Alight, Inc. (“Alight”) (NYSE: ALIT), a leading cloud-based human capital technology and services provider, today announced that the underwriters of its previously announced secondary public offering have fully exercised their option to purchase an additional 3,000,000 shares of Alight’s Class A common stock (the “Over-Allotment Option”) at a public price of $7.75 per share from 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”). After giving effect to the full exercise of the Over-Allotment Option, the total number of shares sold by the Selling Stockholders in the secondary offering increased to 23,000,000 shares. Subject to customary closing conditions, the offering (including the shares to be sold pursuant to the Over-Allotment Option) is expected to settle and close on or about November 17, 2022. Alight is not selling any shares of Class A common stock in the offering and will not receive any proceeds from the offering.
J.P. Morgan and Credit Suisse are acting as joint lead book-running managers of, and as representatives of the underwriters for, the offering. Additionally, BofA Securities, Morgan Stanley, D.A. Davidson & Co. and KeyBanc Capital Markets are acting as joint book-running managers and Blackstone Securities Partners L.P., Needham & Company, Wedbush Securities, BMO Capital Markets, Santander, Loop Capital Markets, Bancroft Capital, Independence Point Securities LLC, Rice Financial Products Company and Stern are acting 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 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. A copy 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 Credit Suisse Securities (USA) LLC by mail: Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, United States, or by telephone: 1-800-221-1037 or by e-mail at 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 related to the 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” 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 impact of the COVID-19 pandemic, including as a result of new strains or variants of the virus, 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 10, 2022, 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 undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.