M&A: PAYCHEX INC

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325000267

Comments: On January 7, 2025, Paychex, Inc. entered into a Merger Agreement with Skyline Merger Sub, Inc. and Paycor HCM, Inc., establishing a merger where Merger Sub will merge with Paycor, making Paycor the surviving entity as a subsidiary of Paychex. Each share of Paycor Stock will be converted into $22.50 in cash, and shares of Merger Sub will become shares of Paychex. Various treatments are outlined for Paycor’s outstanding equity awards, including stock options and restricted stock units. The merger is conditioned on customary approvals and a written consent from Paycor's majority stockholder has already been provided, negating the need for further action from Paycor's stockholders. Closing may not occur prior to April 15, 2025, and terms regarding debt financing have been detailed as a bridge loan commitment of up to $3.5 billion from JPMorgan Chase Bank, subject to customary conditions. The Agreement includes standard representations, warranties, and covenants, while also restricting Paycor from seeking alternative transactions during the pre-Closing period.

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