Funds managed by Stone Point Capital LLC and funds managed by General Atlantic Service Company, L.P. submits a non-binding proposal to acquire remining 25.15% stake in HireRight Holdings Corporation (NYSE:HRT) for approximately $290 million on December 11, 2023. Funds managed by Stone Point Capital LLC and funds managed by General Atlantic Service Company, L.P. entered into a definitive agreement to acquire remining 25.15% stake in HireRight Holdings Corporation (NYSE:HRT) on February 16, 2024. Stone Point Capital LLC and General Atlantic, and their respective affiliated funds (collectively, the ?Sponsors?), to acquire all of HireRight?s outstanding shares of common stock that are not already owned by the Sponsors for $12.75 in cash per share. 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. A group of lenders, including Goldman Sachs and Royal Bank of Canada, have committed to provide Parent with debt financing in an aggregate principal amount of $250 million. In case of termination of the transaction under certain circumstances, HireRight will be required to pay buyers a termination fee of $30 million and buyers will be required to pay HireRight a reverse termination fee from Parent of $65 under certain specified circumstances.

The board of directors of HireRight previously formed a special committee of independent directors to evaluate and consider any potential or actual transaction proposal from the Sponsors and any other alternative proposals or other strategic alternatives that may be available to HireRight. The transaction is 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. As of February 16, 2024, the board of directors of HireRight approved the transaction. The board of directors of buyers have also approved the transaction. The transaction is expected to close in mid-2024. Centerview Partners LLC is serving as financial advisor and fairness opinion provider to the Special Committee and John D. Amorosi, Oliver Smith, Lisa Ogust Cammer, Jennifer S. Conway, Kara L. Mungovan, Robert F. Smith, Frank J. Azzopardi and Jesse Solomon of Davis Polk & Wardwell LLP is serving as the Special Committee?s outside legal advisor. HireRight has agreed to pay Centerview an aggregate fee of approximately $10 million, $2 million of which was payable upon the rendering of Centerview?s opinion and $8 million of which is payable contingent upon consummation of the Transaction. Goldman Sachs & Co. LLC and RBC Capital Markets, LLC are serving as financial advisors to the Sponsors. Matthew Abbott, Cullen Sinclair, Christopher Cummings, Ben Steadman, Benjamin Goodchild, Caroline Epstein, Suhan Shim, Eric Wedel, John Kennedy, Kristiina Leskinen, Christopher Dickson, Nathan Mitchell, Todd Hahn; Lawrence Witdorchic, Ron Aizen; Andre Bouchard, Andrew Gordon, John Carlin, Jacobus Schutte, Steven Herzog; Lindsay Parks, Reuven Garrett; Claudine Meredith-Goujon; and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP serving as legal counsels to the Sponsors and Elizabeth Cooper, Mark Viera, Benjamin Rippeon, William Smolinski, David Rubinsky, Jamin Koslowe, Jessica Asrat, Christopher Brown, Peter Guryan, Richard Jamgochian, Jennifer Nadborny and Bettina Elstroth of Simpson Thacher & Bartlett LLP is serving as legal counsel to Stone Point. Amy Simmerman, James Griffin-Stanco, Marty Korman and Doug Schnell of Wilson Sonsini Goodrich & Rosati, P.C. serving as legal advisors to HireRight Holdings Corporation. HireRight has retained Morrow Sodali LLC, a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a flat fee of $25,000. Equiniti Trust Company, LLC acted as transfer agent for HireRight Holdings.