8-K
Trinet Group, Inc. (TNET)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):February 15, 2022
TRINET
GROUP, INC.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-36373 | 95-3359658 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| One Park Place, Suite 600 | ||
| Dublin, CA | 94568 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (510) 352-5000
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:
| ¨ | 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 Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock par value $0.000025 per share | TNET | New York Stock Exchange |
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).
Emerging growth company ¨
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 7.01 Regulation FD Disclosure
On February 15, 2022, the Company issued a press release announcing that it has completed its previously reported acquisition of YourPeople, Inc. (dba Zenefits). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information furnished pursuant to this Item and the related exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On February 15, 2022, the Company announced that it has completed its previously reported acquisition of YourPeople, Inc. (dba Zenefits).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release, dated February 15, 2022. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
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.
| TriNet Group, Inc. | |||
|---|---|---|---|
| Date: | February 15, 2022 | By: | /s/ Samantha<br> Wellington |
| Samantha Wellington | |||
| Senior Vice President, Chief Legal Officer and Secretary |
Exhibit 99.1
TriNetCompletes Acquisition of Zenefits
Now Providing HR Solutionsto Approximately 23,000 Small and Medium-Size Businesses
and Their Workforces of Over 600,000 People
Dublin, CA — Feb. 15 2022 — TriNet, (NYSE: TNET), a leading provider of comprehensive human resources solutions for small and medium-size businesses (SMBs) today announced the completion of its acquisition of Zenefits, a leading SaaS-based human capital management (HCM) solution purpose-built for SMBs to enable people operations, from Francisco Partners. Effective today, Zenefits is a wholly-owned subsidiary of TriNet and will be known as TriNet Zenefits.
The acquisition expands TriNet's technology product offering and furthers its position as the leading human resources services provider for SMBs with or without the PEO structure.
Through a centralized and highly scalable platform with a modern consumer-like user interface, TriNet Zenefits delivers software-based solutions to help streamline workflows by connecting HR, Benefits, Employee Engagement, Payroll and Time & Attendance. The added offering will provide even greater flexibility, allowing TriNet to deliver a broader range of HR functionality and service models.
“Today’s acquisition of Zenefits marks a historic day for TriNet and I could not be more excited to diversify our SMB product offering,” said Burton M. Goldfield, TriNet President and CEO. “The addition of Zenefits furthers our mission to power the success of SMBs by supporting their growth and enabling their people. By adding an enhanced HCM software product to TriNet’s PEO offering, we will be in a position to create a unique HR solution not available in today’s market which we intend will eventually operate within the same technology cloud environment.”
Goldfield added, “I am also thrilled to welcome the TriNet Zenefits team to TriNet, who bring another layer of entrepreneurial spirit and innovation to our company.”
As part of the acquisition former Chief Financial Officer of Zenefits, Shaun Wiley, has assumed the role of Senior Vice President at TriNet Zenefits.
Additionally, other members of the Zenefits team remain in similar roles at the company.
In connection with the closing of the acquisition, Francisco Partners is now a TriNet stockholder. “TriNet’s acquisition marks the start of an exciting new chapter for the entire Zenefits team. We want to acknowledge and thank Zenefits' employees, customers and partners for all their hard work and dedication,” said Scott Eisenberg, Head of Credit and Structured Solutions at Francisco Partners. “We look forward to supporting TriNet as it builds on this success and launches the TriNet Zenefits platform as a key part of the Company’s future SMB growth strategy.”
PJT Partners served as exclusive financial advisor to TriNet. Freshfields Bruckhaus Deringer US LLP is acting as legal counsel to TriNet.
About TriNet
TriNet (NYSE: TNET) provides small and medium-size businesses (SMBs) with full-service HR solutions tailored by industry. To free SMBs from HR complexities, TriNet offers access to human capital expertise, benefits, risk mitigation and compliance, payroll, all enabled by industry leading technology capabilities. TriNet’s suite of products also includes services and software-based solutions to help streamline workflows by connecting HR, Benefits, Employee Engagement, Payroll and Time & Attendance. From Main Street to Wall Street, TriNet empowers SMBs to focus on what matters most—growing their business and enabling their people. TriNet, incredible starts here. For more information, visit TriNet.com or follow us on Twitter.
About Francisco Partners
Francisco Partners is a leading global investment firm that specializes in partnering with technology and technology-enabled businesses. Since its launch over 20 years ago, Francisco Partners has invested in more than 400 technology companies, making it one of the most active and longstanding investors in the technology industry. With more than $30 billion in assets under management, the firm invests in opportunities where its deep sectoral knowledge and operational expertise can help companies realize their full potential. For more information on Francisco Partners, please visit www.franciscopartners.com.
| Investors: | Media: |
|---|---|
| Alex Bauer | Renee Brotherton/Josh Gross |
| TriNet | TriNet |
| Alex.Bauer@TriNet.com | Renee.Brotherton@TriNet.com |
| Josh.Gross@TriNet.com |