Alight (NYSE: ALIT) (“Alight” or the “Managing Member”), a
leading cloud-based provider of integrated digital human capital
and business solutions, today announced that Alight Holding
Company, LLC (the “Company”) will redeem all of its 15,133,333
outstanding Class C Units (the “Units”) to purchase shares of the
Managing Member’s Class A common stock, par value $0.0001 per share
(the “Class A Common Stock”), for a redemption price of $0.10 per
Unit (the “Redemption Price”), that remain outstanding at 5:00 p.m.
New York City time on December 27, 2021 (the “Redemption Date”).
This redemption follows the redemption of the 44,499,941
outstanding Public Warrants (which include the Forward Purchase
Warrants) which were called for redemption on November 26, 2021
pursuant to a notice of redemption delivered on the same date.
These Units were issued under the Second Amended and Restated
Limited Liability Company Agreement of the Company, dated as of
July 2, 2021, by and between the Managing Member, Bilcar FT, LP, a
Delaware limited partnership (“Bilcar”), Trasimene Capital FT, LP,
a Delaware limited partnership (“Trasimene”), the Company and the
other parties from time to time party thereto, as amended by the
First Amendment to Second Amended and Restated Limited Liability
Company Agreement of the Company, dated as of December 1, 2021
(together, the “LLC Agreement”), by and between the Managing
Member, Bilcar, Trasimene and the Company and are subject to the
Warrant Agreement, dated as of May 29, 2020, by and between Foley
Trasimene Acquisition Corp. (n/k/a Alight Group, Inc.) (“FTAC”) and
Continental Stock Transfer & Trust Company (the “Warrant
Agent”), as amended by the Warrant Assumption Agreement, dated as
of July 2, 2021 (together, the “Warrant Agreement”), by and between
the Managing Member, FTAC and the Warrant Agent.
Redemption Details
Under the terms of the LLC Agreement, the Company is entitled to
redeem all of the outstanding Units if the Reference Value (as
defined below) equals or exceeds $10.00 per share. “Reference
Value” means the last reported sales price of the shares of the
Class A Common Stock for any twenty (20) trading days within the
thirty (30) trading-day period ending on the third trading day
prior to the date on which notice of the redemption is given. This
share price performance target has been met.
In accordance with the Warrant Agreement, upon delivery of the
notice of redemption, the Units may be exchanged either for cash or
on a “cashless basis.” Accordingly, holders may continue to
exchange Units and receive Class A Common Stock in exchange for
payment in cash of the $11.50 per Unit exchange price.
Alternatively, a holder may surrender Units for a certain number of
shares of Class A Common Stock (such fraction determined by
reference to the Warrant Agreement and described in the notice of
redemption) that such holder would have been entitled to receive
upon a cash exchange of Units. Holders of Units that elect a
“make-whole” cashless exchange of the Units will receive a number
of shares of Class A Common Stock for each Unit surrendered for
exchange to be provided to the holders of Units no later than
December 13, 2021. The exchange procedures are described in the
notice of redemption and the election to purchase included therein.
Any Units that remain unexchanged at 5:00 p.m. New York City time
on the Redemption Date will be void and no longer exercisable, and
the holders will have no rights with respect to those Units, except
to receive the $0.10 per Unit.
The number of shares of Class A Common Stock that each
exercising Unit holder will receive by virtue of the make-whole
cashless exchange (instead of paying the $11.50 per Unit cash
exchange price) will be calculated in accordance with the terms of
the Warrant Agreement with reference to the table set forth in
Section 6.2 of the Warrant Agreement based on the fair market value
of the shares of Class A Common Stock and length of time to the
applicable expiration of the Units. If any holder of Units would,
after taking into account all of such holder’s Units exchanged at
one time, be entitled to receive a fractional interest in a share
of Class A Common Stock, the number of shares the holder will be
entitled to receive will be rounded down to the nearest whole
number of shares.
None of Alight, its board of directors or employees has made or
is making any representation or recommendation to any holder of the
Units as to whether to exchange, whether on a cash or cashless
basis, or refrain from exchanging any Units.
Issuance of the shares of Class A Common Stock underlying the
Units has been registered by Alight under the Securities Act of
1933, as amended, and is covered by a registration statement filed
on Form S-1 with, and declared effective by, the Securities and
Exchange Commission (Registration No. 333-258350). In addition to
the broker of any Unit holder, questions may also be directed to
Continental Stock Transfer & Trust Company, 1 State Street,
30th Floor, New York, New York 10004, Attention: Compliance
Department, Telephone Number (212) 509-4000.
About Alight Solutions
With an unwavering belief that a company’s success starts with
its people, Alight Solutions is a leading cloud-based provider of
integrated digital human capital and business solutions. Leveraging
proprietary AI and data analytics, Alight optimizes business
process as a service (BPaaS) to deliver superior outcomes for
employees and employers across a comprehensive portfolio of
services. Alight allows employees to enrich their health, wealth
and work while enabling global organizations to achieve a
high-performance culture. Alight’s 15,000 dedicated colleagues
serve more than 30 million employees and family members. Learn how
Alight helps organizations of all sizes, including over 70% of the
Fortune 100.
For more information, please visit www.alight.com.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements include, but are
not limited to, statements related to the expectations regarding
the redemption of Alight’s warrants or the Company’s Units. In some
cases, these forward-looking statements can be identified by the
use of words such as "outlook," "believes," "expects," "potential,"
"continues," "may," "will," "should," "could," "seeks," "projects,"
"predicts," "intends," "plans," "estimates," "anticipates" or the
negative version of these words or other comparable words. Such
forward-looking statements are subject to various risks and
uncertainties including, among others, risks related to the level
of business activity of our clients, risks related to the impact of
the COVID-19 pandemic, including as a result of new strains or
variants of the virus, competition in our industry, the performance
of our information technology systems and networks, our ability to
maintain the security and privacy of confidential and proprietary
information and changes in regulation. Additional factors that
could cause Alight’s results to differ materially from those
described in the forward-looking statements can be found under the
section entitled "Risk Factors" of Alight’s prospectus filed with
the Securities and Exchange Commission (the "SEC") on August 24,
2021 pursuant to Rule 424(b)(3) under the Securities Act, as such
factors may be updated from time to time in Alight’s filings with
the SEC, which are accessible on the SEC's website at www.sec.gov.
Accordingly, there are or will be important factors that could
cause actual outcomes or results to differ materially from those
indicated in these statements. These factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included in this press release
and in Alight’s filings with the SEC. Alight undertakes no
obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20211202005311/en/
Investors: Alight Investor Relations
investor.relations@alight.com Media: MacKenzie Lucas
mackenzie.lucas@alight.com
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