Alight, Inc. Files 8-K with Material Agreements

TL;DR

Alight filed an 8-K on 3/20/24 covering material agreements and other key corporate events.

AI Summary

On March 20, 2024, Alight, Inc. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures, other events, and financial statements and exhibits. Alight, Inc. is incorporated in Delaware and its principal executive offices are located in Lincolnshire, Illinois.

Why It Matters

This 8-K filing indicates significant corporate actions and disclosures by Alight, Inc., which could impact investors and stakeholders.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate events and agreements, not indicating immediate financial distress or significant new risks.

Key Numbers

• 001-39299 — SEC File Number (Identifies Alight, Inc.'s filing with the SEC.)
• 86-1849232 — IRS Employer Identification No. (Tax identification number for Alight, Inc.)

Key Players & Entities

• Alight, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• March 20, 2024 (date) — Date of Report
• Lincolnshire, Illinois (location) — Address of Principal Executive Offices
• Foley Trasimene Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share ALIT New York Stock Excha
• $1.2 billion — a purchase price of up to approximately $1.2 billion (the "Purchase Price"), plus the assump
• $1.0 billion — ent, the Purchase Price consists of (1) $1.0 billion in cash (the "Closing Cash Consideratio
• $50.0 million — e with an aggregate principal amount of $50.0 million to be issued by an indirect parent of P
• $150.0 million — an aggregate principal amount of up to $150.0 million to be issued by the Note Issuer. Alight
• $500.0 million — obligations) exceed, in the aggregate, $500.0 million. Representations, Warranties and Cove
• $200 million — d the repurchase of up to an additional $200 million of the Company's Class A common stock,
• $248 million — tal amount authorized for repurchase of $248 million after giving effect to the increase. Re

Filing Documents

• alit-20240320.htm (8-K) — 65KB
• alit-ex2_1.htm (EX-2.1) — 1239KB
• alit-ex99_1.htm (EX-99.1) — 33KB
• 0000950170-24-033968.txt ( ) — 1646KB
• alit-20240320.xsd (EX-101.SCH) — 23KB
• alit-20240320_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 20, 2024, Alight, Inc. (together with its subsidiaries, the "Company" or "Alight") and Tempo Acquisition LLC, a subsidiary of the Company ("Seller"), entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which Seller has agreed to sell Alight's Professional Services segment and Alight's Payroll & HCM Outsourcing businesses within the Employer Solutions segment (collectively, the "Divested Business" or "Payroll and Professional Services") to Axiom Buyer, LLC, a newly-formed entity and an affiliate of H.I.G. Capital, L.L.C. ("Purchaser"), for a purchase price of up to approximately $1.2 billion (the "Purchase Price"), plus the assumption by Purchaser of certain liabilities of the Divested Business as specified in the Purchase Agreement (collectively, the "Transaction"). As described in greater detail in the Purchase Agreement, the Purchase Price consists of (1) $1.0 billion in cash (the "Closing Cash Consideration") payable at the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), subject to certain adjustments, (2) a note with an aggregate principal amount of $50.0 million to be issued by an indirect parent of Purchaser (the "Note Issuer") at the Closing and (3) contingent upon the financial performance of the Divested Business for the 2025 fiscal year (or, upon the occurrence of certain other events, the 12-month period prior to the applicable event), a note with an aggregate principal amount of up to $150.0 million to be issued by the Note Issuer. Alight expects to use the net after-tax cash proceeds to reduce debt, return capital and for general corporate purposes, including reinvestment into growth opportunities. As of December 31, 2023, the Transaction did not meet the criteria to be classified as held for sale in Alight's consolidated balance sheet. Closing Conditions and Timing The Closing is subject to certain conditions, i

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Press Release On March 20, 2024, the Company issued a press release announcing the entry into the transaction described in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Investor Presentation Additionally, on March 20, 2024, the Company made available an investor presentation titled "Alight Transaction" through the Investors section of its website (http://investor.alight.com). The Company may use the investor presentation, which contains financial and other data and includes updated expectations regarding the Company's growth outlook and post-closing financial condition, from time to time with investors, analysts, and other interested parties to assist in their understanding of the Company and the Transaction. The information found on, or otherwise accessible through, the Company's website is not incorporated by reference herein. Conference Call Alight will host a webcast to discuss the transaction beginning at 10:00 a.m. (ET) on March 20, 2024. Interested parties can access the live webcast and accompanying presentation materials by logging onto the Investor Relations section on the Company's website at http://investor.alight.com, which will also have a replay of the conference call. Performance-vested Restricted Stock Units (PRSUs) Members of the executive team are closely aligned and incentivized to achieve the mid-term financial guidance in 2026 through various mechanisms including PRSUs that will be earned based in part on the level of achievement against the mid-term financial guidance provided by the Company both annually in each of fiscal years 2024 to 2026 as well as cumulatively over the three year period through 2026. Following the closing of the Transaction, the financial targets for these awards will be adjusted to reflect the Company's updated mid-term financial guidance. The information included under Item 7.01 of this Report, inclu

01 Other Events

Item 8.01 Other Events. On March 20, 2024, the Company announced its Board of Directors has authorized the repurchase of up to an additional $200 million of the Company's Class A common stock, providing a total amount authorized for repurchase of $248 million after giving effect to the increase. Repurchases may be conducted through open market purchases or privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act, including pursuant to Rule 10b5-1 trading plans. The actual timing and amount of future repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The stock repurchase program does not obligate Alight to acquire any amount of common stock, and the program may be suspended or terminated at any time by Alight at its discretion without prior notice.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 2.1 Stock and Asset Purchase Agreement, dated as of March 20, 2024, by and among Tempo Acquisition LLC, Axiom Buyer, LLC, the Company (for the limited purposes set forth therein) and Axiom Intermediate I, LLC (for the limited purposes set forth therein)* 99.1 Press Release of the Company dated March 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *The related exhibits and schedules are not being filed herewith. The registrant agrees to furnish supplementally a copy of any such exhibits and schedules to the Securities and Exchange Commission upon request.

Forward-Looking Statements

Forward-Looking Statements This Report 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 Exchange Act. These statements include, but are not limited to, statements related to the Transaction, the expected timing of the Closing, as well as statements about expected stock repurchase activity. 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 declines in economic activity in the industries, markets, and regions our clients serve, including as a result of elevated interest rates or changes in monetary and fiscal policies, competition in our industry, risks related to the performance of our information technology systems and networks, risks related to our ability to maintain the security and privacy of confidential and proprietary information, risks related to actions or proposals from activist stockholders, risks related to the ability to meet the contingent payment conditions of the seller note, and risks related to changes in regulation, including developments on the use of artificial intelligence and machine learning. 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 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on February 29, 2024, as such factors may be updated from time to time in Alight's filings with the SEC, which are, or will be, accessible on the SEC's website at ww

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Alight, Inc. Date: March 20, 2024 By: /s/ Martin Felli Martin Felli, Chief Legal Officer and Corporate Secretary

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View this 8-K filing on SEC EDGAR