GVHR » Topics » Potential Acquisition of Gevity

These excerpts taken from the GVHR 10-Q filed May 11, 2009.

Potential Acquisition of Gevity

 

On March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and Gin Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the Merger Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with Gevity surviving the Merger as a wholly owned subsidiary of TriNet. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of Gevity issued and outstanding immediately prior to the effective time (other than common shares held by TriNet or Merger Sub or any of their affiliates) will be automatically converted into the right to receive $4.00 in cash. The transaction is not subject to a financing condition.

 

The Merger is expected to be completed in the second quarter of 2009 and is subject to various customary conditions, including Gevity shareholder approval. The Company has received clearance on certain regulatory requirements necessary to consummate the Merger.  The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired without a request for additional information from the U.S. Federal Trade Commission.  In addition, the State of Florida licensing authority has approved Gevity’s change in ownership application and the State of Arkansas licensing authority has granted preliminary approval, subject to certain supplemental filings.   The Merger Agreement contains customary representations and warranties between Gevity, TriNet and Merger Sub. The Merger Agreement also contains customary covenants and agreements, including covenants relating to (a) the conduct of Gevity’s business between the date of the signing of the Merger Agreement and the closing of the Merger, (b) non-solicitation of competing acquisition proposals and (c) the efforts of the parties to cause the Merger to be completed. The Merger Agreement contains certain termination rights and provides that, upon or following the termination of the Merger Agreement, under specified circumstances involving a competing acquisition proposal, Gevity may be required to pay TriNet a termination fee of $2,950 and up to $1,000 of expenses incurred by TriNet and its affiliates.

 

Concurrently with the execution and delivery of the Merger Agreement, ValueAct Capital Master Fund, L.P. and certain of its affiliates (“ValueAct”) entered into a voting agreement (the “Voting Agreement”) with TriNet whereby ValueAct committed to vote for the approval of the Merger. The Voting Agreement will terminate in the event the Merger Agreement is terminated.

 

Potential Acquisition of Gevity

 

On March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and Gin Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”).  Under the Merger Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with Gevity surviving the Merger as a wholly owned subsidiary of TriNet.  Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of Gevity issued and outstanding immediately prior to the effective time (other than common shares held by TriNet or Merger Sub or any of their affiliates) will be automatically converted into the right to receive $4.00 in cash. The transaction is not subject to a financing condition.

 

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The Merger is expected to be completed in the second quarter of 2009 and is subject to various customary conditions, including Gevity shareholder approval. The Company has received clearance on certain regulatory requirements necessary to consummate the Merger.  The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired without a request for additional information from the U.S. Federal Trade Commission.  In addition, the State of Florida licensing authority has approved Gevity’s change in ownership application and the State of Arkansas licensing authority has granted preliminary approval, subject to certain supplemental filings.   The Merger Agreement contains customary representations and warranties between Gevity, TriNet and Merger Sub. The Merger Agreement also contains customary covenants and agreements, including covenants relating to (a) the conduct of Gevity’s business between the date of the signing of the Merger Agreement and the closing of the Merger, (b) non-solicitation of competing acquisition proposals and (c) the efforts of the parties to cause the Merger to be completed. The Merger Agreement contains certain termination rights and provides that, upon or following the termination of the Merger Agreement, under specified circumstances involving a competing acquisition proposal, Gevity may be required to pay TriNet a termination fee of $2.95 million and up to $1.0 million of expenses incurred by TriNet and its affiliates.

 

Concurrently with the execution and delivery of the Merger Agreement, ValueAct Capital Master Fund, L.P. and certain of its affiliates (“ValueAct”) entered into a voting agreement (the “Voting Agreement”) with TriNet whereby ValueAct committed to vote for the approval of the Merger. The Voting Agreement will terminate in the event the Merger Agreement is terminated.

 

These excerpts taken from the GVHR 10-K filed Mar 16, 2009.

Potential Acquisition of Gevity

 

     On March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and Gin Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”). Under the Merger Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with Gevity surviving the Merger as a wholly owned subsidiary of TriNet. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of Gevity issued and outstanding immediately prior to the effective time (other than common shares held by TriNet or Merger Sub or any of their affiliates) will be automatically converted into the right to receive $4.00 in cash. The transaction is not subject to a financing condition.

 

     The consummation of the Merger is subject to various customary conditions, including Gevity shareholder approval, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain other state regulatory approvals.     The Merger Agreement contains customary representations and warranties between Gevity, TriNet and Merger Sub. The Merger Agreement also contains customary covenants and agreements, including covenants relating to (a) the conduct of Gevity’s business between the date of the signing of the Merger Agreement and the closing of the Merger, (b) non-solicitation of competing acquisition proposals and (c) the efforts of the parties to cause the Merger to be completed. The Merger Agreement contains certain termination rights and provides that, upon or following the termination of the Merger Agreement, under

 

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specified circumstances involving a competing acquisition proposal, Gevity may be required to pay TriNet a termination fee of $2.95 million and up to $1.0 million of expenses.

 

     Concurrently with the execution and delivery of the Merger Agreement, ValueAct Capital Management, LP and certain of its affiliates (“ValueAct”) entered into a voting agreement (the “Voting Agreement”) with TriNet whereby ValueAct committed to vote for the approval of the Merger. The Voting Agreement will terminate in the event the Merger Agreement is terminated.

 

On March 4, 2009, Gevity and certain subsidiaries of Gevity (the “Guarantors”) entered into the Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”) with Bank of America, N.A., as administrative agent (“BOA”) and certain other lenders parties thereto (together with BOA, the “Lenders”). The Fourth Amendment amends the definition of “Change of Control” that was set forth in the Amended and Restated Credit Agreement, dated as of August 30, 2006, among Gevity, the Guarantors and the Lenders, as amended (the “Credit Agreement”), to provide that the entry into the Merger Agreement and the execution of the Voting Agreement, in and of themselves, shall not constitute a “Change of Control” for purposes of the Credit Agreement.

 

Potential
Acquisition of Gevity



 



     On
March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and Gin
Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”),
entered into a Merger Agreement (the “Merger Agreement”). Under the Merger
Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with
Gevity surviving the Merger as a wholly owned subsidiary of TriNet. Pursuant to
the Merger Agreement, at the effective time of the Merger, each share of common
stock of Gevity issued and outstanding immediately prior to the effective time
(other than common shares held by TriNet or Merger Sub or any of their
affiliates) will be automatically converted into the right to receive $4.00 in
cash. The transaction is not subject to a financing condition.



 



     The
consummation of the Merger is subject to various customary conditions,
including Gevity shareholder approval, the expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 and the receipt of certain other state regulatory approvals.
    The Merger Agreement contains customary representations
and warranties between Gevity, TriNet and Merger Sub. The Merger Agreement also
contains customary covenants and agreements, including covenants relating to (a) the
conduct of Gevity’s business between the date of the signing of the Merger
Agreement and the closing of the Merger, (b) non-solicitation of competing
acquisition proposals and (c) the efforts of the parties to cause the
Merger to be completed. The Merger Agreement contains certain termination
rights and provides that, upon or following the termination of the Merger
Agreement, under



 



2




















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specified
circumstances involving a competing acquisition proposal, Gevity may be
required to pay TriNet a termination fee of $2.95 million and up to
$1.0 million of expenses.



 



     Concurrently
with the execution and delivery of the Merger Agreement, ValueAct Capital
Management, LP and certain of its affiliates (“ValueAct”) entered into a voting
agreement (the “Voting Agreement”) with TriNet whereby ValueAct committed to
vote for the approval of the Merger. The Voting Agreement will terminate in the
event the Merger Agreement is terminated.



 



On March 4, 2009, Gevity and certain subsidiaries of Gevity (the “Guarantors”)
entered into the Fourth Amendment to Amended and Restated Credit Agreement (the
“Fourth Amendment”) with Bank of America, N.A., as administrative agent (“BOA”)
and certain other lenders parties thereto (together with BOA, the “Lenders”).
The Fourth Amendment amends the definition of “Change of Control” that was set
forth in the Amended and Restated Credit Agreement, dated as of August 30,
2006, among Gevity, the Guarantors and the Lenders, as amended (the “Credit
Agreement”), to provide that the entry into the Merger Agreement and the
execution of the Voting Agreement, in and of themselves, shall not constitute a
“Change of Control” for purposes of the Credit Agreement.



 



Potential
Acquisition of Gevity



 



     On
March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and Gin
Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”),
entered into a Merger Agreement (the “Merger Agreement”). Under the Merger
Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with
Gevity surviving the Merger as a wholly owned subsidiary of TriNet. Pursuant to
the Merger Agreement, at the effective time of the Merger, each share of common
stock of Gevity issued and outstanding immediately prior to the effective time
(other than common shares held by TriNet or Merger Sub or any of their
affiliates) will be automatically converted into the right to receive $4.00 in
cash. The transaction is not subject to a financing condition.



 



     The
consummation of the Merger is subject to various customary conditions,
including Gevity shareholder approval, the expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 and the receipt of certain other state regulatory approvals.
    The Merger Agreement contains customary representations
and warranties between Gevity, TriNet and Merger Sub. The Merger Agreement also
contains customary covenants and agreements, including covenants relating to (a) the
conduct of Gevity’s business between the date of the signing of the Merger
Agreement and the closing of the Merger, (b) non-solicitation of competing
acquisition proposals and (c) the efforts of the parties to cause the
Merger to be completed. The Merger Agreement contains certain termination
rights and provides that, upon or following the termination of the Merger
Agreement, under



 



2




















Table of Contents



 



specified
circumstances involving a competing acquisition proposal, Gevity may be
required to pay TriNet a termination fee of $2.95 million and up to
$1.0 million of expenses.



 



     Concurrently
with the execution and delivery of the Merger Agreement, ValueAct Capital
Management, LP and certain of its affiliates (“ValueAct”) entered into a voting
agreement (the “Voting Agreement”) with TriNet whereby ValueAct committed to
vote for the approval of the Merger. The Voting Agreement will terminate in the
event the Merger Agreement is terminated.



 



On March 4, 2009, Gevity and certain subsidiaries of Gevity (the “Guarantors”)
entered into the Fourth Amendment to Amended and Restated Credit Agreement (the
“Fourth Amendment”) with Bank of America, N.A., as administrative agent (“BOA”)
and certain other lenders parties thereto (together with BOA, the “Lenders”).
The Fourth Amendment amends the definition of “Change of Control” that was set
forth in the Amended and Restated Credit Agreement, dated as of August 30,
2006, among Gevity, the Guarantors and the Lenders, as amended (the “Credit
Agreement”), to provide that the entry into the Merger Agreement and the
execution of the Voting Agreement, in and of themselves, shall not constitute a
“Change of Control” for purposes of the Credit Agreement.



 



Potential Acquisition of Gevity

 

 On March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and Gin Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”).  Under the Merger Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with Gevity surviving the Merger as a wholly owned subsidiary of TriNet.  See additional discussion of this transaction under “Business - General.”

 

The Company follows the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The proceeds from the proposed merger are expected to be less than the carrying value of the Company’s net assets. During the quarter ending March 31, 2009, the Company will consider any related impairment issues caused by the proposed transaction.

 

Potential
Acquisition of Gevity



 



 On March 4, 2009, Gevity, TriNet Group, Inc.
(“TriNet”) and Gin Acquisition, Inc., a wholly owned subsidiary of TriNet
(“Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”).  Under the Merger Agreement, Merger Sub will
be merged with and into Gevity (the “Merger”) with Gevity surviving the Merger
as a wholly owned subsidiary of TriNet. 
See additional discussion of this transaction under “Business - General.”



 



The Company follows the provisions of Statement of
Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets
. The
proceeds from the proposed merger are expected to be less than the carrying
value of the Company’s net assets. During the quarter ending March 31, 2009,
the Company will consider any related impairment issues caused by the proposed
transaction.



 



Potential
Acquisition of Gevity



 



 On March 4, 2009, Gevity, TriNet Group, Inc.
(“TriNet”) and Gin Acquisition, Inc., a wholly owned subsidiary of TriNet
(“Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”).  Under the Merger Agreement, Merger Sub will
be merged with and into Gevity (the “Merger”) with Gevity surviving the Merger
as a wholly owned subsidiary of TriNet. 
See additional discussion of this transaction under “Business - General.”



 



The Company follows the provisions of Statement of
Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets
. The
proceeds from the proposed merger are expected to be less than the carrying
value of the Company’s net assets. During the quarter ending March 31, 2009,
the Company will consider any related impairment issues caused by the proposed
transaction.



 



Potential Acquisition of Gevity

 

On March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and Gin Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”). Under the Merger Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with Gevity surviving the Merger as a wholly owned subsidiary of TriNet. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of Gevity issued and outstanding immediately prior to the effective time (other than common shares held by TriNet or Merger Sub or any of their affiliates) will be automatically converted into the right to receive $4.00 in cash. The transaction is not subject to a financing condition.

 

The consummation of the Merger is subject to various customary conditions, including Gevity shareholder approval, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain other state regulatory approvals.  The Merger Agreement contains customary representations and warranties between Gevity, TriNet and Merger Sub. The Merger Agreement also contains customary covenants and agreements, including covenants relating to (a) the conduct of Gevity’s business between the date of the signing of the Merger Agreement and the closing of the Merger, (b) non-solicitation of competing acquisition proposals and (c) the efforts of the parties to cause the Merger to be completed. The Merger Agreement contains certain termination rights and provides that, upon or following the termination of the Merger Agreement, under specified circumstances involving a competing acquisition proposal, Gevity may be required to pay TriNet a termination fee of $2,950 and up to $1,000 of expenses.

 

Concurrently with the execution and delivery of the Merger Agreement, ValueAct Capital Management, LP and certain of its affiliates (“ValueAct”) entered into a voting agreement (the “Voting Agreement”) with TriNet whereby ValueAct committed to vote for the approval of the Merger. The Voting Agreement will terminate in the event the Merger Agreement is terminated.

 

On March 4, 2009, Gevity and certain subsidiaries of Gevity (the “Guarantors”) entered into the Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”) with Bank of America, N.A., as administrative agent (“BOA”) and certain other lenders parties thereto (together with BOA, the “Lenders”). The Fourth Amendment amends the definition of “Change of Control” that was set forth in the Amended and Restated Credit Agreement, dated as of August 30, 2006, among Gevity, the Guarantors and the Lenders, as amended (the “Credit Agreement”), to provide that the entry into the Merger Agreement and the execution of the Voting Agreement, in and of themselves, shall not constitute a “Change of Control” for purposes of the Credit Agreement.

 

The Company follows the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The proceeds from the proposed merger are expected to be less than the carrying value of the Company’s net assets. During the quarter ending March 31, 2009, the Company will consider any related impairment issues caused by the proposed transaction.

 

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Table of Contents

 

GEVITY HR, INC. AND SUBSIDIARIES

 

Potential
Acquisition of Gevity



 



On March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and
Gin Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”),
entered into a Merger Agreement (the “Merger Agreement”). Under the Merger
Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with
Gevity surviving the Merger as a wholly owned subsidiary of TriNet. Pursuant to
the Merger Agreement, at the effective time of the Merger, each share of common
stock of Gevity issued and outstanding immediately prior to the effective time
(other than common shares held by TriNet or Merger Sub or any of their
affiliates) will be automatically converted into the right to receive $4.00 in
cash. The transaction is not subject to a financing condition.



 



The consummation of the Merger is subject to various customary
conditions, including Gevity shareholder approval, the expiration or
termination of the applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the receipt of certain other state
regulatory approvals.  The Merger Agreement contains customary
representations and warranties between Gevity, TriNet and Merger Sub. The
Merger Agreement also contains customary covenants and agreements, including
covenants relating to (a) the conduct of Gevity’s business between the
date of the signing of the Merger Agreement and the closing of the Merger, (b) non-solicitation
of competing acquisition proposals and (c) the efforts of the parties to
cause the Merger to be completed. The Merger Agreement contains certain
termination rights and provides that, upon or following the termination of the
Merger Agreement, under specified circumstances involving a competing
acquisition proposal, Gevity may be required to pay TriNet a termination fee of
$2,950 and up to $1,000 of expenses.



 



Concurrently with the execution and delivery of the Merger Agreement,
ValueAct Capital Management, LP and certain of its affiliates (“ValueAct”)
entered into a voting agreement (the “Voting Agreement”) with TriNet whereby
ValueAct committed to vote for the approval of the Merger. The Voting Agreement
will terminate in the event the Merger Agreement is terminated.



 



On March 4, 2009, Gevity and certain subsidiaries of Gevity (the “Guarantors”)
entered into the Fourth Amendment to Amended and Restated Credit Agreement (the
“Fourth Amendment”) with Bank of America, N.A., as administrative agent (“BOA”)
and certain other lenders parties thereto (together with BOA, the “Lenders”).
The Fourth Amendment amends the definition of “Change of Control” that was set
forth in the Amended and Restated Credit Agreement, dated as of August 30,
2006, among Gevity, the Guarantors and the Lenders, as amended (the “Credit
Agreement”), to provide that the entry into the Merger Agreement and the
execution of the Voting Agreement, in and of themselves, shall not constitute a
“Change of Control” for purposes of the Credit Agreement.



 



The Company follows the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The
proceeds from the proposed merger are expected to be less than the carrying
value of the Company’s net assets. During the quarter ending March 31, 2009,
the Company will consider any related impairment issues caused by the proposed
transaction.



 



F-31















Table of Contents



 



GEVITY
HR, INC. AND SUBSIDIARIES



 



Potential
Acquisition of Gevity



 



On March 4, 2009, Gevity, TriNet Group, Inc. (“TriNet”) and
Gin Acquisition, Inc., a wholly owned subsidiary of TriNet (“Merger Sub”),
entered into a Merger Agreement (the “Merger Agreement”). Under the Merger
Agreement, Merger Sub will be merged with and into Gevity (the “Merger”) with
Gevity surviving the Merger as a wholly owned subsidiary of TriNet. Pursuant to
the Merger Agreement, at the effective time of the Merger, each share of common
stock of Gevity issued and outstanding immediately prior to the effective time
(other than common shares held by TriNet or Merger Sub or any of their
affiliates) will be automatically converted into the right to receive $4.00 in
cash. The transaction is not subject to a financing condition.



 



The consummation of the Merger is subject to various customary
conditions, including Gevity shareholder approval, the expiration or
termination of the applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the receipt of certain other state
regulatory approvals.  The Merger Agreement contains customary
representations and warranties between Gevity, TriNet and Merger Sub. The
Merger Agreement also contains customary covenants and agreements, including
covenants relating to (a) the conduct of Gevity’s business between the
date of the signing of the Merger Agreement and the closing of the Merger, (b) non-solicitation
of competing acquisition proposals and (c) the efforts of the parties to
cause the Merger to be completed. The Merger Agreement contains certain
termination rights and provides that, upon or following the termination of the
Merger Agreement, under specified circumstances involving a competing
acquisition proposal, Gevity may be required to pay TriNet a termination fee of
$2,950 and up to $1,000 of expenses.



 



Concurrently with the execution and delivery of the Merger Agreement,
ValueAct Capital Management, LP and certain of its affiliates (“ValueAct”)
entered into a voting agreement (the “Voting Agreement”) with TriNet whereby
ValueAct committed to vote for the approval of the Merger. The Voting Agreement
will terminate in the event the Merger Agreement is terminated.



 



On March 4, 2009, Gevity and certain subsidiaries of Gevity (the “Guarantors”)
entered into the Fourth Amendment to Amended and Restated Credit Agreement (the
“Fourth Amendment”) with Bank of America, N.A., as administrative agent (“BOA”)
and certain other lenders parties thereto (together with BOA, the “Lenders”).
The Fourth Amendment amends the definition of “Change of Control” that was set
forth in the Amended and Restated Credit Agreement, dated as of August 30,
2006, among Gevity, the Guarantors and the Lenders, as amended (the “Credit
Agreement”), to provide that the entry into the Merger Agreement and the
execution of the Voting Agreement, in and of themselves, shall not constitute a
“Change of Control” for purposes of the Credit Agreement.



 



The Company follows the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The
proceeds from the proposed merger are expected to be less than the carrying
value of the Company’s net assets. During the quarter ending March 31, 2009,
the Company will consider any related impairment issues caused by the proposed
transaction.



 



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Table of Contents



 



GEVITY
HR, INC. AND SUBSIDIARIES



 



RELATED TOPICS for GVHR:

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