SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO 

(Amendment No. 2) 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) 

of the Securities Exchange Act of 1934

TriNet Group, Inc.
(Name of Subject Company (Issuer))

TriNet Group, Inc.
(Names of filing Persons (Offeror and Issuer))

Common Stock, Par Value $0.000025 per share
(Title of Class of Securities)

896288107
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

Samantha Wellington
Senior Vice President, Chief Legal Officer and Secretary
TriNet Group, Inc.
One Park Place
Suite 600
Dublin, California 94568
(510) 352-5000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)

Copies to:

Sarah K. Solum
Freshfields Bruckhaus Deringer US LLP
2710 Sand Hill Road
Menlo Park, California 94025
(650) 618-9250

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable
Form or Registration No.:	Not applicable
Filing Party:	Not applicable.
Date Filed:	Not applicable

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ Third-party tender offer subject to Rule 14d-1.

x Issuer tender offer subject to Rule 13e-4.

¨ Going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

AMENDMENT NO. 2 TO SCHEDULE TO

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by TriNet Group, Inc., a Delaware corporation (“TriNet” or the “Company”), on February 17, 2022, as amended by Amendment No. 1 filed on March 18, 2022 (as amended, the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to $300,000,000 in value of shares of its issued and outstanding common stock, par value $0.000025 per share (the “shares”), at a price not less than $83.00 per share and not more than $97.00 per share, less any applicable withholding taxes and without interest.

The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 17, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”), copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended or supplemented, constitute the “Tender Offer”).

This Amendment No. 2 is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended. Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

ITEM 11. ADDITIONAL INFORMATION

Item 11 is hereby amended and supplemented as follows:

On March 22, 2022, TriNet issued a press release announcing the final results of the Tender Offer, which expired at 12:00 midnight, New York City time, at the end of the day on March 17, 2022. A copy of such press release is filed as Exhibit (a)(5)(iii) to this Amendment No. 2 and is incorporated herein by reference.

ITEM 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(iii)* Press release announcing final results of the tender offer, dated March 22, 2022.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 22, 2022
	TRINET GROUP, INC.
	By:	/s/ Burton M. Goldfield
		Name: Burton M. Goldfield
		Title:  Chief Executive Officer

EXHIBIT INDEX

Exhibits.

EXHIBIT NUMBER	DESCRIPTION
(a)(1)(i)**	Offer to Purchase, dated February 17, 2022.
(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 February 17, 2022.
(a)(1)(v)**	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated February 17, 2022.
(a)(1)(vi)**	Summary Advertisement, dated February 17, 2022.
(a)(1)(vii)**	Form of Instruction Letter for participants in the TriNet Group, Inc. 2014 Employee Stock Purchase Plan.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)**	Press release announcing the tender offer, dated February 17, 2022.
(a)(5)(ii)**	Press release announcing preliminary results of the tender offer and waiver of condition to the tender offer, dated March 18, 2022.
(a)(5)(iii)*	Press release announcing final results of the tender offer, dated March 22, 2022.
(b)	Not applicable.
(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)(i)) (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 Agreement and Restricted Stock Unit Award Notice under the Amended and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.6 to the Registrant’s S-1/A filed on March 4, 2014 (File No. 333-192465) and incorporated herein by reference).

EXHIBIT  NUMBER	DESCRIPTION
(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 10.1 to the Registrant’s 10-Q filed on April 30, 2018 (File No. 001-36373) and incorporated herein by reference).
(d)(x)	Form of Performance-Based Restricted Stock Unit Award Agreement and Performance-Based 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 30, 2018 (File No. 001-36373) and incorporated herein by reference).
(d)(xi)	Form of Restricted Stock Award Agreement and Restricted Stock Grant Notice under the Amended and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.3 to the Registrant’s 10-Q filed on April 30, 2018 (File No. 001-36373) and incorporated herein by reference).
(d)(xii)	Form of Performance-Based Restricted Stock Award Agreement and Performance-Based Restricted Stock Grant Notice under the 2009 Equity Incentive Plan, as amended through February 20, 2014 (filed as Exhibit 10.4 to the Registrant’s 10-Q filed on April 30, 2018 (File No. 001-36373) and incorporated herein by reference).
(d)(xiii)	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)(xiv)	TriNet Group, Inc. 2019 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s 10-Q filed on July 25, 2019 (File No. 001-36373) and incorporated herein by reference).
(d)(xv)	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)(xvi)	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)(xvii)	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).
(d)(xviii)	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)(xix)	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)(xx)	Amended and Restated Non-Employee Director Compensation Policy (filed as Exhibit 10.17 to the Registrant’s 10-K filed on February 14, 2022 (File No. 001-36373) and incorporated herein by reference).
(d)(xxi)	TriNet Group, Inc. Severance Benefit Plan (filed as Exhibit 10.10 to the Registrant’s 10-K filed on April 1, 2016 (File No. 001-36373) and incorporated herein by reference).
(d)(xxii)	TriNet Group, Inc. Amended and Restated Executive Severance Benefit Plan (filed as Exhibit 10.1 to the Registrant’s 8-K filed on May 23, 2017 (File No. 001-36373) and incorporated herein by reference).
(d)(xxiii)	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)(xxiv)	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).

EXHIBIT  NUMBER	DESCRIPTION
(d)(xxv)	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 10.9 (File No. 333-192465) and incorporated herein by reference).
(d)(xxvi)	Second Amended and Restated Employment Agreement, dated December 31, 2016, between Edward Griese and TriNet Group, Inc (filed as Exhibit 10.2 to the Registrant’s 10-Q filed on August 1, 2017 (File No. 001-36373) and incorporated herein by reference).
(d)(xxvii)	Separation Agreement between Edward Griese and TriNet Group, Inc. dated December 31, 2021 (filed as Exhibit 10.20 to the Registrant’s 10-K filed on February 14, 2022 (File No. 001-36373) and incorporated herein by reference).
(d)(xxviii)	Employment Agreement, dated November 19, 2018, between Samantha Wellington and TriNet Group, Inc (filed as Exhibit 10.22 to the Registrant’s 10-K filed on November 19, 2018 (File No. 001-36373) and incorporated herein by reference).
(d)(xxix)	Second Amended and Restated Employment Agreement, dated July 25, 2020, between TriNet USA, Inc. and Olivier Kohler (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)(xxx)	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)(xxxi)	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).
(g)	Not applicable.
(h)	Not applicable.
107*	Filing Fee Table.

* Filed herewith

** Previously filed

EX-99.(A)(5)(III)

Exhibit (a)(5)(iii)

 

TriNet Group, Inc. Announces Final Results of its Modified Dutch Auction Tender Offer

DUBLIN, CA — March 22, 2022 — TriNet Group, Inc. (NYSE: TNET) (“TriNet,” the “Company,” “us” or “our”) announced today the final results of its modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $300 million in value of its issued and outstanding common stock, par value $0.000025 per share (the “Common Stock”), at a price per share not less than $83.00 and not greater than $97.00, less any applicable withholding taxes and without interest, using available cash on hand. The Tender Offer expired at 12:00 midnight, New York City time, at the end of the day on March 17, 2022. The Company’s largest stockholder, Atairos Group, Inc., did not participate in the Tender Offer.

Based on the final count by Computershare Trust Company, N.A., the depositary for the Tender Offer (the “Depositary”), a total of 3,653,690 shares of Common Stock were properly tendered and not properly withdrawn at or below the purchase price of $86.50 per share.

In accordance with the terms and conditions of the Tender Offer, TriNet has accepted for purchase 3,653,690 shares at a price of $86.50 per share, for an aggregate cost of approximately $316.0 million, excluding fees and expenses relating to the Tender Offer. Included in the 3,653,690 shares that the Company accepted for purchase are 185,482 shares that the Company elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares. The 3,653,690 shares TriNet accepted for purchase represent approximately 5.5% of its outstanding shares as of March 21, 2022.

Computershare Trust Company, N.A. will promptly issue payment in cash for the shares validly tendered and accepted for purchase in the Tender Offer, less any applicable withholding taxes and without interest. Shares tendered and not accepted for purchase will be returned promptly to stockholders by the Depositary in accordance with applicable law.

Following the purchase of shares in the Tender Offer, approximately $217 million will remain available under the Company’s existing stock repurchase program. Pursuant to such program, the Company may, in the future, decide to purchase additional shares in open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and/or in private transactions, in each case subject to applicable law. Any such repurchases may be on the same terms as, or on terms that are more or less favorable to the selling stockholders in those transactions, than the terms of the Tender Offer. Whether the Company makes additional repurchases will depend on many factors, including its business and financial performance, the business and market conditions at the time, including the price of the shares, and other factors the Company considers relevant.

 

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 of Common Stock in the Tender Offer. The Tender Offer was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended or supplemented, and distributed to its stockholders. Stockholders who have questions or would like additional information about the Tender Offer may contact D.F. King & Co., Inc., the information agent for the Tender Offer, toll free at (888) 625-2588 or BofA Securities, Inc., the dealer manager for the Tender Offer, toll free at (888) 803-9655.

About TriNet

TriNet (NYSE: TNET) provides small and medium-size businesses (SMBs) with full-service HR solutions tailored by industry. To free SMBs from HR complexities, TriNet offers access to human capital expertise, benefits, risk mitigation and compliance, payroll, all enabled by industry leading technology capabilities. 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. From Main Street to Wall Street, TriNet empowers SMBs to focus on what matters most—growing their business and enabling their people. TriNet, incredible starts here.

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 regarding the closing of the Tender Offer, the number of Shares to be purchased and the price per share. 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,” “guidance,” “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 the Company’s current expectations and any past or future results, performance or achievements. Investors are cautioned not to place undue reliance upon any forward-looking statements.

Further information on risks that could affect the Company’s results is included in its 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 the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on its 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 the Company 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, the Company does not assume any obligation, and do not intend, to update any of the Company’s forward-looking statements, except as required by law.

 

Media:

Renee Brotherton/Josh Gross

TriNet

Renee.Brotherton@TriNet.com

Josh.Gross@TriNet.com

(408) 646-5103 / (347) 432-8300

Investors:

Alex Bauer

TriNet

Alex.Bauer@TriNet.com

(510) 875-7201

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

SC TO-I/A

(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		—		92.70		—
Fees Previously Paid		316,300,000				29,321.01
Total Transaction Valuation		316,044,185
Total Fees Due for Filing						29,297.30
Total Fees Previously Paid						29,321.01
Total Fee Offsets						—
Net Fee Due						—

The above table reflects the transaction value of $316,044,185, as reflected by the purchase of 3,653,690 shares at a price of $86.50 per share.