HireRight Holdings Corporation, a leading provider of global background screening services and workforce solutions, announced that it has entered into a definitive agreement to be acquired by investment funds affiliated with General Atlantic, L.P. (“General Atlantic”) and Stone Point Capital LLC (“Stone Point” and together with General Atlantic, the “Sponsors”). The Sponsors are currently the beneficial owners of approximately 75% of the Company’s outstanding shares of common stock. Under the terms of the agreement, the Sponsors will acquire all of the outstanding shares they do not already own for $14.35 per share in cash, which implies a total enterprise value of approximately $1.65 billion.
The purchase price represents a premium of approximately 47% over HireRight’s 30-day volume weighted average price per share as of November 17, 2023, the last trading day prior to when the Sponsors indicated that they had agreed to work together regarding a potential strategic transaction involving the Company, and an approximate 43% premium to the Company’s closing stock price on the same date.
As previously announced, HireRight’s Board of Directors formed a Special Committee (the “Special Committee”), comprised solely of independent directors and advised by its own independent legal and financial advisors, to evaluate the proposal from the Sponsors as well as other alternative proposals or other strategic alternatives. The Special Committee determined that this transaction is advisable, fair to and in the best interests of HireRight and its stockholders that are not affiliated with the Sponsors. The Special Committee unanimously recommended that the Board approve the transaction, and acting upon the recommendation of the Special Committee, the Board approved the transaction.
Guy Abramo, President and Chief Executive Officer of HireRight, said, “We are pleased to have reached this agreement with General Atlantic and Stone Point, which delivers a significant and immediate cash premium to HireRight’s unaffiliated stockholders.”
The transaction is expected to close in mid-2024, subject to approval by stockholders of a majority of the shares not owned by the Sponsors, receipt of regulatory approvals, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions.
Advisors
Centerview Partners LLC is serving as financial advisor to the Special Committee and Davis Polk & Wardwell LLP is serving as the Special Committee’s outside legal advisor.
Goldman Sachs & Co. LLC and RBC Capital Markets, LLC are serving as financial advisors to the Sponsors. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to the Sponsors and Simpson Thacher & Bartlett LLP is serving as legal counsel to Stone Point.