realfast95
3 년 전
Foley Trasimene Acquisition Corp. Announces Stockholder Approval of Proposed Business Combination with Alight Solutions
June 30 2021 - 11:07AM
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Foley Trasimene Acquisition Corp. (NYSE: WPF, WPF WS) (“FTAC” or “Foley Trasimene”) announced that, at the special meeting of Foley Trasimene stockholders held today, FTAC’s stockholders voted to adopt the Business Combination Agreement for Foley Trasimene’s proposed business combination (the “Business Combination”) with Alight Solutions (“Alight”) and approved all other stockholder proposals in connection with the Business Combination.
FTAC will deliver at least $2.68 billion of capital at the closing of the Business Combination, positioning the combined company to substantially deleverage and providing flexibility for Alight to pursue M&A and other strategic investments going forward. The Foley Trasimene / Alight merger represents the second largest completed common equity raise in a SPAC transaction over the past several years.
In addition, Foley Trasimene announced today that the deadline for stockholders to withdraw any election to have their shares redeemed in connection with the Business Combination will be 4:00 pm Eastern Time on Thursday, July 1, 2021. Stockholders who wish to withdraw a redemption request should contact FTAC’s transfer agent, Continental Stock Transfer & Trust Company, by email at mzimkind@continentalstock.com.
Foley Trasimene also announced today that its sponsors intend to acquire up to approximately 5.6 million shares that were previously submitted for redemption. As of the redemption deadline at 5:00 pm Eastern Time on June 28, 2021, Foley Trasimene stockholders had elected to redeem 19,865,644 shares in connection with the completion of the Business Combination, resulting in over $835 million being available from FTAC’s trust account. Combined with $1.85 billion in outstanding financing commitments, including a $400 million combined investment from Cannae Holdings LLC, FTAC will deliver at least $2.68 billion of capital at the closing of the Business Combination.
The completion of the Business Combination is expected to occur on Friday, July 2, 2021, subject to the satisfaction or waiver of customary closing conditions. Following the completion of the Business Combination, the newly combined company will operate as Alight, Inc. Alight, Inc.’s Class A common stock and warrants will trade on the New York Stock Exchange (NYSE) under the symbols “ALIT” and “ALIT WS”, respectively, and are expected to start trading on Tuesday, July 6, 2021.
realfast95
3 년 전
PROXY STATEMENT FOR
SPECIAL MEETING OF FOLEY TRASIMENE ACQUISITION CORP.,
CONSENT SOLICITATION STATEMENT FOR THE EQUITYHOLDERS OF
TEMPO HOLDING COMPANY, LLC, TEMPO BLOCKER I, LLC, TEMPO BLOCKER II, LLC,
BLACKSTONE TEMPO FEEDER FUND VII, L.P. AND
NEW MOUNTAIN PARTNERS IV SPECIAL (AIV-E), LP
AND
PROSPECTUS FOR
403,626,250 SHARES OF CLASS A COMMON STOCK, 44,500,000 WARRANTS TO PURCHASE CLASS A COMMON STOCK AND 44,500,000 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OF ALIGHT, INC.
Dear Stockholders of Foley Trasimene Acquisition Corp.:
As previously announced, on January 25, 2021, Foley Trasimene Acquisition Corp., a Delaware corporation (“FTAC”), entered into a Business Combination Agreement with Alight, Inc. (f/k/a Acrobat Holdings, Inc.), a Delaware corporation and wholly owned subsidiary of FTAC (the “Company”), Tempo Holding Company, LLC (“Tempo Holdings”) and certain other parties thereto (as amended and restated as of April 29, 2021, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which FTAC and Tempo Holdings (the parent company of the “Alight” business) have agreed to combine through a series of transactions (collectively, the “Business Combination”) that will result, among other things, in the Company becoming a publicly traded company on the New York Stock Exchange (the “NYSE”) and acquiring a controlling interest in (and becoming the managing member of) Tempo Holdings (which will be renamed Alight Holding Company, LLC (“Alight Holdings”)) in an “Up-C” structure in which Alight Holdings will continue to hold the Alight business.
In connection with the Business Combination, we will hold a special meeting of FTAC stockholders (the “special meeting”) via live webcast on the Internet at 10:00 a.m. Eastern Time, on June 30, 2021. Only FTAC stockholders of record as of May 25, 2021, the record date for the special meeting, are entitled to notice of and to attend and vote at the special meeting. Such FTAC stockholders may attend the special meeting by visiting the special meeting website at https://www.cstproxy.com/foleytrasimene/sm2021, where they will be able to listen to the meeting live and vote during the meeting. Please note that there will not be any in person attendance at the special meeting and you will only be able to attend the special meeting by means of remote communication.
realfast95
4 년 전
On April 28, 2021, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, based on the recommendation of and after consultation with management, concluded that its unaudited interim financial statements for the quarterly periods ended June 30, 2020 and September 30, 2020, its audited financial statements as of and for the period ended December 31, 2020 and its audited balance sheet as of May 29, 2020 (collectively, the “Non-Reliance Periods”), as reported in the Company’s Quarterly Reports on Form 10-Q filed August 4, 2020 and November 6, 2020, Annual Report on Form 10-K filed on February 26, 2021, and Current Report on Form 8-K filed on June 4, 2020, should no longer be relied upon because of the errors identified therein.
realfast95
4 년 전
On April 22, 2021, William P. Foley II resigned as a member and Chairman of the board of directors (the “Board”) of Foley Trasimene Acquisition Corp. (the “Company”) and Thomas M. Hagerty resigned as a member of the Board. Mr. Foley and Mr. Hagerty each resigned to reduce the overall number of public company boards on which each serves. Their respective resignations were not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. The Board has reduced the size of the Board to four members to eliminate the vacancies created by Mr. Foley’s and Mr. Hagerty’s resignations. In connection with Mr. Foley’s resignation, the Board appointed current Board member, Richard N. Massey, to serve as Chairman of the Board, effective immediately. Following his resignation, Mr. Foley will continue to be involved with the Company to advise on the Company’s strategic initiatives, including with respect to its pending business combination with Alight Solutions. Mr. Foley will become Chairman of the Alight, Inc. board as planned upon consummation of the business combination.
Mr B
4 년 전
Foley Trasimene and Blackstone portfolio company Alight Solutions agreed to a business combination, the companies said Monday. Upon closing of the transaction, the combined 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 $7.3 billion. Alight Solutions provides business process as a service solutions such as health administration and payroll administration.
Proceeds from the transaction will be used in part to pay down debt.
The cash component will be funded by Foley Trasimene's cash in trust, $300 million in proceeds from forward purchase agreements with Cannae Holdings Inc. and THL FTAC LLC, an affiliate of Thomas H. Lee Partners LP, as well as a $1.55 billion private placement from various institutional and private investors.
Cannae Holdings it will invest $250 million as part of a private placement. This investment is in addition to Cannae's forward purchase agreement of $150 million, Cannae said.
For its total investment of $405 million in Foley Trasimene and Alight, Cannae will receive 44.6 million shares of Alight common stock and 8 million Alight warrants. Cannae said its implied cost per share is $8.96.
Foley Trasimene Founder and Chairman Bill Foley will become chairman of the board of Alight and Stephan Scholl will continue leading as chief executive.
"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," Blackstone Senior Managing Directors Peter Wallace and David Kestnbaum said in prepared remarks.
The $1.55 billion private placement includes the 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.
Existing Alight equity holders, including Blackstone, ADIA, GIC, New Mountain Capital and management, will remain the largest investors in the company.
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