M&A - PAYCOR HCM, INC.

Form Type: SCHEDULE 13G/A

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000095017025054416

Filing Summary: This Schedule 13G/A was filed by Pride Aggregator, LP and Apax IX GP Co. Limited concerning their interest in Paycor HCM, Inc. The document indicates that the reported amounts reflect the disposition of Issuer securities on April 14, 2025 in relation to a merger between Paycor HCM, Inc. and another corporation, which led to the delisting of Paycor's securities from the Nasdaq Global Select Market. The entities have entered into a Joint Filing Agreement to file this statement collectively. The filing also includes certifications from directors of the reporting persons, Jason Wright and Jeremy Latham, noted with their signatures dated April 15, 2025.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000095010325004791

Filing Summary: On April 14, 2025, Paycor HCM, Inc. completed a merger with Paychex, Inc. in accordance with an Agreement and Plan of Merger executed on January 7, 2025. In this transaction, Merger Sub merged with and into Paycor HCM, making it an indirect wholly owned subsidiary of Paychex. As part of the merger, each outstanding share of Paycor's common stock was converted into $22.50 in cash, excluding certain shares held by specific entities. The merger led to the termination of existing credit agreements, and the company has requested to delist its shares from Nasdaq. A press release announcing the merger completion was also issued on the same day. Changes made include the amendment of the company's certificate of incorporation and bylaws as part of the merger process.

Form Type: POSASR

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000095010325004789

Filing Summary: On April 14, 2025, Paycor HCM, Inc. completed a merger with Paychex Inc. and Skyline Merger Sub, Inc. as per the merger agreement dated January 7, 2025. Following the merger, Paycor HCM, Inc. became a wholly owned subsidiary of Paychex Inc. This filing serves to deregister all unsold securities under the Form S-3 Registration Statement No. 333-267291, initially filed on September 6, 2022, associated with the resale of 93,000,000 shares of common stock. The effectiveness of the prior registration statement has been terminated, and all unsold securities are hereby removed from registration due to the completion of the merger.

Form Type: S-8 POS

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000095010325004788

Filing Summary: On April 14, 2025, Paycor HCM, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statement with the SEC. This amendment is primarily focused on deregistering any unsold or unissued shares of common stock associated with the 2021 Omnibus Incentive Plan and the 2021 Employee Stock Purchase Plan as a result of a merger with Paychex Inc. and its subsidiary, Skyline Merger Sub, Inc. The merger, effective on the same date, resulted in the Registrant becoming a wholly owned subsidiary of Paychex Inc. Consequently, all offers and sales of its securities registered under the existing registration statements are being terminated. The amendment also includes a certification that the Registrant meets all necessary requirements for filing under the Securities Act of 1933.

Form Type: 10-Q

Filing Date: 2025-02-06

Corporate Action: Merger

Type: Update

Accession Number: 000183943925000020

Filing Summary: Paycor HCM, Inc. has reported financial results for the quarterly period ending December 31, 2024, detailing an overall increase in revenues to $180.4 million compared to $159.5 million the previous year. They reported a net loss of $2.0 million for the current quarter, based on an increase in both recurring revenue and interest income on funds held for clients. The company also indicated the planned merger with Paychex, Inc., which is under an Agreement and Plan of Merger dated January 7, 2025. This merger will have significant implications on its operations as Paychex will acquire Paycor, potentially affecting stockholder equity and financial structure. The company has outlined various risks associated with the merger completion, including potential litigation, market response, and general business operations. Further disclosures include details about the company’s changes in assets and liabilities, highlighting a total asset increase to $2.83 billion from $2.61 billion and liabilities of approximately $1.52 billion. Overall, this quarterly report underscores both the financial performance and strategic direction of Paycor amidst the upcoming merger preparations.

Form Type: PREM14C

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525020889

Filing Summary: Paycor HCM, Inc. has filed a preliminary information statement in connection with its planned merger with Paychex Inc. and its subsidiary, Skyline Merger Sub, Inc. The merger agreement was executed on January 7, 2025, with Paycor set to merge into Merger Sub, resulting in Paycor becoming a wholly owned subsidiary of Paychex. Shareholders will receive $22.50 per share in cash for their shares of Paycor common stock, with exclusions for certain shares held by the company or its subsidiaries and those entitled to appraisal rights under Delaware law. The agreement has been approved by the board of directors of Paycor, who determined it to be in the best interest of the shareholders. Following the agreement, the majority stockholder, Pride Aggregator, LP, representing about 53.36% of voting power, delivered a written consent to approve the merger, negating the need for further shareholder action. The information statement outlines the rights of dissenting shareholders and the procedures for exercising appraisal rights post-merger.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525002903

Filing Summary: On January 7, 2025, Paycor HCM, Inc. entered into a Merger Agreement with Paychex, Inc. and Skyline Merger Sub, Inc. Under the terms of the agreement, Skyline Merger Sub will be merged with Paycor HCM, making it a wholly-owned subsidiary of Paychex. Each outstanding share of Paycor common stock will be converted into the right to receive $22.50 in cash at the effective time of the merger. Customary representations, warranties, and covenants have been made by the parties. The merger will not require further action from stockholders as a written consent was executed by Paycor's majority stockholder approving the merger. The closing is contingent upon typical conditions including regulatory approvals and is expected to happen no earlier than April 15, 2025. Employees will be compensated for stock options and restricted stock unit awards according to specified terms defined in the agreement. An information statement regarding the merger will be filed with the SEC.