. In doing so, stockholders should carefully read all of the information in, or incorporated by reference in, the Offer to Purchase, in the related Letter of Transmittal and in the other Tender Offer materials, including the purposes and effects of the Tender Offer. Stockholders are urged to discuss their decisions with their own tax advisors, financial advisors and/or brokers.
The Company's directors, executive officers and affiliates are entitled to participate in the Tender Offer on the same basis as all other stockholders. Certain of the Company's directors and executive officers, including the Chairperson of the Board of Directors and the Chief Executive Officer, have each advised the Company that they currently intend to participate in the Tender Offer, but none of the Company's affiliates currently intend to participate in the Tender Offer. Each of them may change their intentions at any time and no assurance can be given that any of them will or will not participate in the Tender Offer. The equity ownership of the Company's directors, executive officers and affiliates who do not tender their shares in the Tender Offer, and the equity ownership of other stockholders who do not tender their shares pursuant to the Tender Offer, will proportionately increase as a percentage of the Company's issued and outstanding shares following the consummation of the Tender Offer. However, pursuant to the Repurchase Agreement the Company entered into with Atairos (which is an affiliate of the Company and its director Michael J. Angelakis), assuming the Tender Offer is fully subscribed, the Company will purchase 3,364,486 shares from Atairos on the 11th business day following the Expiration Date such that Atairos would continue to beneficially own approximately
Morgan Stanley & Co. LLC, BofA Securities, Inc. and Truist Securities, Inc. are acting as dealer managers for the Tender Offer. The information agent for the Tender Offer is D.F. King & Co., Inc., and the depositary is Computershare Trust Company, N.A. The Offer to Purchase, the Letter of Transmittal and related documents will be mailed to registered holders. Beneficial holders will receive the Offer to Purchase and a communication from their bank, broker or custodian. For questions and information, please call the information agent toll-free at (800) 431-9643.
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 is being made only pursuant to the Offer to Purchase and the related materials that the Company is filing with the SEC, and will distribute to its stockholders, as they may be amended or supplemented. Stockholders should read the Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the terms and conditions of the Tender Offer. 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 is filing with the SEC from the SEC's website at www.sec.gov. 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, or Morgan Securities Stanley & Co. LLC toll free at (855) 483-0952, BofA Securities, Inc. toll free at (888) 803-9655 and Truist Securities, Inc. toll free at (855) 382-6151. Stockholders are urged to carefully read all of these materials prior to making any decision with respect to the Tender Offer. Stockholders and investors who have questions or need assistance may call D.F. King & Co., Inc.
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.
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 on the terms and timing described herein, or at all. 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, readers 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: | 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.
FAQ
What is the purpose of TriNet Group, Inc.'s tender offer and share repurchase?
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