TRINET GROUP, INC. — M&A Activity 2022

Dec 7, 2022

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

TriNet Group, Inc.

(Name of Subject Company (Issuer))

TriNet Group, Inc.

(Names of filing Persons (Offeror and Issuer))

Common Stock, Par Value $0.000025 per share

(Title of Class of Securities)

896288107

(CUSIP Number of Class of Securities) (Underlying Common Stock)

Samantha Wellington Executive Vice President, Business Affairs, Chief Legal Officer and Secretary TriNet Group, Inc. One Park Place Suite 600 Dublin, California 94568 (510) 352-5000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Sarah K. Solum Freshfields Bruckhaus Deringer US LLP 855 Main Street Redwood City, California 94063 (650) 618-9250

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

| Amount
Previously Paid: | Not
applicable. |
| --- | --- |
| Form or
Registration No.: | Not
applicable. |
| Filing
Party: | Not
applicable. |
| Date
Filed: | Not
applicable. |

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ Third-party tender offer subject to Rule 14d-1.

x Issuer tender offer subject to Rule 13e-4.

¨ Going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

¨ Check the following box if the filing is a final amendment reporting the results of the tender offer:

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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AMENDMENT NO. 1 TO SCHEDULE TO

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by TriNet Group, Inc., a Delaware corporation (“TriNet” or the “Company”), on November 7, 2022 (together with any amendments or supplements thereto, the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to $250,000,000 in value of shares of its issued and outstanding common stock, par value $0.000025 per share (the “shares”), at a price not less than $63.00 per share and not more than $72.00 per share, less any applicable withholding taxes and without interest.

Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO and all exhibits attached thereto, including the Offer to Purchase, dated November 7, 2022, and the related Letter of Transmittal, as each may be amended or supplemented from time to time.

ITEM 11. ADDITIONAL INFORMATION

Item 11 is hereby amended and supplemented as follows:

On December 7, 2022, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 12:00 midnight, New York City time, at the end of the day on December 6, 2022. A copy of such press release is filed as Exhibit (a)(5)(ii) to this Amendment No. 1 and is incorporated herein by reference.

ITEM 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(ii)* Press release announcing preliminary results of the tender offer, dated December 7, 2022.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 7, 2022
TRINET GROUP, INC.
By:	/s/ Burton M. Goldfield

Name:	Burton M. Goldfield
Title:	Chief Executive Officer

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EXHIBIT INDEX

EXHIBIT NUMBER	​	DESCRIPTION
(a)(1)(i)**	​	Offer
to Purchase, dated November 7, 2022.
(a)(1)(ii)**	​	Form of
Letter of Transmittal.
(a)(1)(iii)**	​	Notice
of Guaranteed Delivery.
(a)(1)(iv)**	​	Letter
to brokers, dealers, commercial banks, trust companies and other nominees, dated November 7, 2022.
(a)(1)(v)**	​	Letter
to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated November 7, 2022.
(a)(1)(vi)**	​	Summary
Advertisement, dated November 7, 2022.
(a)(1)(vii)**	​	Form of
Instruction Letter for participants in the TriNet Group, Inc. 2014 Employee Stock Purchase Plan.
(a)(2)	​	None.
(a)(3)	​	Not
applicable.
(a)(4)	​	Not
applicable.
(a)(5)(i)**	​	Press
release announcing the tender offer, dated November 7, 2022.
(a)(5)(ii)*		Press
release announcing preliminary results of the tender offer, dated December 7, 2022.
(b)	​	Not
applicable.
(d)(i)	​	Registration
Rights Agreement, by and between TriNet Group, Inc. and AGI-T, L.P., dated as of February 1, 2017 (filed as Exhibit 4.1
to the Registrant’s 8-K filed on February 2, 2017 (File No. 001-36373) and incorporated herein by reference).
(d)(ii)	​	Description
of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.2
to the Registrant’s 10-K filed on February 13, 2020 (File No. 001-36373) and incorporated herein by reference).
(d)(iii)	​	Indenture,
dated February 26, 2021, among the Company, the guarantors listed therein and U.S. Bank National Association, as trustee (filed
as Exhibit 4.1 to the Registrant’s 8-K filed on February 26, 2021 (File No. 001-36373) and incorporated herein
by reference).
(d)(iv)	​	Form of
3.500% Senior Notes due 2029 (included in exhibit (d)(i)) (filed as Exhibit 4.2 to the Registrant’s 8-K filed on February 26,
2021 (File No. 001-36373) and incorporated herein by reference).
(d)(v)	​	Credit
Agreement dated as of February 26, 2021, among TriNet USA, Inc. as Holdings, the lenders from time to time party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Registrant’s 8-K filed on February 26,
2021 (File No. 001-36373) and incorporated herein by reference).
(d)(vi)	​	Amended
and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.3 to the Registrant’s S-1/A filed on March 14, 2014
(File No. 333-192465) and incorporated herein by reference).
(d)(vii)	​	Form of
Option Agreement and Option Grant Notice under the Amended and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.4 to
the Registrant’s S-1/A filed on March 4, 2014 (File No. 333-192465) and incorporated herein by reference).
(d)(viii)	​	Form of
Restricted Stock Unit Agreement and Restricted Stock Unit Award Notice under the Amended and Restated 2009 Equity Incentive Plan
(filed as Exhibit 10.6 to the Registrant’s S-1/A filed on March 4, 2014 (File No. 333-192465) and incorporated
herein by reference).

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EXHIBIT NUMBER	​	DESCRIPTION
(d)(ix)	​	Form of
Restricted Stock Unit Award Agreement and Restricted Stock Unit Grant Notice under the Amended and Restated 2009 Equity Incentive
Plan (filed as Exhibit 10.1 to the Registrant’s 10-Q filed on April 30, 2018 (File No. 001-36373) and incorporated
herein by reference).
(d)(x)	​	Form of
Performance-Based Restricted Stock Unit Award Agreement and Performance-Based Restricted Stock Unit Grant Notice under the Amended
and Restated 2009 Equity Incentive Plan (filed as Exhibit 10.2 to the Registrant’s 10-Q filed on April 30, 2018 (File
No. 001-36373) and incorporated herein by reference).
(d)(xi)	​	Form of
Restricted Stock Award Agreement and Restricted Stock Grant Notice under the Amended and Restated 2009 Equity Incentive Plan (filed
as Exhibit 10.3 to the Registrant’s 10-Q filed on April 30, 2018 (File No. 001-36373) and incorporated herein
by reference).
(d)(xii)	​	Form of
Performance-Based Restricted Stock Award Agreement and Performance-Based Restricted Stock Grant Notice under the 2009 Equity Incentive
Plan, as amended through February 20, 2014 (filed as Exhibit 10.4 to the Registrant’s 10-Q filed on April 30,
2018 (File No. 001-36373) and incorporated herein by reference).
(d)(xiii)	​	Form of
Restricted Stock Unit Award Agreement and Restricted Stock Unit Grant Notice under the Amended and Restated 2009 Equity Incentive
Plan (filed as Exhibit 10.2 to the Registrant’s 10-Q filed on April 29, 2019 (File No. 001-36373) and incorporated
herein by reference).
(d)(xiv)	​	TriNet
Group, Inc. 2019 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s 10-Q filed on July 25, 2019
(File No. 001-36373) and incorporated herein by reference).
(d)(xv)	​	Form of
Non-Employee Director Restricted Stock Unit Grant Notice and Non-Employee Director Restricted Stock Unit Award Agreement under the
TriNet Group, Inc. 2019 Equity Incentive Plan effective as of January 15, 2020 (filed as Exhibit 10.4 to the Registrant’s
10-Q filed on April 28, 2020 (File No. 001-36373) and incorporated herein by reference).
(d)(xvi)	​	Form of
Restricted Stock Unit Grant Notice under the TriNet Group, Inc. 2019 Equity Incentive Plan effective as of March 4, 2021
(filed as Exhibit 10.4 to the Registrant’s 10-Q filed on April 26, 2021 (File No. 001-36373) and incorporated
herein by reference).
(d)(xvii)	​	Form of
Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the TriNet
Group, Inc. 2019 Equity Incentive Plan effective as of March 4, 2020 (filed as Exhibit 10.5 to the Registrant’s
10-Q filed on April 26, 2021 (File No. 001-36373) and incorporated herein by reference).
(d)(xviii)	​	2014
Employee Stock Purchase Plan (filed as Exhibit 10.7 to the Registrant’s S-1/A filed on March 14, 2014 (File No. 333-192465)
and incorporated herein by reference).
(d)(xix)	​	2015
Executive Bonus Plan (filed with the Registrant’s 8-K filed on March 11, 2015 (File No. 001-36373) and incorporated
herein by reference).
(d)(xx)	​	Amended
and Restated Non-Employee Director Compensation Policy (filed as Exhibit 10.1 to the Registrant’s 10-Q filed on October 25,
2022 (File No. 001-36373) and incorporated herein by reference).
(d)(xxi)	​	TriNet
Group, Inc. Severance Benefit Plan (filed as Exhibit 10.10 to the Registrant’s 10-K filed on April 1, 2016 (File
No. 001-36373) and incorporated herein by reference).
(d)(xxii)	​	TriNet
Group Inc. Amended and Restated Executive Severance Benefit Plan (filed as Exhibit 10.5 to the Registrant’s 10-Q filed
on April 30, 2018 (File No. 001-36373) and incorporated herein by reference).
(d)(xxiii)	​	TriNet
Group, Inc. Amended and Restated Executive Severance Benefit Plan (filed as Exhibit 10.1 to the Registrant’s 8-K
filed on May 23, 2017 (File No. 001-36373) and incorporated herein by reference).

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EXHIBIT NUMBER	​	DESCRIPTION
(d)(xxiv)	​	Form of
Indemnification Agreement made by and between TriNet Group, Inc. and each of its directors and executive officers (filed as
Exhibit 10.8 to the Registrant’s S-1/A filed on March 4, 2014 (File No. 333-192465) and incorporated herein
by reference).
(d)(xxv)	​	Second
Amended and Restated Employment Agreement, dated December 31, 2016, between Edward Griese and TriNet Group, Inc. (filed
as Exhibit 10.2 to the Registrant’s 10-Q filed on August 1, 2017 (File No. 001-36373) and incorporated herein
by reference).
(d)(xxvi)	​	Employment
Agreement, dated November 9, 2009, between Burton M. Goldfield and TriNet Group, Inc. (filed as Exhibit 10.9 to the
Registrant’s S-1/A filed on February 13, 2014 (File No. 333-192465) and incorporated herein by reference).
(d)(xxvii)	​	Separation
Agreement between Edward Griese and TriNet Group, Inc. dated December 31, 2021 (filed as Exhibit 10.20 to the Registrant’s
10-K filed on February 14, 2022 (File No. 001-36373) and incorporated herein by reference).
(d)(xxviii)	​	Amended
and Restated Employment Agreement, dated March 28, 2022, between Samantha Wellington and TriNet USA, Inc. (filed as Exhibit 10.1
to the Registrant’s 8-K filed on March 29, 2022 (File No. 001-36373) and incorporated herein by reference).
(d)(xxix)	​	Separation
Agreement, dated March 28, 2022, between Olivier Kohler and TriNet USA, Inc. (filed as Exhibit 10.2 to the Registrant’s
8-K filed on March 29, 2022 (File No. 001-36373) and incorporated herein by reference).
(d)(xxx)	​	Employment
Agreement dated August 13, 2020, between TriNet Group, Inc. and Kelly Lee Tuminelli (filed as Exhibit 10.1 to the
Registrant’s 10-Q filed on October 26, 2020 (File No. 001-36373) and incorporated herein by reference).
(d)(xxxi)	​	Executive
Employment Agreement, dated June 14, 2022, by and between Jay Venkat and TriNet USA, Inc. (filed as exhibit 10.1 to the
Registrant’s 8-K filed on June 15, 2022 (File No. 001-36373) and incorporated herein by reference).
(d)(xxxii)	​	Stockholder
Agreement, by and between TriNet Group, Inc. and AGI-T, L.P., dated as of December 21, 2016 (filed as Exhibit 10.1
to the Registrant’s 8-K filed on December 22, 2016 (File No. 001-36373) and incorporated herein by reference).
(g)	​	Not
applicable.
(h)	​	Not
applicable.
107*	​	Filing
Fee Table.

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• Filed herewith

** Filed previously

Item 13 - Information Required by Schedule 13E-3

Not applicable.

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