CBIZ, Inc. Files 8-K for Material Agreement & Equity Sales

Ticker: CBZ · Form: 8-K · Filed: Jul 31, 2024 · CIK: 944148

Cbiz, Inc. 8-K Filing Summary
FieldDetail
CompanyCbiz, Inc. (CBZ)
Form Type8-K
Filed DateJul 31, 2024
Risk Levelmedium
Pages8
Reading Time10 min
Key Dollar Amounts$0.01, $2.3 b, $1.1 billion, $76.84, $48.0 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-securities, sec-filing

Related Tickers: CBZ

TL;DR

CBIZ filed an 8-K for a material agreement and unregistered equity sales. Watch closely.

AI Summary

On July 30, 2024, CBIZ, Inc. entered into a Material Definitive Agreement related to unregistered sales of equity securities. The filing also includes other events and financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by CBIZ, Inc., potentially impacting its stock and investor relations due to the material definitive agreement and unregistered equity sales.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity securities, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

  • CBIZ, Inc. (company) — Registrant
  • July 30, 2024 (date) — Date of Report

FAQ

What is the nature of the Material Definitive Agreement filed by CBIZ, Inc.?

The filing indicates a Material Definitive Agreement was entered into on July 30, 2024, but the specific details of the agreement are not provided in this summary.

What does 'Unregistered Sales of Equity Securities' mean in this context?

This refers to the sale of company stock that has not been registered with the SEC, which is permissible under certain exemptions and conditions.

What other items are included in this 8-K filing?

Besides the material agreement and equity sales, the filing also includes 'Other Events' and 'Financial Statements and Exhibits'.

When was CBIZ, Inc. incorporated and where is it headquartered?

CBIZ, Inc. is incorporated in Delaware and is headquartered at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131.

What is the SEC file number for CBIZ, Inc.?

The SEC file number for CBIZ, Inc. is 001-32961.

Filing Stats: 2,389 words · 10 min read · ~8 pages · Grade level 13 · Accepted 2024-07-31 07:17:04

Key Financial Figures

  • $0.01 — hich registered Common Stock per value $0.01 per share CBZ New York Stock Exchan
  • $2.3 b — n with the Transaction is approximately $2.3 billion, on a cash-free and debt-free bas
  • $1.1 billion — erger Agreement, of which approximately $1.1 billion is expected to be paid in cash and the
  • $76.84 — er share (the "Common Stock") (based on $76.84 per share as specified in the Merger Ag
  • $48.0 million — d to pay a termination fee to Marcum of $48.0 million if debt financing is not obtained or $2
  • $25.0 million — on if debt financing is not obtained or $25.0 million if approval of the Company's stockholde
  • $22.0 million — pay a termination fee to the Company of $22.0 million if the requisite approval of Marcum par
  • $2.0 b — s") in an aggregate principal amount of $2.0 billion, consisting of (x) a $600 million
  • $600 million — nt of $2.0 billion, consisting of (x) a $600 million five year senior secured revolving cred
  • $1.4 billion — red revolving credit facility and (y) a $1.4 billion five year senior secured term loan faci

Filing Documents

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated July 30, 2024, among the Company, Marcum LLP, Marcum Advisory Group LLC, PMMS LLC, and Marcum Partners SPV LLC 99.1 Press Release, dated July 31, 2024 99.2 Investor Presentation 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission ("SEC").

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein that address business performance, financial condition, activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including but not limited to: the ability of the parties to consummate the Transaction in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Transaction, including the ability to secure regulatory approvals in a timely manner or at all, and the approval by Marcum's partners and the approval by the Company's stockholders; the possibility of litigation related to the Transaction and the effects thereof; the possibility that anticipated benefits and/or synergies of the Transaction will not be achieved in a timely manner or at all; the possibility that the costs of the Transaction and/or liabilities assumed will be more significant than anticipated; the possibility that integration will prove more costly and/or time consuming than anticipated; the possibility that the Transaction could disrupt ongoing plans and operations of the parties or their respective relationships with clients, other business partners and employees; the possibility that the financing will not be obtained as anticipated and the effects of the increased leverage of the Company following the Transaction; and other risks described in the Company's SEC filings. All forward-looking

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