Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HireRight Holdings Corporation |
| (Name of Issuer) |
Common stock, par value $0.001 per share |
| (Title of Class of Securities) |
433537107 |
| (CUSIP Number) |
| Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 8, 2023 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 433537107 | SCHEDULE 13D | Page 2 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
32,137,852 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
32,137,852 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,137,852 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.5% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 3 of 35 |
| 1 |
NAME OF REPORTING PERSON
GAP (Bermuda) L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 4 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 5 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) IV, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 6 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 7 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
28,862,580 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
28,862,580 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,862,580 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.7% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 8 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (Lux) S.à r.l. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
&# xA0; |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 9 of 35 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,685,465 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,685,465 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,685,465 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 10 of 35 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,685,465 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,685,465 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,685,465 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 11 of 35 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,685,465 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,685,465 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,685,465 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 12 of 35 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
23,685,465 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
23,685,465 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,685,465 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 13 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 14 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 15 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 A, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
3,538,851 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
3,538,851 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,538,851 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 16 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 B, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
4,885,582 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
4,885,582 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,885,582 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 17 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
29,719,898 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
29,719,898 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,719,898 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.9% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 18 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners 100, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
20,438,147 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
20,438,147 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,438,147 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 19 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (HRG) Collections, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
20,438,147 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
20,438,147 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,438,147 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 20 of 35 |
| 1 |
NAME OF REPORTING PERSON
GAPCO AIV Holdings, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
857,318 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
857,318 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,318 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 21 of 35 |
| 1 |
NAME OF REPORTING PERSON
GAPCO AIV Interholdco (GS), L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
857,318 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
857,318 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,318 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 22 of 35 |
| 1 |
NAME OF REPORTING PERSON
GA AIV-1 B Interholdco, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
4,885,582 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
4,885,582 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,885,582 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 23 of 35 |
| 1 |
NAME OF REPORTING PERSON
GA AIV-1 B Interholdco (GS), L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
4,885,582 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
4,885,582 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,885,582 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 24 of 35 |
| 1 |
NAME OF REPORTING PERSON
GA AIV-1 A Interholdco (GS), L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
3,538,851 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
3,538,851 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,538,851 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 25 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) HRG II, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 26 of 35 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP (Bermuda), LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ |
| 3 | SEC USE ONLY< /p>
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,390,000 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
2,390,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,000 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13D | Page 27 of 35 |
Item 1. Security and Issuer.
This Amendment No. 2 (this “Amendment No. 2”) to Schedule 13D (the “Statement”) is being filed to amend the Statement as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2022, as amended by Amendment No. 1 dated November 17, 2023, with respect to the common stock, par value $0.001 per share (the “common stock”) of HireRight Holdings Corporation, a company incorporated in Delaware (the “Company”), whose principal executive offices are located at 100 Centerview Drive, Suite 300, Nashville, Tennessee 37214. Except as otherwise provided herein, each Item of the Statement remains unchanged.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by the addition of the following:
This Statement is not being made as a result of any particular acquisition or disposition of the Company’s common stock by the Reporting Persons.
The description of the Proposal (as defined below) under Item 4 is incorporated herein by reference in its entirety.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented by the addition of the following:
On December 8, 2023, General Atlantic, L.P. and Stone Point Capital LLC, on behalf of themselves and certain of their respective affiliated investment funds (collectively, the “Bidding Group”), delivered to a Special Committee of the Board of Directors of the Company (the “Special Committee”) a letter setting forth a non-binding proposal (the “Proposal”) providing for the acquisition by the Bidding Group of all of the outstanding common stock not beneficially owned by the Bidding Group for a price per share equal to $12.75 in cash (the “Proposed Transaction”). References to the Proposal in this Statement are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit 5 and which is incorporated herein by reference in its entirety.
In the Proposal, the Bidding Group has committed to only engage in the Proposed Transaction if, in addition to any other vote required, the Proposed Transaction is (i) approved and recommended to the full board of directors of the Company by the Special Committee and (ii) subject to a non-waivable approval of a majority of the voting power of disinterested stockholders.
The Proposed Transaction would be subject to, among other things, (i) completion of a due diligence review of the Company and the Proposed Transaction, (ii) review, negotiation and finalization of definitive agreements for the Proposed Transaction and (iii) receipt of necessary internal and other organizational approvals of the Bidding Group. The Reporting Persons (or their affiliates) expect to engage in communications and discussions with the Company, other stockholders, potential financing sources, industry analysts and other knowledgeable market participants regarding the matters set forth in this Item 4 and may exchange information with such persons, including pursuant to appropriate confidentiality or similar agreements.
Negotiations regarding definitive terms and agreements for a Proposed Transaction are ongoing, and no assurances can be given that a definitive agreement will be reached or that the Proposed Transaction will be consummated.
The consummation of the Proposed Transaction would result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Company, an extraordinary corporate transaction (such as a merger) involving the Company, delisting of the common stock from the New York Stock Exchange and other material changes in the Company’s business or corporate structure.
T he Reporting Persons do not intend to provide additional disclosures regarding the Proposal unless and until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws. Completion of the Proposed Transaction is subject to, among other matters, the satisfactory completion of due diligence, the negotiation of a definitive agreement and satisfaction of the conditions negotiated therein, including the approval of the transaction by disinterested stockholders of the Company. There is no certainty as to the timetable for the potential execution of any definitive agreement. Furthermore, no legally binding obligation of the Reporting Persons to participate in the Proposed Transaction will exist unless and until mutually acceptable definitive documentation has been executed and delivered with respect thereto. The Reporting Persons may modify or withdraw their plans with respect to the Proposal at any time and for any reason. There can be no assurance as to whether the Bidding Group will continue to pursue
| CUSIP No. 433537107 | SCHEDULE 13D | Page 28 of 35 |
the Proposed Transaction on the terms contemplated by the Proposal or at all. The Bidding Group may modify or withdraw the Proposal at any time and for any reason.
The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. The Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Company and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of this Statement.
Item 5. Interest in Securities of the Issuer.
No material change.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
Item 6 is hereby amended and supplemented by the addition of the following:
The information disclosed under Item 3 and Item 4 above is hereby incorporated by reference into this Item 6.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended and supplemented by the addition of the following:
| CUSIP No. 433537107 | SCHEDULE 13D | Page 29 of 35 |
SIGNATURES
After reasonable 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.
Dated as of December 8, 2023
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP (BERMUDA) L.P. | ||||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||||
| By: | GAP (BERMUDA) L.P., its general partner | |||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 433537107 | SCHEDULE 13D | Page 30 of 35 |
| GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (LUX) S.À.R.L. | ||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ William Blackwell | |||
| Name: | William Blackwell | |||
| Title: | Manager B | |||
| CUSIP No. 433537107 | SCHEDULE 13D | Page 31 of 35 |
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 433537107 | SCHEDULE 13D | Page 32 of 35 |
| GENERAL ATLANTIC GENPAR (LUX) SCSp | ||||
| By: |
GENERAL ATLANTIC (LUX) S.À R.L., its general partner |
|||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ William Blackwell | |||
|
Name: Title: |
William Blackwell Manager B |
|||
| GENERAL ATLANTIC PARTNERS (LUX), SCSp | ||||
| By: | GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner | |||
| By: | GENERAL ATLANTIC (LUX) S.À.R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
|
Name: Title: |
Ingrid van der Hoorn Manager A |
|||
| By: | /s/ William Blackwell | |||
| Name: | William Blackwell | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC PARTNERS AIV-1 A, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 433537107 | SCHEDULE 13D | Page 33 of 35 |
| GENERAL ATLANTIC PARTNERS AIV-1 B, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (HRG) COLLECTIONS, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 433537107 | SCHEDULE 13D | Page 34 of 35 |
| GAPCO AIV HOLDINGS, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 B INTERHOLDCO, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 B INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 A INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 433537107 | SCHEDULE 13D | Page 35 of 35 |
| GENERAL ATLANTIC PARTNERS (BERMUDA) HRG II, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner | |||
| By: | GAP (BERMUDA), L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its sole member | |||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
SCHEDULE A
Members of the Management Committee (as of the date hereof)
| Name | Address | Citizenship |
|
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
| Andrew Crawford |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Martín Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| Anton J. Levy |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Sandeep Naik |
Marina Bay Financial Centre Tower 1 8 Marina Boulevard, #17-02 Singapore 018981 |
United States |
J. Albert Smith |
535 Madison Ave, 31st Floor |
United States |
| Graves Tompkins |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Lance D. G. Uggla | 23 Savile Row London W1S 2ET United Kingdom |
United Kingdom and Canada |
| N. Robbert Vorhoff |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Eric Zhang |
Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China |
Hong Kong SAR |