CBIZ completed its sale to an affiliate of Grant Thornton Advisors on Nov. 2, becoming a wholly owned subsidiary of the buyer. Eligible CBIZ shareholders are receiving $55 in cash for each share, and the transaction also converted or continued employee equity awards under specified terms.
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Shareholders: Each eligible share of CBIZ common stock was converted into the right to receive $55 in cash, without interest. Shares held by the buyer or its affiliates, held in CBIZ’s treasury or by CBIZ subsidiaries, or covered by properly pursued appraisal rights were excluded from the standard cash conversion.
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Stock options: Outstanding options were canceled. Holders are entitled to cash equal to the amount, if any, by which $55 exceeds the option’s exercise price, multiplied by the number of shares subject to the option. Options with exercise prices at or above $55 do not produce a cash payment under this formula.
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Vested awards: Vested restricted stock units and performance share units, along with Marcum Performance Shares and restricted shares held by non-employee directors, were converted into cash at $55 per share or share-equivalent.
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Unvested employee awards: Unvested restricted stock units were converted into cash-settled replacement awards that generally keep their original vesting schedules and require continued employment with the buyer or its affiliates. Unvested performance share awards were converted into cash-settled awards based on target performance, generally payable at the end of the applicable performance period and subject to continued employment.
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Equity-aligned cash bonus units: Vested units were converted into cash at $55 per unit. The buyer assumed unvested units, which will continue to vest under their existing terms and are payable in cash when vested.
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Early vesting protections: The replacement restricted stock unit and performance share awards, and the assumed cash bonus units, provide for full vesting upon specified events, including termination without cause, death, disability, normal retirement or resignation for good reason.
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Employee stock purchase plan: CBIZ terminated its employee stock purchase plan effective the day before the deal closed. Accumulated employee contributions are to be returned without interest.
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Credit facility: At closing, CBIZ repaid all outstanding obligations under its existing credit agreement and terminated the facility.
What changes: CBIZ is no longer independently owned: the company itself continues as a subsidiary, while eligible public shareholders receive cash rather than shares in the combined ownership structure. The former credit facility has also been paid off and ended.