H.I.G. Capital, LLC entered into an agreement to acquire Payroll and Professional Services Business of Alight, Inc. (NYSE : ALIT) for $1.2 billion on March 20, 2024. As described in agreement, the purchase price consists of (1) $1 billion in cash payable at the closing of the transactions contemplated by the agreement, subject to certain adjustments, (2) a note with an aggregate principal amount of $50 million to be issued by an indirect parent of Purchaser at the Closing and (3) contingent upon the financial performance of the Divested Business for the 2025 fiscal year (or, upon the occurrence of certain other events, the 12-month period prior to the applicable event), a note with an aggregate principal amount of up to $150 million to be issued by the Note Issuer. H.I.G. Capital has obtained an equity financing commitment from H.I.G. Middle Market LBO Fund IV, L.P. to fund the Transaction and associated expenses. Luca Saracino, EVP Commercial, Payroll & Professional Services at Alight to lead Payroll & Professional Services business. The closing is subject to certain conditions, including (i) the expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the receipt of certain other antitrust approvals in foreign jurisdictions and certain investment approvals in foreign jurisdictions. The transaction has been approved by Alight?s Board of Directors and is subject to customary closing conditions, including regulatory approvals. The transaction is expected to close by mid-year 2024.

Guggenheim Securities, LLC acted as financial advisor and Michele M. Cumpston and Guirgis Nasief of Kirkland & Ellis acted as legal advisor to H.I.G. J.P. Morgan Securities LLC acted as financial advisor and Michael Chao, Elizabeth A. Cooper, Benjamin Rippeon, Sophie A. Staples, Steven R. DeLott, Lori E. Lesser, Jamin R. Koslowe, Brian Gluck, Étienne Renaudeau, Peter Guryan, Richard J. Jamgochian, Kelly Karapetyan, Malcolm J. (Mick) Tuesley and Toby Chun of Simpson Thacher & Bartlett acted as legal advisor to Alight, Inc. Alight expects to use the net after-tax cash proceeds to reduce debt, return capital and for general corporate purposes, including reinvestment into growth opportunities.