Alight, Inc. (“Alight” or the “Company”) (NYSE: ALIT), a leading cloud-based human capital technology and services provider, today announced the closing of the upsized underwritten secondary public offering of 52,900,000 shares of Alight’s Class A common stock (the “offering”) by certain funds affiliated with Blackstone Inc., Jasmine Ventures Pte. Ltd., certain funds affiliated with New Mountain Capital and Platinum Falcon B 2018 RSC Ltd. (collectively, the “Selling Stockholders”) at a public price of $9.00 per share, which includes the full exercise of the underwriters’ option to purchase an additional 6,900,000 shares of Alight’s Class A common stock. Alight did not sell any shares of Class A common stock in the offering and did not receive any proceeds from the offering.
In addition, concurrently with the offering, the Company closed the previously announced repurchase from the Selling Stockholders, in privately negotiated transactions, pursuant to a repurchase agreement of an aggregate of 1,148,435 shares of Class A Common Stock at a price equal to the price per share at which the underwriters purchased shares of the Company’s Class A common stock from the Selling Stockholders in the offering.
J.P. Morgan and BofA Securities acted as joint lead book-running managers of, and as representatives of the underwriters for, the offering. Additionally, Credit Suisse, Morgan Stanley, Citigroup, D.A. Davidson & Co., KeyBanc Capital Markets, Needham & Company and Wedbush Securities acted as joint book-running managers and Blackstone Securities Partners L.P., BMO Capital Markets, Santander, Cantor, Loop Capital Markets, Bancroft Capital, Independence Point Securities LLC, Rice Financial Products Company and Stern acted as co-managers for the offering.
A registration statement relating to these securities has been filed with the SEC on Form S-1 (File No. 333-258350) that was declared effective by the SEC on April 20, 2022. A prospectus supplement and accompanying prospectus relating to and describing the terms of the offering is available on the SEC's website located at www.sec.gov. A copy of the prospectus supplement and accompanying prospectus relating to the offering may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Alight, any underwriter, or any dealer participating in the offering will arrange to send these documents if contacted at: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204 or by email at email@example.com; or BofA Securities, NC1-004-03-43 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department Email: firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these 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 any such state or jurisdiction.
About Alight Solutions
Alight is a leading cloud-based human capital technology and services provider that powers confident health, wealth and wellbeing decisions for 36 million people and dependents. Our Alight Worklife® platform combines data and analytics with a simple, seamless user experience. Supported by our global delivery capabilities, Alight Worklife is transforming the employee experience for people around the world. With personalized, data-driven health, wealth, pay and wellbeing insights, Alight brings people the security of better outcomes and peace of mind throughout life’s big moments and most important decisions.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements that relate to expectations regarding the performance and outlook for Alight’s business, financial results, liquidity and capital resources, the expected benefit of recent acquisitions and investments in our business, the expected return on investment from the use of our products, the success of our expanded relationships with existing clients, the recovery of certain of our businesses, and other non-historical statements. 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,” “appears,” “approximates,” “foresees,” “might,” “possible,” “would” 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 increases in inflation rates or changes in monetary and fiscal policies, 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 changes in regulation, risks related to the ongoing COVID-19 pandemic, risks related to legal proceedings against us, risks related to the significant control certain existing investors have over us and risks related to competition in our industry. 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 SEC on March 1, 2023, 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 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 considered along with other factors noted in this presentation and in Alight’s filings with the SEC. Alight does not take any obligation to publicly update, add or otherwise correct any forward-looking statement to reflect events or circumstances after the date they were made, whether as a result of new information, future events, developments, inaccuracies that become apparent or otherwise, except as required under applicable securities laws.