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Paychex logoPaychex PAYX

Paychex said on January 7, 2025 that it entered into a merger agreement with Paycor HCM, Inc. The company said the deal is an all-cash transaction at $22.50 per share, with an enterprise value of about $4.1 billion.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Paychex said on January 7, 2025 that it entered into a merger agreement with Paycor HCM, Inc. The company said the deal is an all-cash transaction at $22.50 per share, with an enterprise value of about $4.1 billion.

  2. Paychex entered into a commitment letter with JPMorgan Chase Bank, N.A. for an unsecured bridge term loan facility of 364-day in loans of up to $3.5 billion, with 100% of the loans to be provided by the bank. The company said it expects to fund the transaction with incremental debt.

  3. Paychex said closing is subject to conditions including the Hart-Scott-Rodino Act waiting period expiring, and that the deal cannot close before April 15, 2025 unless Paychex waives that inside date. Either party may terminate the merger agreement if the merger is not completed by October 7, 2025.

  4. The company said it expects run-rate cost synergies to exceed $80 million in the near term. It also said the deal is expected to be neutral to slightly accretive to adjusted diluted EPS in the first fiscal year after closing. Pride Aggregator, LP, Paycor's majority stockholder, approved the merger by written consent.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Paychex to Acquire Paycor for $22.50 Cash per Share, $4.1 billion Enterprise Value

Paychex said on January 7, 2025 that it entered into a merger agreement with Paycor HCM, Inc. The company said the deal is an all-cash transaction at $22.50 per share, with an enterprise value of about $4.1 billion.

Source · Based on the filing body and exhibits

Bridge Loan Facility of Up to $3.5 billion, Unsecured, 364-day

Paychex entered into a commitment letter with JPMorgan Chase Bank, N.A. for an unsecured bridge term loan facility of 364-day in loans of up to $3.5 billion, with 100% of the loans to be provided by the bank. The company said it expects to fund the transaction with incremental debt.

Source · Based on the filing body and exhibits

Closing Conditions: No Closing Before April 15, 2025, Outside Date October 7, 2025

Paychex said closing is subject to conditions including the Hart-Scott-Rodino Act waiting period expiring, and that the deal cannot close before April 15, 2025 unless Paychex waives that inside date. Either party may terminate the merger agreement if the merger is not completed by October 7, 2025.

Source · Based on the filing body and exhibits

Company-cited synergies, EPS effect and Paycor stockholder approval

The company said it expects run-rate cost synergies to exceed $80 million in the near term. It also said the deal is expected to be neutral to slightly accretive to adjusted diluted EPS in the first fiscal year after closing. Pride Aggregator, LP, Paycor's majority stockholder, approved the merger by written consent.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.