TriNet Group, Inc. announced today the preliminary 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 preliminary count by Computershare Trust Company, N.A., the depositary for the Tender Offer , a total of 11,508,845 shares (including 4,624,063 shares that were tendered by notice of guaranteed delivery) were properly tendered and not properly withdrawn in the Tender Offer. In accordance with the terms and conditions of the Tender Offer, and based on the preliminary count by the Depositary, the Company expects to acquire 5,981,308 shares in the Tender Offer.
On July 30, 2023, the Company entered into a repurchase agreement (the “Repurchase Agreement“) with AGI-T, L.P., a Delaware limited partnership, and A-A SMA, L.P., a Delaware limited partnership (both affiliates of the Company’s largest stockholder, Atairos Group, Inc., and collectively, “Atairos“), 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 “Share Repurchase“). 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 (taking into account the shares purchased in the Tender Offer). 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, and based on the preliminary count by the Depositary, the Company expects to acquire an aggregate of 9,345,794 shares in the Tender Offer and the Share Repurchase, for an aggregate cost of approximately $1.0 billion, excluding all fees and expenses. The shares to be acquired pursuant to the Tender Offer and the Share Repurchase represent approximately 16% of the Company’s outstanding shares as of August 25, 2023.
The number of shares to be purchased in the Tender Offer and the Share Repurchase is preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and assumes that all shares tendered through notice of guaranteed delivery will be delivered within two trading days of the Expiration Date. The final number of shares to be purchased in the Tender Offer and the Share Repurchase will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process. Payment for the shares accepted for purchase under the Tender Offer, and return of shares tendered and not purchased, will occur promptly thereafter.
Based on the preliminary count by the Depositary, 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.
