Alight, Inc. / Delaware 8-K, filed Jun 30, 2021
Alight, Inc. / Delaware (ALIT)
About this 8-K
Alight, Inc. / Delaware filed this 8-K on June 30, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 30, 2021, Foley Trasimene Acquisition Corp. (“FTAC”) held a special meeting of its stockholders (the “Special Meeting”) to consider and vote on certain matters related to the previously announced, proposed business combination among FTAC, Tempo Holding Company, LLC (“Tempo”) and Alight, Inc. (the “Company”). Holders of 98,578,683 shares of FTAC’s common stock were either present via the virtual meeting website or represented by proxy at the Special Meeting, representing 76.2% of the total number of shares of FTAC common stock outstanding as of May 25, 2021, the record date for the Special Meeting, and constituting a quorum for the transaction of business at the meeting.
The proposals considered and voted on by FTAC stockholders at the Special Meeting, which are described in more detail in the definitive proxy statement filed by FTAC with the Securities and Exchange Commission on June 4, 2021 (the “Proxy Statement”), and the final voting results for each matter are set forth below.
Proposal No. 1 – The Business Combination Proposal.
A proposal to adopt the Amended and Restated Business Combination Agreement, dated as of April 29, 2021, among FTAC, Tempo, the Company and the other parties thereto (the “Business Combination Agreement”) and approve the business combination and other transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby (collectively, the “Business Combination”).
The final report of the votes with respect to this proposal, which was approved by FTAC stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 90,901,698 |
7,634,913 | 42,072 | 0 |
Proposal No. 2 – The FTAC Charter Amendment Proposals.
FTAC stockholders approved the following proposals related to the amendment and restatement of the second amended and restated certificate of incorporation of FTAC (the “FTAC Charter”).
Proposal No. 2A. A proposal to approve and adopt the third amended and restated certificate of incorporation of FTAC.
The final report of the votes with respect to this proposal, which was approved by FTAC stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 90,868,314 |
7,660,776 | 49,593 | 0 |
Proposal No. 2B. A proposal to approve the amendment and restatement of the FTAC Charter to create a new class of Class C common stock of FTAC.
The final report of the votes with respect to this proposal, which was approved by FTAC stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 90,577,911 |
7,931,569 | 69,203 | 0 |
Proposal No. 2C. A proposal to approve the amendment and restatement of the FTAC Charter to increase the number of authorized shares of FTAC from 441,000,000 to 471,000,000 in order to authorize 30,000,000 shares of new FTAC Class C common stock.
The final report of the votes with respect to this proposal, which was approved by FTAC stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 90,806,878 |
7,677,623 | 94,182 | 0 |
Proposal No. 3 — NYSE Proposal.
A proposal to approve, for purposes of complying with the applicable listing standards of the New York Stock Exchange, (a) all issuances of shares of Company common stock (including any securities convertible into or exercisable for Company common stock) pursuant to (or contemplated by) the Business Combination Agreement, (b) the issuance of shares of FTAC common stock (including any securities convertible into or exercisable for FTAC common stock) pursuant to certain forward purchase agreements entered into by FTAC, (c) the issuance of shares of FTAC Class C common stock to FTAC’s Founders (as defined in the Business Combination Agreement) in exchange for the Founders’ existing private placement warrants, (d) all issuances of shares of Company common stock pursuant to certain subscription agreements entered into (or that may be entered into) in connection with the Business Combination and (e) all issuance of shares of Company common stock upon the conversion of any shares of any other class of Company common stock or the exchange of any units of the Company’s subsidiary, Alight Holding Company LLC, that are issued in connection with the Business Combination.
The final report of the votes with respect to this proposal, which was approved by FTAC stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 90,830,156 |
7,676,368 | 72,159 | 0 |
Proposal No. 4 – The Governance Proposals.
FTAC stockholders approved, on a non-binding, advisory basis, the following proposals related to certain provisions contained in the Company’s amended and restated certificate of incorporation (the “Company Charter”) that will be in effect upon completion of the Business Combination.
Proposal No. 4A. A proposal to authorize the classification of the board of directors of the Company (the “Company Board”) into three classes of directors, with staggered three-year terms of office.
The final report of the votes with respect to this proposal, which was approved by FTAC stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 65,196,069 |
33,235,089 | 147,525 | 0 |
Proposal No. 4B. A proposal to approve changes to the ability of stockholders to remove directors from the Company Board.
The final report of the votes with respect to this proposal, which was approved by FTAC stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 69,538,013 |
28,882,158 | 158,512 | 0 |
Proposal No. 4C. A proposal to approve the adoption of certain supermajority voting requirements in connection with the amendment of certain provisions of the Company Charter and the bylaws of the Company.
The final report of the votes with respect to this proposal, which was approved by FTAC stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 65,194,106 |
33,282,264 | 102,313 | 0 |
Proposal No. 5 – The Omnibus Incentive Plan Proposal.
A proposal to approve and adopt the Alight, Inc. 2021 Omnibus Incentive Plan.
The final report of the votes with respect to this proposal, which was approved by FTAC’s stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 75,345,912 |
23,004,009 | 228,762 | 0 |
Proposal No. 6 – The Employee Stock Purchase Plan.
A proposal to approve and adopt the Alight, Inc. 2021 Employee Stock Purchase Plan.
The final report of the votes with respect to this proposal, which was approved by FTAC’s stockholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 77,078,481 |
21,412,596 | 87,606 | 0 |
Proposal No. 7 – The Adjournment Proposal.
Because there were sufficient votes to approve each of the above proposals, and it was not otherwise deemed necessary or appropriate to adjourn the Special Meeting to a later date, Proposal No. 7 – the proposal to adjourn the Special Meeting, if necessary or appropriate, in certain circumstances, was not called to a vote.
| Item 8.01. | Other Events. |
On June 30, 2021, FTAC issued a press release announcing the results of the Special Meeting, that the deadline for stockholders to withdraw any request to have their shares redeemed in connection with the business combination will be 4:00 pm Eastern Time on Thursday, July 1, 2021, and the expected closing date of the business combination, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Foley Trasimene Acquisition Corp., dated June 30, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
Dated: June 30, 2021
| Foley Trasimene Acquisition Corp. | ||
| By: | /s/ Michael L. Gravelle | |
| Name: Michael L. Gravelle | ||
| Title: General Counsel and Corporate Secretary | ||
Exhibit 99.1
Foley Trasimene Acquisition Corp. Announces Stockholder Approval of Proposed Business Combination with Alight Solutions
Las Vegas, NV, June 30, 2021 – 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.
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 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.
Forward-Looking Statements
This press release includes certain “forward-looking statements” that are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Foley Trasimene’s and Tempo Holding Company, LLC’s (“Alight”) actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Foley Trasimene’s and Alight’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside Foley Trasimene’s and Alight’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive business combination agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against Foley Trasimene and/or Alight following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Foley Trasimene, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on Alight’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of the combined company’s common stock on the New York Stock Exchange following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Alight to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; and (11) the possibility that Foley Trasimene or Alight may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Foley Trasimene’s most recent filings with the SEC as well as in the registration statement on Form S-4 (File No. 333-254801, as it may be amended or supplemented from time to time) filed with the SEC by Alight, Inc. and the definitive proxy statement/prospectus/consent solicitation statement filed in connection with the proposed business combination. All subsequent written and oral forward-looking statements concerning Foley Trasimene or Alight, the transactions described herein or other matters and attributable to Foley Trasimene, Alight or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Foley Trasimene and Alight expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
CONTACTS
Foley Trasimene Acquisition Corp. Investors
Jamie Lillis
Solebury Trout
+1 203-428-3223
jlillis@soleburytrout.com
Alight
Investors:
investor.relations@alight.com
470-638-7400
Media:
Jonathan Keehner / Kara Brickman / Haley Salas
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Alight-JF@joelefrank.com
Source: Foley Trasimene Acquisition Corp.