Sovereign Funds Find Hopeful Exit in Alight SPAC Deal
Posted on 01/25/2021
Alight Solutions is a cloud-based provider of integrated digital human capital and business solutions. SPAC Foley Trasimene Acquisition Corp. (ticker: NYSE: WPF, WPF WS) announced that they have entered into a definitive business combination agreement with Alight. Upon closing of the transaction, the combined 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 US$ 7.3 billion.
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.
The cash component of the consideration will be funded by Foley Trasimene’s cash in trust, US$ 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 $1.55 billion private placement from various institutional and private investors. The US$ 1.55 billion private placement includes an additional US$ 250 million investment from Cannae Holdings, Inc., and a US$ 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, Abu Dhabi Investment Authority (ADIA), Singapore’s GIC Private Limited, New Mountain Capital, and Alight management, will remain the largest investors in Alight.
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.