Exhibit 99.1
| |
|
|
|
|
FOR IMMEDIATE RELEASE
|
|
CONTACT:
|
|
Ware Grove
Chief Financial Officer
-or-
Lori Novickis
Director, Corporate Relations
CBIZ, Inc.
Cleveland, Ohio
(216) 447-9000 |
CBIZ TO OFFER $85 MILLION CONVERTIBLE SENIOR SUBORDINATED NOTES
NET SHARE SETTLEMENT FEATURE PROVIDES FOR PRINCIPAL TO BE REPAID IN CASH
Cleveland, Ohio (May 22, 2006)CBIZ, Inc. (NASDAQ: CBIZ) today announced its intention to offer
$85 million in aggregate principal amount of Convertible Senior Subordinated Notes due 2026. The
Notes are being offered to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933. The company also intends to grant the initial purchaser an option to
purchase up to an additional $15 million in aggregate principal amount of the Notes.
The company intends to use approximately 50% of the proceeds from the sale of the Notes to
repurchase shares of its common stock that may become available from certain institutional buyers
of the Notes in connection with their hedging strategies concurrent with the issuance of the Notes.
The remaining balance of the proceeds will be used to repay a portion of the $48 million
outstanding balance under the companys $100 million unsecured credit facility or for other general
corporate purposes.
The Notes may be converted, under certain circumstances, into cash and, at the companys election,
shares of the companys common stock at a conversion rate to be determined, subject to adjustment
upon certain events. The Notes contain a net settlement feature so that upon conversion, the
company will deliver cash equal to the lesser of the aggregate principal amount of Notes to be
converted and the companys total conversion obligation, plus cash or shares of the companys
common stock at the companys election, for the remainder, if any, of the conversion obligation.
The Notes will rank junior in right of payment with all of the companys existing and future senior
indebtedness. The Notes will bear interest at a fixed rate, payable semiannually, and beginning
on June 6, 2011 the company may be required to pay contingent interest under certain circumstances.
Page 1 of 2
6050 Oak Tree Boulevard, South · Suite 500 · Cleveland, OH 44131 · Phone (216) 447-9000 · Fax (216) 447-9007
The Notes may not be redeemed by the company prior to June 6, 2011. Holders of the Notes may
require the company to repurchase some or all of the Notes on June 1, 2011, June 1, 2016, June 1,
2021 and upon certain specified corporate transactions.
This press release does not constitute an offer to sell or the solicitation of any offer to buy any
securities. The offering will be made only to qualified institutional buyers in accordance with
rule 144A under the Securities Act of 1933, as amended. The securities to be offered have not been
registered under the Securities Act, or any state securities laws, and unless so registered, may
not be offered or sold in the United States, except pursuant to an exemption from, or in a
transaction not subject to the registration requirements of the Securities Act and applicable state
securities laws.
CBIZ, Inc. provides professional business services that help clients better manage their finances,
employees and technology. As the largest benefits specialist, one of the largest accounting,
valuation and medical practice management companies in the United States, CBIZ provides its clients
with integrated financial services which include accounting and tax, internal audit, Sarbanes-Oxley
404 compliance, and valuation. Employee services include employee benefits, property and casualty
insurance, payroll, HR consulting and wealth management. CBIZ also provides information
technology, hardware and software solutions, government relations; healthcare consulting and
medical practice management. These services are provided throughout a network of more than 140
Company offices in 34 states and the District of Columbia.
This press release contains forward-looking statements within the meaning of the Private Securities
Litigation reform Act of 1995. Risk factors that could cause actual results to differ are
discussed in our Report on Form 10-K for the year ended December 31, 2005, and the reader is
directed to these statements for a further discussion of important factors that could cause actual
results to differ materially from those in the forward-looking statements.
For further information regarding CBIZ, call our Investor Relations Office at (216) 447-9000 or visit our web site at www.cbiz.com.
Page 2 of 2
6050 Oak Tree Boulevard, South · Suite 500 · Cleveland, OH 44131 · Phone (216) 447-9000 · Fax (216) 447-9007