Alight (NYSE: ALIT) (“Alight or the “Company”), a leading
cloud-based provider of integrated digital human capital and
business solutions, today announced that the Company will redeem
all of its outstanding warrants (the “Warrants”) to purchase shares
of the Company’s Class A common stock, par value $0.0001 per share
(the “Class A Common Stock”), that were issued under 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 Company, FTAC and the Warrant Agent, for a redemption price of
$0.10 per Warrant (the “Redemption Price”), that remain outstanding
at 5:00 p.m. New York City time on December 27, 2021 (the
“Redemption Date”).
Redemption Details
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all of the outstanding Warrants if the Reference
Value (as defined below) equals or exceeds $10.00 per share and, if
the Reference Value is less than $18.00 per share, any Private
Placement Warrants and Forward Purchase Warrants are also
concurrently called for redemption on the same terms as the
outstanding Public Warrants (each as defined in the Warrant
Agreement). “Reference Value” means the last reported sales price
of the shares of 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. No Private
Placement Warrants are outstanding, and the Forward Purchase
Warrants are being concurrently called for redemption on the same
terms as the outstanding Public Warrants. At the direction of the
Company, the Warrant Agent delivered a notice of redemption to each
of the registered holders of the outstanding Warrants on November
26, 2021.
In accordance with the Warrant Agreement, upon delivery of the
notice of redemption, the Warrants may be exercised either for cash
or on a “cashless basis.” Accordingly, holders may continue to
exercise Warrants and receive Class A Common Stock in exchange for
payment in cash of the $11.50 per warrant exercise price.
Alternatively, a holder may surrender Warrants 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 exercise of a Warrant. Holders of Warrants that elect a
“make-whole” cashless exercise of the Warrants will receive a
number of shares of Class A Common Stock for each Warrant
surrendered for exercise to be provided to the holders of Warrants
no later than December 13, 2021. The exercise procedures are
described in the notice of redemption and the election to purchase
included therein. Any Warrants that remain unexercised at 5:00 p.m.
New York City time on the Redemption Date will be delisted, void
and no longer exercisable, and the holders will have no rights with
respect to those Warrants, except to receive the $0.10 per
Warrant.
The number of shares of Class A Common Stock that each
exercising Warrant holder will receive by virtue of the make-whole
cashless exercise (instead of paying the $11.50 per Warrant cash
exercise price) will be calculated in accordance with the terms of
the Warrant Agreements with reference to the table set forth in
Section 6.2 of the Warrant Agreements based on the fair market
value of the shares of Class A Common Stock and length of time to
the applicable expiration of the Warrants. If any holder of
Warrants would, after taking into account all of such holder’s
Warrants exercised 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.
Alight understands from the New York Stock Exchange that
December 23, 2021, the trading day prior to the Redemption Date,
will be the last day on which the Warrants will be traded on the
New York Stock Exchange.
None of Alight, its board of directors or employees has made or
is making any representation or recommendation to any holder of the
Warrants as to whether to exercise, whether on a cash or cashless
basis, or refrain from exercising any Warrants.
Issuance of the shares of Class A Common Stock underlying the
Warrants 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). Exercise of
Warrants held in “street name” should be directed through the
broker of the Warrant holder. In addition to the broker, 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 the Alight’s warrants. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211129005244/en/
Investors: Alight Investor Relations
investor.relations@alight.com
Media: MacKenzie Lucas mackenzie.lucas@alight.com
Alight (NYSE:ALIT)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
Alight (NYSE:ALIT)
Historical Stock Chart
Von Apr 2023 bis Apr 2024