CBIZ, Inc. Files Definitive Additional Materials

TL;DR

CBIZ filed extra proxy docs, no fee. Shareholders get more info.

AI Summary

CBIZ, Inc. filed a Definitive Additional Materials proxy statement on September 19, 2024. This filing is related to the company's proxy materials and does not involve a fee, as indicated by the "No fee required" checkbox. The filing is made under the 1934 Securities Exchange Act.

Why It Matters

This filing provides additional information to shareholders regarding proxy matters, which is crucial for their informed voting decisions on corporate governance and company direction.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement supplement and does not contain new financial information or strategic changes that would typically impact risk.

Key Players & Entities

• CBIZ, Inc. (company) — Registrant
• 20240919 (date) — Filing Date
• 0001193125-24-221801 (document_id) — Accession Number

FAQ

Key Financial Figures

• $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
• $0.01 — of the Companys common stock, par value $0.01 per share (the Common Stock) (based on
• $76.84 — per share (the Common Stock) (based on $76.84 per share as fixed in the Merger Agreem
• $48.0 million — d to pay a termination fee to Marcum of $48.0 million if the Debt Financing is not obtained o
• $25.0 million — f the Debt Financing is not obtained or $25.0 million if the Stock Issuance Proposal is not a
• $22.0 million — pay a termination fee to the Company of $22.0 million if the requisite approval of Marcum par
• $2.0 b — es) in an aggregate principal amount of $2.0 billion, consisting of (a) a $600 million
• $600 million — nt of $2.0 billion, consisting of (a) a $600 million five-year senior secured revolving cred
• $1.4 billion — red revolving credit facility and (b) a $1.4 billion five-year senior secured term loan faci

Filing Documents

• d904822ddefa14a.htm (DEFA14A) — 2536KB
• g904822g00p84.jpg (GRAPHIC) — 31KB
• g904822g10k10.jpg (GRAPHIC) — 403KB
• g904822g11k11.jpg (GRAPHIC) — 264KB
• g904822g21p01.jpg (GRAPHIC) — 23KB
• g904822g27f03.jpg (GRAPHIC) — 21KB
• 0001193125-24-221801.txt ( ) — 3559KB

Risk Factors

Risk Factors 21 Unaudited Pro Forma Condensed Combined Financial Information 28 Special Meeting of Shareholders 48 Proposal No. 1Stock Issuance Proposal 52 Proposal No. 2The Adjournment Proposal 79 Information About the Company 80 Information About Marcum 81 Marcum Managements Discussion and Analysis of Financial Condition and Results of Operations 82 Beneficial Ownership of Securities 97 Price Range of Securities and Dividends 99 Appraisal Rights 100 Householding Information 100 Transfer Agent and Registrar 100 Submission of Shareholder Proposals 100 Future Shareholder Proposals 100 Where You Can Find Additional Information; Incorporation of Certain Documents by Reference 101 Index To Consolidated Financial Information of Marcum F-1 Annex AMerger Agreement A-1 Annex BOpinion of the Companys Financial Advisor B-1 Table of Contents SUMMARY TERM SHEET This summary term sheet, together with the sections entitled Questions and Answers About the Proposals for Shareholders and Summary of the Proxy Statement, summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled Frequently Used Terms. CBIZ, Inc., a Delaware corporation, which we refer to as we, us, our, or the Company, is a diversified services company which, acting through its subsidiaries, has been providing professional business services since 1996, primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. The Company manages and

View Full Filing

View this DEFA14A filing on SEC EDGAR