UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) 
of the Securities Exchange Act of 1934

TriNet Group, Inc. 

(Name of Subject Company (Issuer))

TriNet Group, Inc. 

(Names of filing Persons (Offeror and Issuer))

Common Stock, Par Value $0.000025 per share 

(Title of Class of Securities)

896288107 

(CUSIP Number of Class of Securities)
(Underlying Common Stock)

Samantha Wellington
Executive Vice President, Business Affairs, Chief Legal Officer and Secretary
TriNet Group, Inc.
One Park Place
Suite 600
Dublin, California 94568
(510) 352-5000 

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)

Copies to:

Sarah K. Solum
Freshfields Bruckhaus Deringer US LLP
855 Main Street
Redwood City, California 94063
(650) 618-9250

Check the appropriate boxes below to designate any transactions to which the statement relates:

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

AMENDMENT NO. 1 TO SCHEDULE TO

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by TriNet Group, Inc., a Delaware corporation (“TriNet” or the “Company”), on August 1, 2023 (together with any amendments or supplements thereto, the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to 5,981,308 shares of its issued and outstanding common stock, par value $0.000025 per share (the “shares”), at a price of $107.00 per share, less any applicable withholding taxes and without interest (the “tender offer”).

Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO and all exhibits attached thereto, including the Offer to Purchase, dated August 1, 2023, and the related Letter of Transmittal, as each may be amended or supplemented from time to time.

Item 7.            SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 7(a), (b) and (c) are hereby amended and supplemented by the following information:

On August 1, 2023, the Company announced the launch of an offering of $500 million in aggregate principal amount of its Senior Notes due 2031 (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 Company intends to use the net proceeds of the offering to fund the tender offer and the repurchase of shares pursuant to the repurchase agreement that it announced on July 31, 2023, and the remaining amount, if any, 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 Amendment No. 1 does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor will there be any sale of notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 11.          ADDITIONAL INFORMATION

Item 11 is hereby amended and supplemented as follows:

On August 1, 2023, the Company issued a press release relating to the launch of the notes offering.

Item 12.          EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(xi)*      Press release, dated August 1, 2023.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX