TriNet Group, Inc. Commences a Fixed Price Tender Offer to Repurchase up to 5,98… – Press Release

DUBLIN, Calif., Aug. 1, 2023 /PRNewswire/ — 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.

TriNet Logo (PRNewsfoto/TriNet)

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…