February 23, 2021

TriNet Announces Pricing of a Private Offering of $500 Million of Senior Notes due 2029

DUBLIN, Calif., Feb. 23, 2021 /PRNewswire/ -- TriNet Group, Inc. ("TriNet" or the "Company") (NYSE: TNET), a leading provider of comprehensive human resources solutions for small and medium-size businesses, announced today that it has priced $500 million in aggregate principal amount of its 3.5% senior notes due 2029 (the "notes") in a private offering (the "offering") that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").  The notes will be guaranteed on a senior unsecured basis by the subsidiaries of the Company that will be the borrower and the guarantors of the Company's new $500 million revolving credit facility that is expected to close concurrently with the closing of the offering.  The offering is expected to close on February 26, 2021, subject to customary closing conditions.  The Company intends to use the net proceeds of the offering to repay its outstanding term loan and the remaining amount for general corporate purposes.

The notes have not been and will not be registered under the Securities Act, or the securities laws of any other place.  Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws.  The notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale is unlawful.  Any offers of the notes will be made only by means of a private offering memorandum.  This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

Forward-Looking Statements

This press release contains forward-looking statements that are based on TriNet's current expectations. Such statements include plans regarding the offering and the receipt and use of the net proceeds from the offering.  Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including investor demand, market conditions, customary closing conditions and other factors.  There can be no assurance that TriNet will complete the offering, enter into a new revolving credit facility or repay the outstanding term loan.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.  More information about potential risk factors that could affect TriNet and its results is included in TriNet's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020.  TriNet does not assume any obligation to update the forward-looking information contained in this press release.



Alex Bauer



(510) 875-7201


Renee Brotherton



(408) 646-5103



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SOURCE TriNet Group, Inc.