|
EXHIBIT
NUMBER |
| |
DESCRIPTION
|
|
| (a)(1)(i)* | | | Offer to Purchase, dated August 1, 2023. | |
| (a)(1)(ii)* | | | Form of Letter of Transmittal. | |
| (a)(1)(iii)* | | | Notice of Guaranteed Delivery. | |
| (a)(1)(iv)* | | | Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated August 1, 2023. | |
| (a)(1)(v)* | | | Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated August 1, 2023. | |
| (a)(1)(vi)* | | | Summary Advertisement, dated August 1, 2023. | |
| (a)(1)(vii)* | | | Form of Instruction Letter for participants in the TriNet Group, Inc. 2014 Employee Stock Purchase Plan. | |
| (a)(2) | | | Not applicable. | |
| (a)(3) | | | Not applicable. | |
| (a)(4) | | | Not applicable. | |
| (a)(5)(i) | | | Press release, dated July 31, 2023 (filed as Exhibit 99.1 to the Registrant’s 8-K filed on July 31, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (a)(5)(ii)* | | | Press release announcing the tender offer, dated August 1, 2023. | |
| (a)(5)(iii) | | | Press release announcing intention to launch tender offer, dated July 31, 2023 (filed as Exhibit 99.1 to the Registrant’s 8-K filed on July 31, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (a)(5)(iv) | | | The Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (filed as Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 15, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (a)(5)(v) | | | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (filed as Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed on April 26, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (a)(5)(vi) | | | The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (filed as Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on July 26, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (a)(5)(vii) | | | The Company’s Current Report on Form 8-K (filed as Registrant’s Current Report on Form 8-K filed on March 27, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (a)(5)(viii) | | | The Company’s Current Report on Form 8-K (filed as Registrant’s Current Report on Form 8-K filed on May 26, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (a)(5)(ix) | | | The Company’s Current Report on Form 8-K (filed as Registrant’s Current Report on Form 8-K filed on May 30, 2023 (File No. 001-36373) and incorporated herein by reference). | |
|
EXHIBIT
NUMBER |
| |
DESCRIPTION
|
|
| (a)(5)(x) | | | The Company’s Current Report on Form 8-K filed (filed as Registrant’s Current Report on Form 8-K filed on July 31, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (b) | | | Credit Agreement dated as of February 26, 2021, among TriNet USA, Inc. as Holdings, the lenders from time-to-time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Registrant’s 8-K filed on February 26, 2021 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(i) | | | Registration Rights Agreement, by and between TriNet Group, Inc. and AGI-T, L.P., dated as of February 1, 2017 (filed as Exhibit 4.1 to the Registrant’s 8-K filed on February 2, 2017 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(ii) | | | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.2 to the Registrant’s 10-K filed on February 13, 2020 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(iii) | | | Indenture, dated February 26, 2021, among the Company, the guarantors listed therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Registrant’s 8-K filed on February 26, 2021 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(iv) | | | Form of 3.500% Senior Notes due 2029 (included in exhibit (d)(iii)) (filed as Exhibit 4.2 to the Registrant’s 8-K filed on February 26, 2021 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(v) | | | Credit Agreement dated as of February 26, 2021, among TriNet USA, Inc. as Holdings, the lenders from time-to-time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Registrant’s 8-K filed on February 26, 2021 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(vi) | | | Amended and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.3 to the Registrant’s S-1/A filed on March 14, 2014 (File No. 333-192465) and incorporated herein by reference). | |
| (d)(vii) | | | Form of Option Agreement and Option Grant Notice under the Amended and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.4 to the Registrant’s S-1/A filed on March 4, 2014 (File No. 333-192465) and incorporated herein by reference). | |
| (d)(viii) | | | Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Grant Notice under the Amended and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s 10-Q filed on April 30, 2018 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(ix) | | | Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Grant Notice under the Amended and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.2 to the Registrant’s 10-Q filed on April 29, 2019 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(x) | | | TriNet Group, Inc. Amended and Restated 2019 Equity Incentive Plan (filed as Appendix A to the Registrant’s DEF-14A filed on April 12, 2022 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xi) | | | Form of Non-Employee Director Restricted Stock Unit Grant Notice and Non-Employee Director Restricted Stock Unit Award Agreement under the TriNet Group, Inc. 2019 Equity Incentive Plan effective as of January 15, 2020 (filed as Exhibit 10.4 to the Registrant’s 10-Q filed on April 28, 2020 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xii) | | | Form of Restricted Stock Unit Grant Notice under the TriNet Group, Inc. 2019 Equity Incentive Plan effective as of March 4, 2021 (filed as Exhibit 10.4 to the Registrant’s 10-Q filed on April 26, 2021 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xiii) | | | Form of Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the TriNet Group, Inc. 2019 Equity Incentive Plan effective as of March 4, 2020 (filed as Exhibit 10.5 to the Registrant’s 10-Q filed on April 26, 2021 (File No. 001-36373) and incorporated herein by reference). | |
|
EXHIBIT
NUMBER |
| |
DESCRIPTION
|
|
| (d)(xiv) | | | 2014 Employee Stock Purchase Plan (filed as Exhibit 10.7 to the Registrant’s S-1/A filed on March 14, 2014 (File No. 333-192465) and incorporated herein by reference). | |
| (d)(xv) | | | 2015 Executive Bonus Plan (filed with the Registrant’s 8-K filed on March 11, 2015 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xvi) | | | Amended and Restated Non-Employee Director Compensation Policy (filed as Exhibit 10.1 to the Registrant’s 10-Q filed on October 25, 2022 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xvii) | | | TriNet Group Inc. Amended and Restated Executive Severance Benefit Plan (filed as Exhibit 10.5 to the Registrant’s 10-Q filed on April 30, 2018 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xviii) | | | Form of Indemnification Agreement made by and between TriNet Group, Inc. and each of its directors and executive officers (filed as Exhibit 10.8 to the Registrant’s S-1/A filed on March 4, 2014 (File No. 333-192465) and incorporated herein by reference). | |
| (d)(xix) | | | Employment Agreement, dated November 9, 2009, between Burton M. Goldfield and TriNet Group, Inc (filed as Exhibit 10.9 to the Registrant’s S-1/A filed on February 3, 2014 (File No. 333-192465) and incorporated herein by reference). | |
| (d)(xx) | | | Amended and Restated Employment Agreement, dated March 28, 2022, between Samantha Wellington and TriNet USA, Inc. (filed as Exhibit 10.1 to the Registrant’s 8-K filed on March 29, 2022 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xxi) | | | Second Amended and Restated Employment Agreement, dated July 25, 2020, between Olivier Kohler and TriNet USA, Inc. (filed as Exhibit 10.2 to the Registrant’s 8-K filed on November 19, 2020 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xxii) | | | Separation Agreement, dated March 28, 2022, between Olivier Kohler and TriNet USA, Inc. (filed as Exhibit 10.2 to the Registrant’s 8-K filed on March 29, 2022 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xxiii) | | | Employment Agreement dated August 13, 2020, between TriNet Group, Inc. and Kelly Lee Tuminelli (filed as Exhibit 10.1 to the Registrant’s 10-Q filed on October 26, 2020 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xxiv) | | | Executive Employment Agreement, dated June 14, 2022, by and between Jay Venkat and TriNet USA, Inc. (filed as exhibit 10.1 to the Registrant’s 8-K filed on June 15, 2022 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xxv) | | | Stockholder Agreement, by and between TriNet Group, Inc. and AGI-T, L.P., dated as of December 21, 2016 (filed as Exhibit 10.1 to the Registrant’s 8-K filed on December 22, 2016 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xxvi) | | | Amendment No. 1 to the Stockholder Agreement, by and between TriNet Group, Inc., and AGI-T, L.P., dated as of February 13, 2023 (filed as Exhibit 10.1 to the Registrant’s 10-Q filed on April 26, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (d)(xxvii) | | | Repurchase Agreement, by and between TriNet Group, Inc., and AGI-T, L.P., dated as of July 30, 2023 (filed as Exhibit 10.1 to the Registrant’s 8-K filed on July 31, 2023 (File No. 001-36373) and incorporated herein by reference). | |
| (g) | | | Not applicable. | |
| (h) | | | Not applicable. | |
| 107* | | | Filing Fee Table. | |
| |
THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 28, 2023, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED.
|
| |
| Morgan Stanley | | |
BofA Securities
|
| |
Truist Securities
|
|
| | | | | 2 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 19 | | | |
| | | | | 22 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | | | 31 | | | |
| | | | | 36 | | | |
| | | | | 46 | | | |
| | | | | 46 | | | |
| | | | | 50 | | | |
| | | | | 51 | | | |
| | | | | 52 | | | |
| | | | | 54 | | |
|
Morgan Stanley & Co. LLC
1585 Broadway New York, NY 10036 Toll-Free: 855-483-0952 |
| |
BofA Securities, Inc.
One Bryant Park New York, NY 10036 Toll-Free: (888) 803-9655 |
| |
Truist Securities, Inc.
3333 Peachtree Road NE, 11th Floor Atlanta, GA 30326 Toll-Free: (855) 382-6151 |
|
| | |
Share Price
|
| |||||||||
| | |
High
|
| |
Low
|
| ||||||
2021 | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 87.60 | | | | | $ | 74.10 | | |
Second Quarter
|
| | | | 86.38 | | | | | | 70.20 | | |
Third Quarter
|
| | | | 96.77 | | | | | | 69.43 | | |
Fourth Quarter
|
| | | | 109.40 | | | | | | 89.45 | | |
2022 | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 103.36 | | | | | $ | 80.04 | | |
Second Quarter
|
| | | | 100.06 | | | | | | 69.16 | | |
Third Quarter
|
| | | | 92.66 | | | | | | 70.57 | | |
Fourth Quarter
|
| | | | 76.95 | | | | | | 60.61 | | |
2023 | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 91.41 | | | | | $ | 68.08 | | |
Second Quarter
|
| | | | 111.85 | | | | | | 79.00 | | |
Third Quarter (through July 31, 2023)
|
| | | $ | 111.85 | | | | | $ | 88.80 | | |
Commission Filings
|
| |
Date Filed
|
|
Annual Report on Form 10-K | | | February 15, 2023 | |
Quarterly Reports on Form 10-Q | | | April 26, 2023 and July 26, 2023 | |
Current Reports on Form 8-K | | |
March 27, 2023, May 26, 2023,
May 30, 2023 and July 31, 2023 |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
(in millions except per share data)
|
| |
As Reported
2022 |
| |
Pro Forma
Adjustments |
| |
Pro Forma
2022 |
| |||||||||
Professional service revenues
|
| | | $ | 754 | | | | | | | | | | | $ | 754 | | |
Insurance service revenues
|
| | |
|
4,131
|
| | | | | | | | | |
|
4,131
|
| |
Total revenues
|
| | | | 4,885 | | | | | | | | | | | | 4,885 | | |
Insurance costs
|
| | |
|
3,463
|
| | | | | | | | | |
|
3,463
|
| |
Cost of providing services
|
| | |
|
303
|
| | | | | | | | | |
|
303
|
| |
Sales and marketing
|
| | |
|
242
|
| | | | | | | | | |
|
242
|
| |
General and administrative
|
| | |
|
241
|
| | | | | | | | | |
|
241
|
| |
Systems development and programming
|
| | |
|
73
|
| | | | | | | | | |
|
73
|
| |
Depreciation and amortization of intangible assets
|
| | |
|
64
|
| | | | | | | | | |
|
64
|
| |
Total costs and operating expenses
|
| | | | 4,386 | | | | | | | | | | | | 4,386 | | |
Operating income
|
| | | | 499 | | | | | | | | | | | | 499 | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Interest expense, bank fees and other
|
| | |
|
(39)
|
| | | |
|
(49)
|
| | | |
|
(88)(a)
|
| |
Interest income
|
| | |
|
22
|
| | | |
|
(10)
|
| | | |
|
12(b)
|
| |
Income before provision for income taxes
|
| | | | 482 | | | | | | (59) | | | | | | 423 | | |
Income taxes
|
| | |
|
127
|
| | | |
|
(16)
|
| | | |
|
111(c)
|
| |
Net income
|
| | | $ | 355 | | | | | | (44) | | | | | $ | 311 | | |
Other comprehensive (loss) income, net of income taxes
|
| | |
|
(4)
|
| | | | | | | | | |
|
(4)
|
| |
Comprehensive income
|
| | | $ | 351 | | | | | | | | | | | $ | 307 | | |
Net income per share: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 5.66 | | | | | | | | | | | $ | 5.82 | | |
Diluted
|
| | | $ | 5.61 | | | | | | | | | | | $ | 5.77 | | |
Weighted average shares: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | |
|
63
|
| | | | | | | | | |
|
53
|
| |
Diluted
|
| | |
|
64
|
| | | | | | | | | |
|
54
|
| |
Other Financial Data: | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities
|
| | | | 562 | | | | | | (46) | | | | | | 516 | | |
Net cash used in investing activities
|
| | | | (226) | | | | | | | | | | | | (226) | | |
Net cash used in financing activities
|
| | | | (536) | | | | | | (300) | | | | | | (836)(d) | | |
| | |
Six Months Ended June 30,
|
| |||||||||||||||
(in millions except per share data)
|
| |
As Reported
2023 |
| |
Pro Forma
Adjustments |
| |
Pro Forma
2023 |
| |||||||||
Professional service revenues
|
| | | $ | 382 | | | | | | | | | | | $ | 382 | | |
Insurance service revenues
|
| | |
|
2,073
|
| | | | | | | | | |
|
2,073
|
| |
Total revenues
|
| | | | 2,455 | | | | | | — | | | | | | 2,455 | | |
Insurance costs
|
| | |
|
1,720
|
| | | | | | | | | |
|
1,720
|
| |
Cost of providing services
|
| | |
|
156
|
| | | | | | | | | |
|
156
|
| |
Sales and marketing
|
| | |
|
139
|
| | | | | | | | | |
|
139
|
| |
General and administrative
|
| | |
|
103
|
| | | | | | | | | |
|
103
|
| |
Systems development and programming
|
| | |
|
34
|
| | | | | | | | | |
|
34
|
| |
Depreciation and amortization of intangible assets
|
| | |
|
36
|
| | | | | | | | | |
|
36
|
| |
Total costs and operating expenses
|
| | | | 2,188 | | | | | | | | | | | | 2,188 | | |
Operating income
|
| | | | 267 | | | | | | — | | | | | | 267 | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Interest expense, bank fees and other
|
| | |
|
(13)
|
| | | |
|
(24)
|
| | | |
|
(37)(a)
|
| |
Interest income
|
| | |
|
38
|
| | | |
|
(14)
|
| | | |
|
24(b)
|
| |
Income before provision for income taxes
|
| | | | 292 | | | | | | (39) | | | | | | 253 | | |
Income taxes
|
| | |
|
78
|
| | | |
|
(10)
|
| | | |
|
68(c)
|
| |
Net income
|
| | | $ | 214 | | | | | | (28) | | | | | $ | 186 | | |
Other comprehensive loss, net of income taxes
|
| | |
|
(1)
|
| | | | | | | | | |
|
(1)
|
| |
Comprehensive income
|
| | | $ | 213 | | | | | | | | | | | $ | 185 | | |
Net income per share: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 3.58 | | | | | | | | | | | $ | 3.68 | | |
Diluted
|
| | | $ | 3.56 | | | | | | | | | | | $ | 3.66 | | |
Weighted average shares: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | |
|
60
|
| | | | | | | | | |
|
50
|
| |
Diluted
|
| | |
|
60
|
| | | | | | | | | |
|
51
|
| |
Other Financial Data: | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities
|
| | | | 67 | | | | | | (22) | | | | | | 45 | | |
Net cash used in investing activities
|
| | | | (31) | | | | | | | | | | | | (31) | | |
Net cash used in financing activities
|
| | | | (100) | | | | | | (300) | | | | | | (400)(d) | | |
(in millions, except share and per share data)
|
| |
As Reported
June 30, 2023 |
| |
Pro Forma
Adjustments |
| |
Pro Forma
June 30, 2023 |
| |||||||||
ASSETS | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 482 | | | | | | (85) | | | | | $ | 397 (d) | | |
Investments
|
| | | | 69 | | | | | | (69) | | | | | $ | 0 | | |
Restricted cash, cash equivalents and investments
|
| | |
|
1,074
|
| | | | | | | | | |
$
|
1,074
|
| |
Accounts receivable, net
|
| | |
|
18
|
| | | | | | | | | |
$
|
18
|
| |
Unbilled revenue, net
|
| | |
|
363
|
| | | | | | | | | |
$
|
363
|
| |
Prepaid expenses, net
|
| | |
|
72
|
| | | | | | | | | |
$
|
72
|
| |
Other payroll assets
|
| | |
|
54
|
| | | | | | | | | |
$
|
54
|
| |
Other current assets
|
| | |
|
45
|
| | | | | | | | | |
|
45
|
| |
Total current assets
|
| | |
|
2,177
|
| | | |
|
(154)
|
| | | |
|
2,023
|
| |
Restricted cash, cash equivalents and investments, noncurrent
|
| | |
|
157
|
| | | | | | | | | |
|
157
|
| |
Investments, noncurrent
|
| | |
|
146
|
| | | |
|
(146)
|
| | | |
|
0
|
| |
Property and equipment, net
|
| | |
|
29
|
| | | | | | | | | |
|
29
|
| |
Operating lease right-of-use asset
|
| | |
|
27
|
| | | | | | | | | |
|
27
|
| |
Goodwill
|
| | |
|
462
|
| | | | | | | | | |
|
462
|
| |
Software and other intangible assets, net
|
| | |
|
156
|
| | | | | | | | | |
|
156
|
| |
Other assets
|
| | |
|
136
|
| | | | | | | | | |
|
136
|
| |
Total assets
|
| | | $ | 3,290 | | | | | $ | (300) | | | | | $ | 2,990 | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable and other current liabilities
|
| | | $ | 100 | | | | | $ | 21 | | | | | $ | 121(e) | | |
Client deposits and other client liabilities
|
| | |
|
78
|
| | | | | | | | | |
$
|
78
|
| |
Accrued wages
|
| | |
|
437
|
| | | | | | | | | |
$
|
437
|
| |
Accrued health insurance costs, net
|
| | |
|
170
|
| | | | | | | | | |
$
|
170
|
| |
Accrued workers’ compensation costs, net
|
| | |
|
51
|
| | | | | | | | | |
$
|
51
|
| |
Payroll tax liabilities and other payroll withholdings
|
| | |
|
846
|
| | | | | | | | | |
$
|
846
|
| |
Operating lease liabilities
|
| | |
|
15
|
| | | | | | | | | |
$
|
15
|
| |
Insurance premiums and other payables
|
| | |
|
10
|
| | | | | | | | | |
|
10
|
| |
Total current liabilities
|
| | | | 1,707 | | | | | | 21 | | | | | | 1,728 | | |
Long-term debt, noncurrent
|
| | |
|
496
|
| | | |
|
692
|
| | | |
|
1,188 (f)
|
| |
Accrued workers’ compensation costs, noncurrent, net
|
| | |
|
122
|
| | | | | | | | | |
|
122
|
| |
Deferred taxes
|
| | |
|
7
|
| | | | | | | | | |
|
7
|
| |
Operating lease liabilities, noncurrent
|
| | |
|
33
|
| | | | | | | | | |
|
33
|
| |
Other non-current liabilities
|
| | |
|
10
|
| | | | | | | | | |
|
10
|
| |
Total liabilities
|
| | |
|
2,375
|
| | | |
|
713
|
| | | |
|
3,088
|
| |
Commitments and contingencies (see Note 6) | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | |
Preferred stock
|
| | |
|
0
|
| | | | | | | | | |
|
0
|
| |
Common stock and additional paid-in capital
|
| | |
|
934
|
| | | | | | | | | |
|
934
|
| |
Accumulated deficit
|
| | |
|
(13)
|
| | | |
|
(1,013)
|
| | | |
|
(1,026)
|
| |
Accumulated other comprehensive loss
|
| | |
|
(6)
|
| | | | | | | | | |
|
(6)
|
| |
Total stockholders’ equity
|
| | |
|
915
|
| | | |
|
(1,013)
|
| | | |
|
(98)
|
| |
Total liabilities & stockholders’ equity
|
| | | $ | 3,290 | | | | | $ | (300) | | | | | $ | 2,990 | | |
Name
|
| |
Total Shares
Beneficially Owned |
| |
Percent(1)
|
| ||||||
Non-Director Executive Officers | | | | | | | | | | | | | |
Jay Venkat(2)
|
| | | | 5,933 | | | | | | 0.0% | | |
Alex Warren(3)
|
| | | | 3,499 | | | | | | 0.0% | | |
Kelly Tuminelli(4)
|
| | | | 32,078 | | | | | | 0.1% | | |
Samantha Wellington(5)
|
| | | | 50,012 | | | | | | 0.1% | | |
Directors | | | | | | | | | | | | | |
Burton M. Goldfield(6)
|
| | | | 521,209 | | | | | | 0.9% | | |
David C. Hodgson(7)
|
| | | | 22,148 | | | | | | 0.0% | | |
Jacqueline Kosecoff(8)
|
| | | | 10,659 | | | | | | 0.0% | | |
Maria Contreras-Sweet(9)
|
| | | | 5,596 | | | | | | 0.0% | | |
Michael J. Angelakis(10)
|
| | | | 21,477,538 | | | | | | 36.0% | | |
Myrna Soto(11)
|
| | | | 4,251 | | | | | | 0.0% | | |
Paul Chamberlain(12)
|
| | | | 35,659 | | | | | | 0.1% | | |
Ralph Clark(13)
|
| | | | 5,934 | | | | | | 0.0% | | |
Name
|
| |
Total Shares
Beneficially Owned |
| |
Percent(1)
|
| ||||||
Wayne Lowell(14)
|
| | | | 94,766 | | | | | | 0.2% | | |
All directors and executive officers as a group (13 persons)
|
| | | | 22,269,282 | | | | | | 37.2% | | |
Name and Address of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned |
| |
Percent(1)
|
| ||||||
Atairos Group, Inc.(2)
|
| | | | 21,450,259 | | | | | | 36.0% | | |
Wellington Management Group LLP(3)
|
| | | | 3,799,548 | | | | | | 6.3% | | |
The Vanguard Group(4)
|
| | | | 3,700,831 | | | | | | 6.2% | | |
Cantillon Capital Management LLC(5)
|
| | | | 3,851,703 | | | | | | 6.4% | | |
Name of Reporting Person
|
| |
Date of
Transaction |
| |
Acquisition or
Disposition |
| |
Number of
Shares |
| |
Disposition or
Grant Price as Applicable |
| ||||||||||||
Burton M. Goldfield
|
| | | | 6/23/2023 | | | | | | A | | | | | | 2,786 | | | | | $ | 10.98 | | |
| | | | | | | | | | | D | | | | | | 2,786 | | | | | $ | 95.9449 | | |
| | | | | | | | | | | A | | | | | | 7,000 | | | | | $ | 33.51 | | |
| | | | | | | | | | | D | | | | | | 6,200 | | | | | $ | 94.9006 | | |
| | | | | | | | | | | D | | | | | | 800 | | | | | $ | 95.6904 | | |
| | | | | 6/26/2023 | | | | | | A | | | | | | 7,000 | | | | | $ | 33.51 | | |
| | | | | 7/28/23 | | | | | | A | | | | | | 2,786 | | | | | $ | 10.98 | | |
| | | | | | | | | | | D | | | | | | 2,756 | | | | | $ | 101.0081 | | |
| | | | | | | | | | | D | | | | | | 30 | | | | | $ | 101.7142 | | |
| | | | | 7/31/23 | | | | | | A | | | | | | 7,000 | | | | | $ | 33.51 | | |
| | | | | | | | | | | D | | | | | | 5,600 | | | | | $ | 104.4826 | | |
| | | | | | | | | | | D | | | | | | 1,400 | | | | | $ | 104.9676 | | |
Jay Venkat
|
| | | | 7/15/2023 | | | | | | D | | | | | | 1,653 | | | | | $ | 95.20 | | |
| | |
Annual
Retainer (Chair) |
| |
Annual
Retainer (non-Chair) |
| ||||||
Board of Directors
|
| | | $ | 85,000 | | | | | $ | 60,000 | | |
Finance and Audit Committee
|
| | | $ | 35,000 | | | | | $ | 15,000 | | |
Compensation & HCM Committee
|
| | | $ | 30,000 | | | | | $ | 15,000 | | |
Nominating and Corporate Governance Committee
|
| | | $ | 20,000 | | | | | $ | 10,000 | | |
Risk Committee
|
| | | $ | 20,000 | | | | | $ | 10,000 | | |
| | |
Monthly
Retainer (Chair) |
| |
Monthly
Retainer (non-Chair) |
| ||||||
Board of Directors
|
| | | $ | 7,083.33 | | | | | $ | 5,000.00 | | |
Finance and Audit Committee
|
| | | $ | 2,916.67 | | | | | $ | 1,250.00 | | |
Compensation & HCM Committee
|
| | | $ | 2,500.00 | | | | | $ | 1,250.00 | | |
Nominating and Corporate Governance Committee
|
| | | $ | 1,666.67 | | | | | $ | 833.33 | | |
Risk Committee
|
| | | $ | 1,666,67 | | | | | $ | 833.33 | | |
Name
|
| |
Position(s)
|
|
Officers | | | | |
Burton M. Goldfield | | | President and Chief Executive Officer | |
Kelly Tuminelli | | | Executive Vice President and Chief Financial Officer | |
Jay Venkat | | |
Executive Vice President,
Chief Digital and Innovation Officer |
|
Samantha Wellington | | | Executive Vice President, Business Affairs, Chief Legal Officer and Secretary | |
Alex Warren | | | Chief Revenue Officer | |
Directors | | | | |
David C. Hodgson | | | Director | |
Burton M. Goldfield | | | Director | |
Jacqueline Kosecoff | | | Director | |
Maria Contreras-Sweet | | | Director | |
Michael J. Angelakis | | | Director | |
Myrna Soto | | | Director | |
Paul Chamberlain | | | Director | |
Ralph Clark | | | Director | |
Wayne Lowell | | | Director | |
|
By First Class, Registered or Certified Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011 |
| |
By Express or Overnight Delivery:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
|
|
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036 Toll-Free: 855-483-0952 |
| |
BofA Securities, Inc.
One Bryant Park
New York, NY 10036 Toll-Free: (888) 803-9655 |
| |
Truist Securities, Inc.
3333 Peachtree Road NE,
11th Floor Atlanta, GA 30326 Toll-Free: (855) 382-6151 |
|
| |
THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 28, 2023, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED (THE “EXPIRATION DATE”). |
| |
|
By First Class, Registered or Certified Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011 |
| |
By Express or Overnight Delivery:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
|
| |
Description of Shares Tendered
|
| | ||||||||||||||||
| |
Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s) appear(s) on Share Certificate(s)) |
| | |
Shares Surrendered
(Attach additional list if necessary) |
| | ||||||||||||
|
Certificate
Number(s) and/or indicate Book-Entry |
| | |
Total Number
of Shares Represented by Certificate(s)(1) |
| | |
Book-Entry
Shares Tendered(2) |
| | |
Total Number
of Shares Tendered |
| | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total Shares
|
| | | | | | | | | | | | | |
| |
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY |
| |
| |
ODD LOTS
(See Instruction 5) |
| |
| | To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned: | | |
| |
☐
is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.
|
| |
| | | | |
| |
CONDITIONAL TENDER
(See Instruction 13) |
| |
| | A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares that you indicate below is purchased by the Company pursuant to the terms of the tender offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional. | | |
| |
☐
The minimum number of shares that must be purchased, if any are purchased, is: shares. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked the box below:
|
| |
| |
☐
The tendered shares represent all shares held by the undersigned.
|
| |
| |
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) |
| | |||
| | To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be issued in the name of someone other than the undersigned. | | | |||
| | Name(s) | | |
(Please Print)
|
| |
| | Address(es) | | |
|
| |
| |
|
| | |||
| |
(RECIPIENT MUST COMPLETE AND RETURN THE ATTACHED IRS FORM W-9 OR AN APPLICABLE IRS FORM W-8)
|
| |
| |
SPECIAL DELIVERY INSTRUCTIONS
|
| | |||
| | To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s). | | | |||
| | Name(s) | | |
(Please Print)
|
| |
| | Address(es) | | |
|
| |
| | | |
| |
SIGN HERE
(Please also complete the attached IRS Form W-9 or an applicable IRS Form W-8) |
| | |||
| | | | | |||
| | (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by persons(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) | | | |||
| | Signature of Owner: | | | |||
| |
|
| | |||
| |
|
| | |||
| | Signature of Owner: | | | |||
| | Name(s): | | |
(Please Print)
|
| |
| | Dated: | | |
|
| |
| |
Capacity
(full title): |
| |
|
| |
| | Address: | | |
|
| |
| | | | | |||
| | | | | |||
| |
(MAKE ANY ADDRESS CORRECTION, THIS WILL BE A PERMANENT ADDRESS CHANGE) APPLY MEDALLION GUARANTEE STAMP BELOW
|
| | |||
| | | | | |||
| | | | | | | |
|
Morgan Stanley & Co. LLC
1585 Broadway New York, NY 10036 Toll-Free: (855) 483-0952 |
| |
BofA Securities, Inc.
One Bryant Park New York, NY 10036 Toll-Free: (888) 803-9655 |
| |
Truist Securities, Inc.
3333 Peachtree Road NE, 11th Floor Atlanta, GA 30326 Toll-Free: (855) 382-6151 |
|
| |
THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 28, 2023, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED (THE “EXPIRATION DATE”). |
| |
|
By First Class, Registered or Certified Mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011 |
| |
By Express or Overnight Courier:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
|
|
Certificate Nos. (if available):
|
| |
|
|
|
Name(s) of Record Holder(s):
|
| |
(Please Type or Print)
|
|
| Address(es): | | |
|
|
|
Zip Code(s):
|
| |
|
|
| Daytime Area Code and Telephone Number: | | |||
| | | |
|
|
| Signature(s): | | |
|
|
| Dated: | | |
|
| |
, 2023
|
|
|
Name of Tendering Institution:
|
| |
|
|
| Account Number at DTC: | | |
|
|
| |
SIGN HERE
|
| |
| |
Signature(s)
|
| |
| |
Dated: , 2023
Please type or print: |
| |
| |
(Name(s) of Stockholders)
|
| |
| |
(Address(es))
|
| |
| |
(Zip Code(s))
|
| |
| |
(Area Code(s) and Telephone No(s).)
|
| |
| |
(Taxpayer ID No(s). or Social Security No(s).)
|
| |
|
(Name of Firm)
|
| |
|
| | | |
|
(Authorized Signature)
|
| |
|
| | | |
|
(Name)
|
| |
|
| | | |
|
(Address)
|
| |
|
| | | |
|
(Area Code and Telephone No.)
|
| |
|
| | | |
| Dated: | | |
, 2023
|
| |
| |
THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 28, 2023, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED
(THE “EXPIRATION DATE”). |
| |
| |
THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 28, 2023, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED (THE “EXPIRATION DATE”). |
| |
| Signature(s): | | |
|
|
| Name(s): | | |
(PLEASE PRINT) |
|
| Taxpayer Identification Number or Social Security Number: | | |
|
|
| Area Code(s)/Phone Number(s): | | |
|
|
| Date: | | |
|
|
|
Morgan Stanley & Co. LLC
1585 Broadway New York, NY 10036 Toll-Free: 855-483-0952 |
| |
BofA Securities, Inc.
One Bryant Park New York, NY 10036 Toll-Free: (888) 803-9655 |
| |
Truist Securities, Inc.
3333 Peachtree Road NE, 11th Floor Atlanta, GA 30326 Toll-Free: (855) 382-6151 |
|
Exhibit (a)(5)(ii)
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)
Dublin, CA (August 1, 2023) — TriNet Group, Inc. (NYSE: TNET) (“TriNet” or the “Company”) announced today that it has commenced a fixed price tender offer (the “Tender Offer”) to repurchase for cash up to 5,981,308 shares (representing approximately $640 million in value of shares) at a price of $107.00 per share (the “Purchase Price”), less any applicable withholding taxes and without interest. The Tender Offer is expected to be funded with a combination of cash on hand, the net proceeds from a proposed private offering by the Company of senior notes that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Notes Offering”), and a drawdown of funds under the Company’s revolving credit facility, which is expected to be upsized pursuant to an amendment to be entered into on or around the closing date of the Notes Offering. On July 31, 2023, the closing price of the shares was 105.23 per share. The Tender Offer will expire at 12:00 midnight, New York City time, at the end of the day on August 28, 2023 (the “Expiration Date”), unless extended or terminated.
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 3,364,486 shares (representing approximately $360 million in value of shares), as such number may be increased pursuant to the Repurchase Agreement, from Atairos at the Purchase Price (the “Share Repurchase”). If the Tender Offer is not fully subscribed, but at least 3,644,859 shares (representing approximately $390 million in value of shares) are properly tendered and not properly withdrawn pursuant to the Tender Offer, the 3,364,486 shares to be repurchased from Atairos pursuant to the Repurchase Agreement will be increased such that the Company repurchases from Atairos an additional number of shares equal to the difference between (i) 5,981,308 shares, which is the maximum number of shares the Company is offering to repurchase in the Tender Offer, and (ii) the number of shares the Company repurchases pursuant to the Tender Offer; provided that such increase does not cause Atairos to beneficially own less than 33% of the Company’s outstanding shares immediately following the closing of the Share Repurchase (taking into account the shares purchased in the Tender Offer), which percentage may be further reduced to 30% at Atairos’ sole discretion. If the Company decides to exercise its right to accept for purchase pursuant to the Tender Offer up to an additional 2% of its outstanding shares without extending the Expiration Date (the “Two Percent Upsize Option”), Atairos has agreed to proportionally increase the number of shares it sells pursuant to the Share Repurchase, up to an additional 429,005 shares, so as to continue to beneficially own 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). If the Tender Offer is not fully subscribed and fewer than 3,644,859 shares are properly tendered and not properly withdrawn pursuant to the Tender Offer, the Company will repurchase that number of shares properly tendered and not properly withdrawn pursuant to the Tender Offer and the Company will repurchase only 3,364,486 shares from Atairos under the Repurchase Agreement. Pursuant to the Repurchase Agreement, 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. 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 Financing Condition, which is disclosed in the Offer to Purchase.
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 $1.0 billion in value of shares), representing approximately 16% of the Company’s outstanding shares as of July 27, 2023. If more than 5,981,308 shares are properly tendered in the Tender Offer and not properly withdrawn, the Company reserves the right to exercise the Two Percent Upsize Option. Unless indicated otherwise, the Offer to Purchase assumes the Company will not exercise the Two Percent Upsize Option. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares of its common stock or to change the Purchase Price subject to applicable legal and regulatory requirements. Any shares tendered may be withdrawn prior to expiration of the Tender Offer. Stockholders that do not wish to participate in the Tender Offer do not need to take any action.
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 U.S. Securities and Exchange Commission (the “SEC”). These documents contain important information about the terms and conditions of the Tender Offer.
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.
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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 36% of its issued and outstanding shares immediately following the closing of the Share Repurchase (taking into account the shares purchased in the Tender Offer). Pursuant to the Repurchase Agreement, 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 following the Expiration Date.
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.
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. 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.
About TriNet
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.
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FORWARD-LOOKING STATEMENTS
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 Contact: | Investor Relations Contact: |
Renee Brotherton / Josh Gross | Alex Bauer |
renee.brotherton@trinet.com | investorrelations@trinet.com |
josh.gross@trinet.com | (510) 875-7201 |
(408) 646-5103 / (347) 432-8300 |
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Exhibit 107
Calculation of Filing Fee Tables
SC TO-I
(Form Type)
TriNet Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Transaction Valuation |
Fee rate | Amount of Filing Fee |
||||||||||
Fees to Be Paid | $ | 640,000,000 | 0.00011020 | $ | 70,528 | |||||||
Fees Previously Paid | ||||||||||||
Total Transaction Valuation | $ | 640,000,000 | ||||||||||
Total Fees Due for Filing | $ | 70,528 | ||||||||||
Total Fees Previously Paid | ||||||||||||
Total Fee Offsets | — | |||||||||||
Net Fee Due | $ | 70,528 |
Table 2 – Fee Offset Claims and Sources
Registrant |
Form |
File |
Initial |
Filing |
Fee |
Fee | |
Fee Offset Claims | |||||||
Fee Offset Sources |