LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--Alight, Inc. (“Alight”) (NYSE: ALIT), a leading cloud-based human capital technology and services provider, today announced the commencement of an underwritten secondary public offering of up to 22,500,000 shares of Alight’s Class A common stock by certain funds affiliated with Blackstone Inc., Jasmine Ventures Pte. Ltd., Platinum Falcon B 2018 RSC Ltd. (collectively, the “Selling Stockholders”) and pursuant to a registration statement filed with the Securities and Exchange Commission (the “SEC”). In connection with the offering, the Selling Stockholders intend to grant to the underwriters a 30-day option to purchase up to 3,375,000 additional shares of Alight’s Class A common stock. Subject to customary closing conditions, the offering is expected to settle and close on or about August 22, 2023. Alight is not selling any shares of Class A common stock in the offering and will not receive any proceeds from the offering.
In addition, Alight has entered into a repurchase agreement with the Selling Stockholders to repurchase an aggregate of $10 million of shares of Alight’s Class A common stock from such Selling Stockholders in privately negotiated transactions, concurrently with the closing of the offering. This offering is not conditioned upon the completion of the share repurchase, but the share repurchase is conditioned upon the completion of this offering.
J.P. Morgan, BofA Securities and Morgan Stanley are acting as joint lead book-running managers of, and as representatives of the underwriters for, the offering.
The underwriters propose to offer the shares of common stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
A registration statement relating to these securities has been filed with the SEC on Form S-3 (File No. 333-258350) that was declared effective by the SEC on July 6, 2023. A prospectus supplement relating to the offering will be filed with the SEC. A preliminary 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. When available, copies of the preliminary 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, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: firstname.lastname@example.org; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by phone: 1-866-718-1649.
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. Learn how Alight unlocks growth for organizations of all sizes at alight.com.
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.