Blackstone-backed Alight and Foley Trasimene Acquisition to merge

Alight Solutions, which is backed by Blackstone, and Foley Trasimene Acquisition Corp, a blank check company, has agreed to merge.

Alight Solutions, which is backed by Blackstone, and Foley Trasimene Acquisition Corp, a blank check company, has agreed to merge. The value of the deal is about $7.3 billion. When the deal closes, the combined company will operate as Alight, Inc. and plans to list under the ticker symbol “ALIT.” Alight is a cloud-based provider of integrated digital human capital and business solutions.

PRESS RELEASE

LINCOLNSHIRE, Ill. & LAS VEGAS–(BUSINESS WIRE)–Alight Solutions (“Alight”), a leading cloud-based provider of integrated digital human capital and business solutions, and Foley Trasimene Acquisition Corp. (NYSE: WPF, WPF WS) (“Foley Trasimene”), a special purpose acquisition company, today announced that they have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company (the “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 approximately $7.3 billion.

With more than 25 years of operating experience, Alight’s human capital business process as a service (“BPaaS”) solutions unite SaaS capabilities, AI, automation and data analytics to deliver superior outcomes for employees and employers across a comprehensive portfolio of services. Alight integrates health, wealth and wellbeing into one holistic and personalized solution, providing a streamlined experience for employees, while enabling employers of all sizes to achieve a high-performance culture.

William P. Foley, II, Founder and Chairman of Foley Trasimene, stated, “Our team has worked meticulously evaluating hundreds of potential partners through the second half of 2020, and we are excited to announce this transaction with Alight. Stephan and the leadership team have already positioned Alight as the market leader in employee benefit and business solutions and we believe there is significant opportunity to further transform the business and create value for shareholders. Through our partnership, we will leverage our proven playbook and Alight’s unique position between employees and employers to increase revenue growth and margin expansion. Alight is poised to be the preeminent employee engagement partner, and we look forward to assisting Stephan and the team in achieving this goal.”

“Today’s announcement is a significant milestone in our ongoing transformation at Alight. Partnering with proven SPAC sponsor Bill Foley positions Alight to become the preeminent employee engagement partner for employers of all sizes,” said Stephan Scholl, CEO of Alight. “Now more than ever, employees and employers are facing incredible challenges that are impacting their ability to thrive. We are committed to helping our clients and their people make the best decisions for themselves and their families through a personalized, integrated view of their health, wealth and wellbeing. We know that when employees have peace of mind in their personal lives, they are inspired to do their best at work, resulting in higher productivity and an increased return on the investment companies make in their people.”

Peter Wallace and David Kestnbaum, Senior Managing Directors at Blackstone, said, “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.”

Alight Investment Highlights:
Market leading employee benefits solutions delivered to over 30 million people and family members, including more than 70% of the Fortune 100 and 50% of the Fortune 500, and across diverse industry verticals.
Scalable, highly secure and cloud-based technology infrastructure and robust core transaction engines that help employers manage approximately 70% of their spend and assist employees in making the most critical decisions around health, wealth and wellbeing.

Access to a full view of data that places Alight at the center of employee engagement; sophisticated platform enables hyper-personalized solutions.

Experienced management team with a proven record and diverse experience in software, management consulting, insurance, human capital, domain expertise and business services led by Stephan Scholl, who will continue leading the Company. Best-in-class management team further strengthened with the support of Bill Foley as Chairman of the Board of Directors.

Attractive financial profile with a highly recurring and diversified revenue with 3-5 year contracts, an average client tenure among top 25 clients of approximately 15 years, 97% revenue retention and approximately 75% of 2021 revenue already under contract.

Comprehensive and proven M&A and integration strategy, with significant vertical and horizontal acquisition opportunities focused on innovation, scale and market adjacencies that drive engagement and meaningful value for clients.

Significant value creation opportunities through revenue growth, margin improvement and multiple expansion.

The Board will be comprised of eight directors, including three directors appointed by Foley Trasimene, three directors appointed by Blackstone, Alight CEO Stephan Scholl and one additional independent director. A majority of the directors will be independent, consistent with the applicable listing rules.

Transaction Overview
Under the terms of the proposed transaction, Foley Trasimene will combine with Alight and, in connection with the business combination, Alight will become a publicly traded entity under the name “Alight, Inc.” and symbol ALIT. The transaction reflects an implied pro-forma enterprise value for Alight of approximately $7.3 billion at closing.

Proceeds from the transaction will be used in part to pay down debt and will result in substantial deleveraging for Alight on a pro forma basis. Net leverage will be approximately 3.1×1 at close, and will support significant cash flow generation and flexibility to pursue opportunistic M&A going forward.

The cash component of the consideration will be funded by Foley Trasimene’s cash in trust, $300 million in proceeds from the forward purchase agreements with Cannae Holdings, Inc. and THL FTAC LLC, an affiliate of Thomas H. Lee Partners, L.P., as well as a $1.55 billion private placement from various institutional and private investors. The $1.55 billion private placement includes an 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. The balance of the consideration will consist of equity in the Company. Existing Alight equity holders, including Blackstone, ADIA, GIC, New Mountain Capital and management, will remain the largest investors in the Company.

Completion of the transaction is subject to approval by Foley Trasimene stockholders, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the second quarter of 2021.

Advisors
J.P. Morgan Securities LLC is acting as lead financial advisor and capital markets advisor to Alight. Credit Suisse is acting as financial and capital markets advisor to Alight. Barclays and Morgan Stanley & Co. LLC are also acting as financial and capital markets advisors to Alight.
BofA Securities is acting as financial advisor to Foley Trasimene. Credit Suisse and J.P. Morgan Securities LLC acted as lead placement agents on the private offering. BofA Securities also acted as placement agent.
Kirkland & Ellis LLP is acting as legal counsel to Alight. Weil, Gotshal & Manges LLP is acting as legal counsel to Foley Trasimene.

Conference Call, Webcast and Presentation Information
Management of Alight and Foley Trasimene will host an investor call on January 25, 2021 at 8:00 A.M. ET to discuss the proposed transaction. The conference call will be accompanied by a detailed investor presentation.

A live webcast of the call will be available here, and can also be accessed on https://alight.com/newsroom and Foley Trasimene Acquisition Corp.’s website at https://investor.foleytrasimene.com. For those who wish to participate by telephone, please dial 1-877-407-0792 (U.S.) or 1-201-689-8263 (International) and reference the Conference ID 13715512. A replay of the call will also be available via webcast here and at https://alight.com/newsroom.

In addition, Foley Trasimene will file an investor presentation with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov.
All materials can also be found at https://alight.com/newsroom and at https://investor.foleytrasimene.com/.

About Alight Solutions
With an unwavering belief that a company’s success starts with its people, Alight Solutions is a leading cloud-based provider of integrated digital human capital and business solutions. Leveraging proprietary AI and data analytics, Alight optimizes business process as a service (BPaaS) to deliver superior outcomes for employees and employers across a comprehensive portfolio of services. Alight allows employees to enrich their health, wealth and work while enabling global organizations to achieve a high-performance culture. Alight’s 15,000 dedicated colleagues serve more than 30 million employees and family members. Learn how Alight helps organizations of all sizes, including over 70% of the Fortune 100 at alight.com.

About Foley Trasimene Acquisition Corp.
Foley Trasimene Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. For more information please visit https://www.foleytrasimene.com/.

About Blackstone
Blackstone is one of the world’s leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $584 billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.