TriNet Group, Inc. announced today the final results of its fixed price 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, 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.
Based on the final count by Computershare Trust Company, N.A., the depositary for the Tender Offer , a total of 11,486,010 shares were properly tendered and not properly withdrawn in the Tender Offer.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 with AGI-T, L.P., a Delaware limited partnership, and A-A SMA, L.P., a Delaware limited partnership , 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 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 . 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.
