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Foley Trasimene Acquisition Corporation

Foley Trasimene Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Alight Solutions

ENTERPRISE VALUE: $7.3 billion
ANTICIPATED SYMBOL: ALIT

Foley Trasimene Acquisition Corporation proposes to combine with Alight Solutions (“Alight”), a leading cloud-based provider of integrated digital human capital and business solutions. 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.

Alight Investment Highlights:

  • 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.
  • Led by Stephan Scholl, who will continue leading the Company. Bill Foley to be Chairman of the Board of Directors.
  • 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.

TRANSACTION

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 3.1x1 at close, and will support significant cash flow generation and flexibility to pursue opportunistic M&A going forward. (1 Based on net debt of $1.9 billion and 2020E Lender Adj. EBITDA of $610 million.)

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.

The transaction is expected to close in the second quarter of 2021.

PIPE

  • $1.55 billion private placement from various institutional and private investors at $10.00
    • 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.

FORWARD PURCHASE

  • $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.
    • 30,000,000 shares of our Class A common stock, plus an aggregate of 10,000,000 redeemable warrants for $10.00

SPONSOR SHARES

The Foley Trasimene Class B Sponsor Shares will become Class B-3 Common Stock “Alight Pubco Class B-3 Common Stock” which will convert into shares of Alight Pubco Class A Common Stock if:

  • If the VWAP of the Alight Pubco Class A Common Stock equals or exceeds $13.75 per share for 20 or more trading days within a consecutive 30-trading day period.
  • The Alight Pubco Class B-3 Common Stock will also convert to Alight Pubco Class A Common Stock upon the consummation of a change of control transaction or liquidation event that results in the holders of Alight Pubco Class A Common Stock receiving at least $13.75 per share.
  • If the $13.75 stock price target is not achieved within seven years after closing, the shares of Alight Pubco Class B-3 Common Stock will be forfeited and cancelled for no consideration.
  • Upon conversion, holders of Alight Pubco Class B-3 Common Stock will also be entitled to receive a dividend catch-up payment equal to the amount of dividends paid per share of Alight Pubco Class A Common Stock since the Closing.

NOTABLE CONDITIONS TO CLOSING

  • The Available Cash Amount being least $2,600,000,000 as of the closing of the Business Combination

NOTABLE CONDITIONS TO TERMINATION

  • By Foley Trasimene or Alight, if the closing has not occurred by July 25, 2021, which may be extended by up to two, 90 day periods.

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.

MANAGEMENT & BOARD

Executive Officers

Richard N. Massey, 63
Chief Executive Officer & Director

Mr. Massey serves as a Senior Managing Director of Trasimene Capital and Chief Executive Officer of Cannae Holdings. Mr. Massey served as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution from 2011 until April 2018. Mr. Massey has served on Black Knight’s board of directors since December 2014. In addition, Mr. Massey has served as a director of FNF since February 2006. Mr. Massey has been a partner in Westrock Capital, LLC, a private investment partnership, since January 2009. Prior to that, Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation and served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies, and he formerly served as a director of FIS. Mr. Massey also serves as a director of FGL Holdings. Mr. Massey is also a director of the Oxford American Literary Project and the Chairman of the board of directors of the Arkansas Razorback Foundation. Mr. Massey formerly served as a director of FIS and Chairman of Bear State Financial, Inc. Mr. Massey’s significant financial expertise and experience on the boards of a number of public companies make him well qualified to serve as a member of our board of directors.

Richard L. Cox, 54 [Resigned 7/27/20]
Chief Financial Officer

Mr. Cox has served as a Managing Director of Trasimene Capital since November 2019 and as an Executive Vice President and Chief Financial Officer of Cannae Holdings since April 2017. Mr. Cox has over 20 years of experience in the financial industry. Mr. Cox served as an Executive Vice President of FNF from June 2012 to November 2019. Mr. Cox served as an Executive Vice President and Chief Tax Officer of FNF from June 2012 until August 2014. He joined FNF in March 2000 and has served in various roles since that time, including as a Senior Vice President and Chief Tax Officer. Prior to joining FNF, Mr. Cox served as a Senior Manager for Deloitte & Touche in Los Angeles. Mr. Cox is also a founder of Wine Decadence, LLC, a private direct sale wine business based in Jacksonville, Florida. He also serves as Treasurer of The Folded Flag Foundation and is the Chairman and President of Angel Mission.

Bryan D. Coy, 50 [Appointed 7/27/20]
Chief Financial Officer

Mr. Coy also serves as Chief Financial Officer of Cannae Holdings, Inc. effective as of July 22, 2020. He also serves as Chief Financial Officer of Black Knight Sports & Entertainment, LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team, a position he has held since October 2017. He served as Chief Financial Officer of Foley Family Wines from 2017 until 2019. Prior to that, Mr. Coy served as Chief Accounting Officer of Interblock Gaming, an international supplier of electronic gaming tables, from September 2015 to October 2017. He served as Chief Financial Officer – Americas and Global Chief Accounting Officer of Aruze Gaming America from July 2010 through September 2015.

David W. Ducommun, 43
Senior Vice President of Corporate Finance

Mr. Ducommun has served as a Managing Director of Trasimene Capital since November 2019 and as a Senior Vice President of Corporate Finance of Cannae Holdings since November 2017. Mr. Ducommun has over 10 years of experience in the financial industry. Mr. Ducommun has served as a Senior Vice President of Mergers and Acquisitions of FNF from 2011 to November 2019. He also served as Secretary of FGL Holdings from April 2016 until December 2017.

Michael L. Gravelle, 58
General Counsel and Corporate Secretary

Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings since April 2017. Mr. Gravelle has served as the Chief Compliance Officer for Trasimene Capital since January 2020. Mr. Gravelle has over 25 years of business and legal experience in the financial industry. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010, and also served in the capacity of an Executive Vice President, Legal since May 2006 and Corporate Secretary since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993, where he served as a Vice President, General Counsel and Secretary beginning in 1996 and as a Senior Vice President, General Counsel and Corporate Secretary beginning in 2000. Mr. Gravelle has also served as an Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and as Corporate Secretary of Black Knight from January 2014 until May 2018.

 

Board of Directors

William P. Foley, II, 75 [Resigned 4-22-21]
Founder & Executive Chairman

Mr. Foley has served as the Chairman of Cannae Holdings since July 2017. Mr. Foley is a founder of FNF, and has served as the Chairman of the board of directors of FNF since 1984. Mr. Foley serves as a Senior Managing Director of Trasimene Capital. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley also serves as Chairman of Black Knight since December 2019, and served as the Executive Chairman of Black Knight from January 2014 to December 2019 and as the co-Executive Chairman of FGL Holdings since April 2016. Mr. Foley also previously served as a director of Ceridian from September 2013 to August 2019. Mr. Foley also serves as the Chairman of Dun & Bradstreet, which is a Cannae Holdings portfolio company. Mr. Foley also serves as the Chairman, Chief Executive Officer and President of Foley Family Wines Holdings, Inc., a private holding company for numerous vineyards and wineries, and the Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team. Within the past five-years, Mr. Foley served as the Vice Chairman of FIS and as the Chairman of Remy. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain.

Douglas K. Ammerman, 68
Director

Mr. Ammerman has served as a director of FNF since 2005. Mr. Ammerman is a retired partner of KPMG LLP (“KPMG”), where he became a partner in 1984. Mr. Ammerman formally retired from KPMG in 2002. He also serves as a director of Stantec Inc. and J. Alexander’s. Mr. Ammerman formerly served on the boards of William Lyon Homes, Remy and El Pollo Loco, Inc.

Thomas M. Hagerty, 57 [Resigned 4-22-21]
Director

Mr. Hagerty is a Managing Director of THL, which he joined in 1988. Mr. Hagerty currently serves as a director of Black Knight, Ceridian, Dun & Bradstreet, FleetCor Technologies, FNF and ServiceLink. Mr. Hagerty formerly served on the boards of First Bancorp, MoneyGram International and FIS.

Hugh R. Harris, 69
Director

Mr. Harris is a director of Cannae Holdings since November 2017. Mr. Harris is retired, and formerly served as President, Chief Executive Officer and a director of LPS from October 2011 until January 2014, when it was acquired by FNF. Prior to joining LPS, Mr. Harris had been retired since July 2007. Before his retirement, Mr. Harris served as President of the Financial Services Technology division at FNF from April 2003 until July 2007. Prior to joining FNF, Mr. Harris served in various roles with HomeSide Lending Inc. from 1983 until 2001, including President and Chief Operating Officer and later as Chief Executive Officer.

Frank R. Martire Jr., 72
Director

Mr. Martire has served as a director of Cannae Holdings since November 2017. Mr. Martire has served as the Executive Chairman of NCR since May 2018. Mr. Martire served as Chairman of FIS from January 2017 until May 2018, and as Executive Chairman of FIS from January 2015 through December 2016. Mr. Martire served as Chairman of the Board and Chief Executive Officer of FIS from April 2012 until January 2015. Mr. Martire joined FIS as President and Chief Executive Officer after its acquisition of Metavante in October 2009, where he had served as Chairman of the Board and Chief Executive Officer since January 2003. Mr. Martire served as President and Chief Operating Officer of Call Solutions, Inc. from 2001 to 2003 and President and Chief Operating Officer, Financial Institution Systems and Services Group of Fiserv from 1991 to 2001.

ByRoman Developer