CBIZ, Inc.

CBZ: DEFM14A · proxy statement

CBIZ has filed its definitive merger proxy for an October 27, 2026 virtual special meeting where stockholders will vote on the $55.00-per-share cash acquisition of the company by Viking ParentCo, Inc., an affiliate of Grant Thornton Advisors LLC backed by New Mountain Capital. Parent estimates total funds of approximately $5.235 billion to complete the merger, funded through committed senior secured debt from a bank group led by JPMorgan plus up to $835 million of equity commitments. There is no financing condition, the HSR waiting period expired September 10, 2026, and closing is targeted for Q4 2026. The $55.00 price resulted from negotiation up from an initial April 2026 indication of $47.00-$50.00 and represents an approximate 62% premium to the unaffected June 5, 2026 close of $33.93. Goldman Sachs delivered a fairness opinion and will earn an approximately $53 million fee, most of which is contingent on closing. Deal protections include a $107.5 million company termination fee, a $49.6 million go-shop fee, and a $198.4 million parent termination fee backed by a Grant Thornton limited guarantee. If approved, CBIZ shares will be delisted from NYSE and deregistered, and no further dividends, including regular quarterly dividends, may be paid.

SEC DEFM14A•1mo ago

CBZ: PREM14A · acquisition merger

CBIZ filed a preliminary merger proxy for its proposed acquisition by Viking ParentCo and Viking MergerCo, affiliates of Grant Thornton Advisors LLC, under which each CBIZ share will be converted into the right to receive $55.00 in cash, with total transaction funding estimated at approximately $5.235 billion including fees and refinancing of existing debt. The $55.00 price was Grant Thornton's best-and-final indication, up from $47.00-$50.00 in April 2026, and represents roughly a 62% premium to the $33.93 close on June 5, 2026. The CBIZ board unanimously approved the merger agreement and recommends stockholders vote for its adoption at a special meeting, with closing anticipated in the fourth quarter of 2026. The HSR waiting period is expected to expire September 10, 2026, and the agreement carries an outside date of July 28, 2027. Financing comprises up to $835 million in equity commitments from New Mountain Partners VII funds plus senior secured debt commitments from JPMorgan, Deutsche Bank, BMO, Bank of America, RBC and UBS. Termination fees are $107.5 million payable by CBIZ in certain superior-proposal scenarios, $49.6 million for go-shop terminations, and $198.4 million payable by Parent for breach or failure to close. Upon closing, CBIZ will be delisted from the NYSE and deregistered under the Exchange Act, and the merger agreement prohibits CBIZ from paying any further dividends, including regular quarterly dividends, while the deal is pending.

SEC PREM14A•1mo ago

CBZ: 8-K · acquisition merger

CBIZ, Inc. has entered into a definitive agreement to be acquired by Viking ParentCo, Inc. for $55.00 per share in cash. The transaction, unanimously approved by the Board of Directors, will result in CBIZ becoming a wholly-owned subsidiary of Parent upon closing. The agreement includes a 30-day “go-shop” period expiring on August 27, 2026, during which CBIZ may actively solicit alternative acquisition proposals. Financing for the $5.2 billion transaction has been committed by New Mountain Partners VII, L.P. and other third-party sources. In connection with the merger, CBIZ adopted a Change in Control Severance Plan and a retention bonus program for eligible employees, including named executive officers. The deal is subject to customary closing conditions, including shareholder approval and regulatory clearances, and is expected to close within one year.

SEC 8-K•2mo ago

CBIZ Reports Second-Quarter and First-Half 2026 Financial Results

CBIZ has agreed to be acquired by Grant Thornton in an all-cash transaction valued at $5.0 billion, or $55.00 per share. Alongside the merger announcement, the company reported second-quarter revenue of $682.2 million and first-half adjusted EPS of $3.44, while also repurchasing approximately 2.5 million shares. The deal is expected to close in the fourth quarter of 2026 pending shareholder and regulatory approvals; consequently, the company has withdrawn its fiscal 2026 guidance.

•2mo ago

Grant Thornton Advisors to Acquire CBIZ for $5 Billion in Transaction Supported by New Mountain Capital

Grant Thornton Advisors has agreed to acquire CBIZ in an all-cash transaction valued at $5 billion, with CBIZ shareholders set to receive $55.00 per share. The purchase price represents a 54% premium to CBIZ's 30-day volume-weighted average price, and the transaction is expected to close in the fourth quarter of 2026. Post-close, the combined entity is projected to generate $7.5 billion in revenue, while New Mountain Capital will spin out CBIZ's Benefits and Insurance Services segment into a standalone company.

•2mo ago

CBIZ Launches CBIZ Retirement Advantage PEP (Pooled Employer Plan) to Help Middle-Market Businesses Attract, Retain and Reward Talent by Simplifying Retirement Plan Administration and Enhancing Employee Benefits

CBIZ announced the launch of the CBIZ Retirement Advantage PEP, a pooled employer plan designed to help middle-market businesses simplify retirement plan administration and reduce fiduciary burdens. The solution integrates retirement consulting with a broader suite of employee benefits, insurance, payroll and advisory services to provide an integrated approach to workforce needs. The firm currently employs over 9,500 team members across 23 major markets nationwide.

•3mo ago