Alight is a Leading Cloud-Based Provider of
Integrated Digital Human Capital and Business Solutions, Serving
More than 30 Million People and their Families
Alight Serves 70% of the Fortune 100 and 50% of
the Fortune 500 with Long-Term Contracts
Company to Become Publicly Listed through
Combination
Partnership Brings Together the Tools and
Relevant Experience to Accelerate Revenue and Margin Growth,
Resulting in Multiple Expansion
Pro-Forma Enterprise Value of Approximately
$7.3 Billion upon Consummation of Transaction
Bill Foley to Become Chairman of the Board of
Directors and Help Accelerate Technology Transformation of the
Business
Stephan Scholl to Continue Leading the Company
as CEO
Joint Investor Call and Presentation on January
25, 2021 at 8:00 A.M. ET
Alight Solutions (“Alight”), a leading cloud-based provider of
integrated digital human capital and business solutions, and Foley
Trasimene Acquisition Corp. (NYSE: WPF, WPF WS) (“Foley
Trasimene”), a special purpose acquisition company, today announced
that they have entered into a definitive business combination
agreement. Upon closing of the transaction, the combined company
(the "Company") will operate as Alight, Inc. and plans to list
under the symbol ALIT. The transaction reflects an implied
pro-forma enterprise value for Alight of approximately $7.3
billion.
With more than 25 years of operating experience, Alight’s human
capital business process as a service (“BPaaS”) solutions unite
SaaS capabilities, AI, automation and data analytics to deliver
superior outcomes for employees and employers across a
comprehensive portfolio of services. Alight integrates health,
wealth and wellbeing into one holistic and personalized solution,
providing a streamlined experience for employees, while enabling
employers of all sizes to achieve a high-performance culture.
William P. Foley, II, Founder and Chairman of Foley Trasimene,
stated, “Our team has worked meticulously evaluating hundreds of
potential partners through the second half of 2020, and we are
excited to announce this transaction with Alight. Stephan and the
leadership team have already positioned Alight as the market leader
in employee benefit and business solutions and we believe there is
significant opportunity to further transform the business and
create value for shareholders. Through our partnership, we will
leverage our proven playbook and Alight’s unique position between
employees and employers to increase revenue growth and margin
expansion. Alight is poised to be the preeminent employee
engagement partner, and we look forward to assisting Stephan and
the team in achieving this goal.”
“Today’s announcement is a significant milestone in our ongoing
transformation at Alight. Partnering with proven SPAC sponsor Bill
Foley positions Alight to become the preeminent employee engagement
partner for employers of all sizes,” said Stephan Scholl, CEO of
Alight. “Now more than ever, employees and employers are facing
incredible challenges that are impacting their ability to thrive.
We are committed to helping our clients and their people make the
best decisions for themselves and their families through a
personalized, integrated view of their health, wealth and
wellbeing. We know that when employees have peace of mind in their
personal lives, they are inspired to do their best at work,
resulting in higher productivity and an increased return on the
investment companies make in their people.”
Peter Wallace and David Kestnbaum, Senior Managing Directors at
Blackstone, said, “Under Blackstone’s ownership, Alight’s
leadership team has transformed the company into a leading provider
of integrated digital human capital and business solutions for
employees and employers. We look forward to remaining significant
shareholders alongside Foley Trasimene for the next stage of
Alight’s growth.”
Alight Investment Highlights:
- Market leading employee benefits solutions delivered to over 30
million people and family members, including more than 70% of the
Fortune 100 and 50% of the Fortune 500, and across diverse industry
verticals.
- Scalable, highly secure and cloud-based technology
infrastructure and robust core transaction engines that help
employers manage approximately 70% of their spend and assist
employees in making the most critical decisions around health,
wealth and wellbeing.
- Access to a full view of data that places Alight at the center
of employee engagement; sophisticated platform enables
hyper-personalized solutions.
- Experienced management team with a proven record and diverse
experience in software, management consulting, insurance, human
capital, domain expertise and business services led by Stephan
Scholl, who will continue leading the Company. Best-in-class
management team further strengthened with the support of Bill Foley
as Chairman of the Board of Directors.
- Attractive financial profile with a highly recurring and
diversified revenue with 3-5 year contracts, an average client
tenure among top 25 clients of approximately 15 years, 97% revenue
retention and approximately 75% of 2021 revenue already under
contract.
- Comprehensive and proven M&A and integration strategy, with
significant vertical and horizontal acquisition opportunities
focused on innovation, scale and market adjacencies that drive
engagement and meaningful value for clients.
- Significant value creation opportunities through revenue
growth, margin improvement and multiple expansion.
The Board will be comprised of eight directors, including three
directors appointed by Foley Trasimene, three directors appointed
by Blackstone, Alight CEO Stephan Scholl and one additional
independent director. A majority of the directors will be
independent, consistent with the applicable listing rules.
Transaction Overview
Under the terms of the proposed transaction, Foley Trasimene
will combine with Alight and, in connection with the business
combination, Alight will become a publicly traded entity under the
name “Alight, Inc.” and symbol ALIT. The transaction reflects an
implied pro-forma enterprise value for Alight of approximately $7.3
billion at closing.
Proceeds from the transaction will be used in part to pay down
debt and will result in substantial deleveraging for Alight on a
pro forma basis. Net leverage will be approximately 3.1x1 at close,
and will support significant cash flow generation and flexibility
to pursue opportunistic M&A going forward.
The cash component of the consideration will be funded by Foley
Trasimene’s cash in trust, $300 million in proceeds from the
forward purchase agreements with Cannae Holdings, Inc. and THL FTAC
LLC, an affiliate of Thomas H. Lee Partners, L.P., as well as a
$1.55 billion private placement from various institutional and
private investors. The $1.55 billion private placement includes an
additional $250 million investment from Cannae Holdings, Inc., and
a $150 million investment from Fidelity National Title Insurance
Co., Chicago Title Insurance Co. and Commonwealth Land Title
Insurance Co. Other institutional investors include Hedosophia,
Suvretta Capital and Third Point LLC. The balance of the
consideration will consist of equity in the Company. Existing
Alight equity holders, including Blackstone, ADIA, GIC, New
Mountain Capital and management, will remain the largest investors
in the Company.
Completion of the transaction is subject to approval by Foley
Trasimene stockholders, the effectiveness of a registration
statement to be filed with the Securities and Exchange Commission
(the “SEC”) in connection with the transaction, and other customary
closing conditions, including the receipt of certain regulatory
approvals. The transaction is expected to close in the second
quarter of 2021.
Advisors
J.P. Morgan Securities LLC is acting as lead financial advisor
and capital markets advisor to Alight. Credit Suisse is acting as
financial and capital markets advisor to Alight. Barclays and
Morgan Stanley & Co. LLC are also acting as financial and
capital markets advisors to Alight.
BofA Securities is acting as financial advisor to Foley
Trasimene. Credit Suisse and J.P. Morgan Securities LLC acted as
lead placement agents on the private offering. BofA Securities also
acted as placement agent.
Kirkland & Ellis LLP is acting as legal counsel to Alight.
Weil, Gotshal & Manges LLP is acting as legal counsel to Foley
Trasimene.
Conference Call, Webcast and Presentation Information
Management of Alight and Foley Trasimene will host an investor
call on January 25, 2021 at 8:00 A.M. ET to discuss the proposed
transaction. The conference call will be accompanied by a detailed
investor presentation.
A live webcast of the call will be available here, and can also
be accessed on https://alight.com/newsroom and Foley Trasimene
Acquisition Corp.’s website at https://investor.foleytrasimene.com.
For those who wish to participate by telephone, please dial
1-877-407-0792 (U.S.) or 1-201-689-8263 (International) and
reference the Conference ID 13715512. A replay of the call will
also be available via webcast here and at
https://alight.com/newsroom.
In addition, Foley Trasimene will file an investor presentation
with the SEC as an exhibit to a Current Report on Form 8-K prior to
the call, which will be available on the SEC’s website at
www.sec.gov.
All materials can also be found at https://alight.com/newsroom
and at https://investor.foleytrasimene.com/.
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 at alight.com.
About Foley Trasimene Acquisition Corp.
Foley Trasimene Acquisition Corp. is a blank check company whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or entities. For
more information please visit https://www.foleytrasimene.com/.
About Blackstone
Blackstone is one of the world’s leading investment firms. We
seek to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which
we work. We do this by using extraordinary people and flexible
capital to help companies solve problems. Our $584 billion in
assets under management include investment vehicles focused on
private equity, real estate, public debt and equity, life sciences,
growth equity, opportunistic, non-investment grade credit, real
assets and secondary funds, all on a global basis. Further
information is available at www.blackstone.com. Follow Blackstone
on Twitter @Blackstone.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, a
registration statement on Form S-4 (the “Form S-4”) is expected to
be filed by Acrobat Holdings, Inc. (to be renamed Alight, Inc. at
closing), a Delaware corporation (“Alight Pubco”), with the SEC.
The Form S-4 will include preliminary and definitive proxy
statements to be distributed to holders of Foley Trasimene’s common
stock in connection with Foley Trasimene’s solicitation for proxies
for the vote by Foley Trasimene’s stockholders in connection with
the proposed business combination and other matters as described in
the Form S-4, as well as a prospectus of Alight Pubco relating to
the offer of the securities to be issued in connection with the
completion of the business combination. Foley Trasimene and Alight
Pubco urge investors, stockholders and other interested persons to
read, when available, the Form S-4, including the proxy
statement/prospectus incorporated by reference therein, as well as
other documents filed with the SEC in connection with the proposed
business combination, as these materials will contain important
information about Alight Pubco, Foley Trasimene, and the proposed
business combination. Such persons can also read Foley Trasimene’s
final prospectus dated May 28, 2020 (SEC File No. 333-238135), for
a description of the security holdings of Foley Trasimene’s
officers and directors and their respective interests as security
holders in the consummation of the proposed business combination.
After the Form S-4 has been filed and declared effective, the
definitive proxy statement/prospectus will be mailed to Foley
Trasimene’s stockholders as of a record date to be established for
voting on the proposed business combination. Stockholders will also
be able to obtain copies of such documents, without charge, once
available, at the SEC’s website at www.sec.gov, or by directing a
request to: Foley Trasimene Acquisition Corp., 1701 Village Center
Circle, Las Vegas, NV 89134, or (702) 323-7330. These documents,
once available, can also be obtained, without charge, at the SEC’s
web site (http://www.sec.gov).
Participants in the Solicitation
Foley Trasimene and the Company and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Foley Trasimene’s stockholders in
connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of Foley Trasimene’s directors
and executive officers in Foley Trasimene’s final prospectus dated
May 28, 2020 (SEC File No. 333-238135), which was filed with the
SEC on May 28, 2020. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies of Foley Trasimene’s stockholders in connection with the
proposed business combination will be set forth in the proxy
statement/prospectus for the proposed business combination when
available. Information concerning the interests of Foley
Trasimene’s and Alight’s participants in the solicitation, which
may, in some cases, be different than those of Foley Trasimene’s
and Alight’s equity holders generally, will be set forth in the
proxy statement/prospectus relating to the proposed business
combination when it becomes available.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Foley Trasimene’s and
Alight’s actual results may differ from their expectations,
estimates, and projections and, consequently, you should not rely
on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Foley Trasimene’s and the Company’s expectations with
respect to future performance and anticipated financial impacts of
the proposed business combination, the satisfaction or waiver of
the closing conditions to the proposed business combination, and
the timing of the completion of the proposed business
combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Foley Trasimene’s and the Company’s control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the definitive business combination agreement (the
“Agreement”); (2) the outcome of any legal proceedings that may be
instituted against Foley Trasimene and/or the Company following the
announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed business
combination, including due to failure to obtain approval of the
stockholders of Foley Trasimene, certain regulatory approvals, or
satisfy other conditions to closing in the Agreement; (4) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the Agreement or could otherwise
cause the transaction to fail to close; (5) the impact of COVID-19
on the Company’s business and/or the ability of the parties to
complete the proposed business combination; (6) the inability to
obtain or maintain the listing of the Company’s common shares on
the New York Stock Exchange following the proposed business
combination; (7) the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
(8) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the Company to grow and
manage growth profitably, and retain its key employees; (9) costs
related to the proposed business combination; (10) changes in
applicable laws or regulations; and (11) the possibility that Foley
Trasimene or the Company may be adversely affected by other
economic, business, and/or competitive factors. The foregoing list
of factors is not exclusive. Additional information concerning
certain of these and other risk factors is contained in Foley
Trasimene’s most recent filings with the SEC and will be contained
in the Form S-4, including the proxy statement/prospectus expected
to be filed in connection with the proposed business combination.
All subsequent written and oral forward-looking statements
concerning Foley Trasimene or the Company, the transactions
described herein or other matters and attributable to Foley
Trasimene, the Company or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Each of Foley Trasimene and the Company expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in their expectations with respect thereto or
any change in events, conditions, or circumstances on which any
statement is based, except as required by law.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Foley Trasimene or the Company, nor shall there
be any sale of any such 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
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or exemptions
therefrom.
1 Based on net debt of $1.9 billion and 2020E Lender Adj. EBITDA
of $610 million.
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version on businesswire.com: https://www.businesswire.com/news/home/20210125005389/en/
Alight
Investors: investor.relations@alight.com 470-638-7400
Media:
Jonathan Keehner / Kara Brickman / Haley Salas Joele Frank,
Wilkinson Brimmer Katcher 212-355-4449 Alight-JF@joelefrank.com
Foley Trasimene Acquisition Corp.
Investors
Shannon Devine Solebury Trout +1 203-858-1945
Sdevine@soleburytrout.com
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