NASHVILLE, Tenn.—HireRight Holdings Corporation (NYSE: HRT) (“HireRight” or the “Company”), a leading provider of global background screening services and workforce solutions, today 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.
About HireRight
HireRight is a leading global provider of technology-driven workforce risk management and compliance solutions. We provide comprehensive background screening, verification, identification, monitoring, and drug and health screening services for approximately 37,000 customers across the globe. We offer our services via a unified global software and data platform that tightly integrates into our customers’ human capital management systems enabling highly effective and efficient workflows for workforce hiring, onboarding, and monitoring. In 2022, we screened over 24 million job applicants, employees and contractors for our customers and processed over 107 million screens. For more information, visit www.HireRight.com.
About General Atlantic
General Atlantic is a leading global growth investor with more than four decades of experience providing capital and strategic support for over 500 growth companies throughout its history. Established in 1980 to partner with visionary entrepreneurs and deliver lasting impact, the firm combines a collaborative global approach, sector specific expertise, a long-term investment horizon and a deep understanding of growth drivers to partner with great entrepreneurs and management teams to scale innovative businesses around the world. General Atlantic has approximately $83 billion in assets under management inclusive of all products as of December 31, 2023, and more than 280 investment professionals based in New York, Amsterdam, Beijing, Hong Kong, Jakarta, London, Mexico City, Miami, Mumbai, Munich, San Francisco, São Paulo, Shanghai, Singapore, Stamford and Tel Aviv. For more information on General Atlantic, please visit: www.generalatlantic.com.
About Stone Point
Stone Point is an alternative investment firm based in Greenwich, CT, with more than $50 billion of assets under management. Stone Point targets investments in companies in the global financial services industry and related sectors. The firm invests in alternative asset classes, including private equity through its flagship Trident Funds and credit through commingled funds and separately managed accounts. In addition, Stone Point Capital Markets supports our firm, portfolio companies and other clients by providing dedicated financing solutions. For more information on Stone Point, please visit: www.stonepoint.com.
