Insperity, Inc. (“Insperity”) (NYSE: NSP), a leading provider of
human resources and business performance solutions for America’s
best businesses, today announced that it is commencing a modified
“Dutch auction” tender offer to repurchase shares of its common
stock up to an aggregate purchase price of $125 million.
“Our confidence in our long-term financial outlook, the strength
of our balance sheet, and our continuing strong cash flow have led
to this tender offer announcement,” said Paul J. Sarvadi, Insperity
chairman and chief executive officer. “Our open market share
repurchases and dividends in the last twelve months combined with
this tender, if fully subscribed, would bring our total return of
capital to over $200 million, demonstrating our ongoing commitment
to returning capital to shareholders.”
Pursuant to the tender offer, company stockholders may tender
all or a portion of their shares (1) at a price per share specified
by the tendering stockholder of not less than $43.50 and not more
than $50.00; or (2) without specifying a purchase price, in which
case their shares will be purchased at the purchase price
determined in accordance with the tender offer. When the tender
offer expires, Insperity will determine the lowest price within the
range of prices specified above (the “purchase price”) enabling
Insperity to purchase up to $125 million in the aggregate of its
common stock. Stockholders will receive the purchase price in cash,
subject to applicable withholding taxes and without interest, for
shares tendered at prices equal to or less than the purchase price,
subject to the conditions of the tender offer, including the
provisions relating to proration, “odd lot” priority and
conditional tenders in the event that the aggregate cost to
purchase all of the shares tendered and not validly withdrawn at or
below the purchase price exceeds $125 million. These provisions are
described in the Offer to Purchase and in the Letter of Transmittal
relating to the tender offer that will be distributed to
stockholders. All shares purchased by Insperity will be purchased
at the same price. All shares tendered at prices higher than the
purchase price will be promptly returned to stockholders.
Insperity will fund any purchase of shares pursuant to the
tender offer, including the related fees and expenses, from
borrowings under its existing revolving credit facility and cash on
hand. The tender offer will not be conditional upon any minimum
number of shares being tendered; however, the tender offer will be
subject to a number of other terms and conditions specified in the
Offer to Purchase. The tender offer will expire at 5:00 p.m., New
York City time, on January 7, 2016, unless extended or terminated
by Insperity. Tenders of shares must be made on or prior to the
expiration of the tender offer and may be withdrawn at any time on
or prior to the expiration of the tender offer. Stockholders
wishing to tender their shares but (a) whose certificates for the
shares are not immediately available, or cannot be delivered to the
depositary within the required time, (b) who are unable to comply
with the procedure for book-entry transfer prior to the expiration
of the tender offer, or (c) who are unable to make delivery of all
required documents to the depositary prior to the expiration of the
tender offer, may tender their shares by complying with the
procedures set forth in the Offer to Purchase for tendering by
notice of guaranteed delivery. Innisfree M&A Incorporated will
serve as information agent for the tender offer. The dealer manager
for the tender offer is Credit Suisse Securities (USA) LLC.
Computershare Trust Company, N.A. is acting as the depositary for
the tender offer.
Insperity’s board of directors has approved the tender offer.
However, none of Insperity’s board of directors, the dealer
manager, the information agent or the depositary makes any
recommendation to stockholders as to whether to tender or refrain
from tendering their shares or as to the price or prices at which
stockholders may choose to tender their shares. No person has been
authorized to make any such recommendation. Stockholders must make
their own decisions as to whether to tender their shares and, if
so, how many shares to tender and the price or prices at which
their shares should be tendered. In doing so, stockholders should
read carefully the information in, or incorporated by reference in,
the Offer to Purchase and in the Letter of Transmittal (as they may
be amended or supplemented), including the purposes and effects of
the offer. Stockholders are urged to discuss their decisions with
their own tax advisers, financial advisers and/or brokers.
News Release for Informational Purposes Only
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any shares
of Insperity’s common stock. The offer is being made solely by the
Offer to Purchase and the related Letter of Transmittal, as they
may be amended or supplemented. Stockholders and investors are
urged to read Insperity’s tender offer statement on Schedule TO
filed with the Securities and Exchange Commission in connection
with the tender offer, which includes as exhibits the Offer to
Purchase, the related Letter of Transmittal and other offer
materials, as well as any amendments or supplements to the Schedule
TO when they become available, because they contain important
information. Each of these documents has been or will be filed with
the Securities and Exchange Commission, and investors may obtain
them for free from the Securities and Exchange Commission at its
website (www.sec.gov) or from Innisfree M&A Incorporated, the
information agent for the tender offer, by telephone at: (888)
750-5834 (toll-free) or (212) 750-5833 (collect), or in writing to:
501 Madison Avenue, 20th floor, New York, New York 10022.
About Insperity
Insperity, a trusted adviser to America’s best businesses for
more than 29 years, provides an array of human resources and
business solutions designed to help improve business performance.
Insperity® Business Performance Advisors offer the most
comprehensive suite of products and services available in the
marketplace. Insperity delivers administrative relief, better
benefits, reduced liabilities and a systematic way to improve
productivity through its premier Workforce Optimization® solution.
Additional company offerings include Human Capital Management,
Payroll Services, Time and Attendance, Performance Management,
Organizational Planning, Recruiting Services, Employment Screening,
Financial Services, Expense Management, Retirement Services and
Insurance Services. Insperity business performance solutions
support more than 100,000 businesses with over 2 million employees.
With 2014 revenues of $2.4 billion, Insperity operates in 57
offices throughout the United States.
Information on Forward Looking Statements
The statements contained herein that are not historical facts
are forward-looking statements within the meaning of the federal
securities laws (Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934). You can
identify such forward-looking statements by the words “expects,”
“intends,” “plans,” “projects,” “believes,” “estimates,” “likely,”
“possibly,” “probably,” “goal,” “opportunity,” “objective,”
“target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,”
“indicator” and similar expressions. Forward-looking statements
involve a number of risks and uncertainties. In the normal course
of business, Insperity, Inc., in an effort to help keep our
stockholders and the public informed about our operations, may from
time to time issue such forward-looking statements, either orally
or in writing. Generally, these statements relate to business plans
or strategies, projected or anticipated benefits or other
consequences of such plans or strategies, or projections involving
anticipated revenues, earnings, unit growth, profit per worksite
employee, pricing, operating expenses or other aspects of operating
results. We base the forward-looking statements on our
expectations, estimates and projections at the time such statements
are made. These statements are not guarantees of future performance
and involve risks and uncertainties that we cannot predict. In
addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate.
Therefore, the actual results of the future events described in
such forward-looking statements could differ materially from those
stated in such forward-looking statements. Among the factors that
could cause actual results to differ materially are: (i) adverse
economic conditions; (ii) regulatory and tax developments and
possible adverse application of various federal, state and local
regulations; (iii) the ability to secure competitive replacement
contracts for health insurance and workers’ compensation insurance
at expiration of current contracts; (iv) cancellation of client
contracts on short notice, or the inability to renew client
contracts or attract new clients; (v) vulnerability to regional
economic factors because of our geographic market concentration;
(vi) increases in health insurance costs and workers’ compensation
rates and underlying claims trends, health care reform, financial
solvency of workers’ compensation carriers, other insurers or
financial institutions, state unemployment tax rates, liabilities
for employee and client actions or payroll-related claims; (vii)
failure to manage growth of our operations and the effectiveness of
our sales and marketing efforts; (viii) the impact of the
competitive environment in the PEO industry on our growth and/or
profitability; (ix) our liability for worksite employee payroll,
payroll taxes and benefits costs; (x) our liability for disclosure
of sensitive or private information; (xi) our ability to integrate
or realize expected returns on our acquisitions; (xii) failure of
our information technology systems; (xiii) an adverse final
judgment or settlement of claims against Insperity; and (xiv)
disruptions to our business resulting from the actions of certain
stockholders. These factors are discussed in further detail in
Insperity’s filings with the U.S. Securities and Exchange
Commission. Any of these factors, or a combination of such factors,
could materially affect the results of our operations and whether
forward-looking statements we make ultimately prove to be
accurate.
Except to the extent otherwise required by federal securities
law, we do not undertake any obligation to update our
forward-looking statements to reflect events or circumstances after
the date they are made or to reflect the occurrence of
unanticipated events.
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version on businesswire.com: http://www.businesswire.com/news/home/20151208005888/en/
Insperity, Inc.Investor Relations Contact:Douglas S.
Sharp, 281-348-3232Senior Vice President of Finance,Chief Financial
Officer and TreasurerorNews Media Contact:Jason Cutbirth,
281-312-3085Senior Vice President of Marketingjason.cutbirth@insperity.com
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