Paylocity Holding Corp. Files 8-K with Material Agreement

TL;DR

Paylocity just filed an 8-K for a material definitive agreement. Big news incoming.

AI Summary

On August 29, 2024, Paylocity Holding Corp. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosures and Financial Statements and Exhibits. The company is incorporated in Delaware and headquartered in Schaumburg, Illinois.

Why It Matters

This 8-K filing indicates a significant new agreement for Paylocity Holding Corp., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Numbers

• 001-36348 — SEC File Number (Identifies the company's filings with the SEC.)
• 46-4066644 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Paylocity Holding Corp. (company) — Registrant
• August 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Schaumburg, Illinois (location) — Principal executive offices
• 1400 American Lane (address) — Business Address

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share PCTY The NASDAQ Global Select
• $325 million — e for a purchase price of approximately $325 million in cash, subject to customary adjustmen

Filing Documents

• pcty-20240829.htm (8-K) — 43KB
• pcty-202408298xkxexhibit21.htm (EX-2.1) — 659KB
• pcty-202408298xkexhibit991.htm (EX-99.1) — 21KB
• 0001591698-24-000222.txt ( ) — 966KB
• pcty-20240829.xsd (EX-101.SCH) — 2KB
• pcty-20240829_lab.xml (EX-101.LAB) — 21KB
• pcty-20240829_pre.xml (EX-101.PRE) — 12KB
• pcty-20240829_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 29, 2024, Paylocity Corporation, a wholly owned subsidiary of Paylocity Holding Corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Project Alpine Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Paylocity Corporation (" Merger Sub "), Airbase Inc., a Delaware corporation (" Airbase "), and Shareholder Representative Services LLC, a Colorado limited liability company, as representative for the securityholders of Airbase. Pursuant to the Merger Agreement, Paylocity Corporation will acquire Airbase for a purchase price of approximately $325 million in cash, subject to customary adjustments as set forth in the Merger Agreement, through a merger whereby Merger Sub will merge with and into Airbase (the " Merger "), with Airbase surviving the Merger as a wholly owned subsidiary of Paylocity Corporation. The consummation of the transactions contemplated by the Merger Agreement (the " Closing ") is subject to the certain specified closing conditions, including (i) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the receipt of approval of Airbase's stockholders, and (iii) customary closing conditions, including, subject to certain materiality exceptions, the accuracy of the parties' representations and warranties and the performance of their respective obligations under the Merger Agreement. No approval of the Company's stockholders is required in connection with the Merger Agreement. The Merger Agreement provides for certain customary termination rights for Paylocity Corporation and Airbase, including by mutual written consent of the parties, and by either party (i) if the Closing has not occurred within 180 days of the date of the Merger Agreement; (ii) if any governmental authority issues an order or permanently enjoins the transaction and such order or other

01 Regulation FD Disclosures

Item 7.01 Regulation FD Disclosures. On September 4, 2024 the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings. Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this Current Report on Form 8-K, other than solely historical information, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, each as amended. Words such as "expects," "believes," "may," "should," "opportunity", "will," "would", "seeks" "intends," "projects," "plans," "estimates," "targets," "anticipates," and other similar words or expressions, or the negative thereof, generally can be used to help identify these forward-looking statements. Examples of forward-looking statements include statements relating to the anticipated benefits and synergies of the acquisition, the timetable for completing the acquisition, and the impact of the acquisition on the Company's business and future financial condition and operating results, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on expectations and assumptions that the Company believes to be reasonable when made, but that may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and chan

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 August 29 , 2024, by and among Paylocity Corporation, Project Alpine Merger Sub, Inc., Airbase Inc. and Shareholder Representative Services LLC . * 99.1 Press Release issued by Paylocity Holding Corporation dated September 4, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Certain exhibits and schedules have been omitted pursuant to item 601(a)(5) of Regulation S-K. The registrant will provide a copy of omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PAYLOCITY HOLDING CORPORATION Date: September 4, 2024 By: /s/ Ryan Glenn Ryan Glenn Chief Financial Officer

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View this 8-K filing on SEC EDGAR