M&A - PAYCHEX INC

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000095010325004790

Filing Summary: On April 14, 2025, Paychex, Inc. announced the completion of its merger with Paycor HCM, Inc. This merger was formalized under the terms of an Agreement and Plan of Merger signed on January 7, 2025. As part of the merger, Skyline Merger Sub, Inc., a subsidiary of Paychex, merged with Paycor, with Paycor becoming the surviving entity and a wholly owned subsidiary of Paychex. Shareholders of Paycor received $22.50 in cash for each share of Paycor common stock, with certain exceptions for treasury shares and shares held in custody. A press release detailing the completion of the merger was also issued on the same day.

Form Type: S-8

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000095010325004792

Filing Summary: Paychex, Inc. is filing a registration statement to register 704,240 shares of its common stock under the 2002 Stock Incentive Plan due to the merger with Paycor HCM, Inc. The merger agreement, effective January 7, 2025, results in the cancellation and conversion of Paycor's restricted stock awards into Paychex restricted stock units. The conversion ratio is set at 0.1525113, which is based on the shares of Paycor common stock held by Paycor employees. Participating employees at or above the Director level will receive equity based on previous Paycor awards, adjusted by this conversion ratio. The registration statement incorporates prior filings and states compliance with the Securities Act of 1933.

Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525075132

Filing Summary: On April 8, 2025, Paychex, Inc. disclosed information regarding a merger transaction involving Paychex, Skyline Merger Sub, Inc., and Paycor HCM, Inc. The merger agreement was initially entered into on January 7, 2025. The document includes the consent of Ernst and Young LLP, the independent auditor for Paycor, regarding its consolidated financial statements included in Paycor's Annual Report for the year ending June 30, 2024. The filing serves as a formal notice of the merger and integrates previously released financial statements into the continuous reporting requirements.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325000267

Filing Summary: 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.