공시 • Nov 01
CBIZ, Inc. (NYSE:CBZ) completed the acquisition of non-attest business of Marcum, LLP.
CBIZ, Inc. (NYSE:CBZ) (“Company”) entered into a definitive agreement to acquire non-attest business of Marcum, LLP for $2.4 billion on July 30, 2024. The aggregate consideration to be paid by the Company in connection with the Transaction is approximately $2.3 billion, on a cash-free and debt-free basis and subject to calculation and adjustments as provided in the Merger Agreement, of which approximately $1.1 billion is expected to be paid in cash and the remainder is expected to be paid in approximately 14.4 million shares of the Company’s Common Stock. In a separate transaction, Mayer Hoffman McCann P.C., a national independent certified public accounting firm with which the Company has an existing Administrative Service Agreement, will purchase from Marcum substantially all of Marcum’s attest business assets (the “Attest Purchase”). The consideration payable in shares of Common Stock (the “Shares”) will be delivered as follows: (i) approximately 5% of the Shares will be subject to continued service requirements and, subject to satisfaction of those requirements, be delivered on the fourth anniversary of the closing (“performance shares”); (ii) excluding those performance shares, approximately 25% of the Shares will be delivered on the later of three business days following closing and January 2, 2025; and (iii) the remaining approximately 75% of the Shares will be delivered in 36 monthly installments after the initial delivery. The Shares, once fully issued, will constitute approximately 22% of the Company’s outstanding shares, without giving effect to any subsequent issuances, repurchases or other changes in the number of shares outstanding. The Merger Agreement also provides Marcum the right to nominate a director to be appointed to the Company’s board at closing, subject to compliance with certain requirements and the recommendation of the Company’s nominating and governance committee and approval by the board. In the case of certain terminations under the circumstances described in the Merger Agreement, the Company may be required to pay a termination fee to Marcum of $48.0 million if debt financing is not obtained or $25.0 million if approval of the Company’s stockholders is not obtained or the Company’s board changes its recommendation with respect to the Transaction. Marcum may be required to pay a termination fee to the Company of $22.0 million if the requisite approval of Marcum partners is not obtained within the time period specified in the Merger Agreement. The Company has obtained committed financing to, among other things, fund the cash portion of the purchase price pursuant to a commitment letter (the “Commitment Letter”) entered into on July 30, 2024, with Bank of America, N.A. and BofA Securities, Inc., which provides commitments for senior secured credit facilities (the “Credit Facilities”) in an aggregate principal amount of $2.0 billion, consisting of (x) a $600 million five year senior secured revolving credit facility and (y) a $1.4 billion five year senior secured term loan facility. The funding of the Credit Facilities is contingent on the satisfaction of customary conditions, including (i) execution and delivery of definitive documentation with respect to the Credit Facilities in accordance with the terms set forth in the Commitment Letter and (ii) consummation of the acquisition of Marcum. The board of CBIZ and Marcum unanimously approved the transaction.
The completion of the Merger is subject to various closing conditions, including, among others, (a) the expiration of all waiting periods and receipt of all approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (b) the Company obtaining stockholder approval of the issuance of the Shares in connection with the Transaction as required by the rules of the New York Stock Exchange; (c) Marcum obtaining the requisite approval of its partners as specified in the Merger Agreement; (d) the Company obtaining debt financing as contemplated by the commitment letter; and (e) the completion of the Attest Purchase. The acquisition is expected to be accretive in 2025, with an estimated contribution to Adjusted earnings per share of approximately 10%. The transaction is expected to close in the fourth quarter of 2024. Perella Weinberg Partners is serving as CBIZ’s financial advisor and Ronald Stepanovic, Melissa Leonard, John Harrington, Michelle Hervey and Phillip Callesen of BakerHostetler is serving as CBIZ’s legal advisors for the transaction. Deutsche Bank is serving as Marcum’s financial advisor and John LaRocca, David Passey, David Jones and Ian Downes of Dechert LLP is serving as Marcum’s legal advisors for the transaction. Computershare Trust Company, N.A. acted as transfer agent CBIZ, Inc. Georgeson LLC acted as proxy solicitor to CBIZ, Inc. The Company will pay Georgeson a fee of $20,000.
CBIZ, Inc. (NYSE:CBZ) (“Company”) completed the acquisition of non-attest business of Marcum, LLP on November 1, 2024. Concurrent with the closing of this transaction, the attest business of Marcum was acquired by CBIZ CPAs.
