EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
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CONTACT:
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Ware Grove |
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Chief Financial Officer |
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-or- |
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Lori Novickis |
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Director, Corporate Relations |
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CBIZ, Inc. |
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Cleveland, Ohio |
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(216) 447-9000 |
CBIZ ANNOUNCES AGREEMENT TO SELL $100 MILLION OF CONVERTIBLE SENIOR
SUBORDINATED NOTES
CBIZ INTENDS TO USE $52.5 MILLION OF NET PROCEEDS TO REPURCHASE 6.6 MILLION SHARES OF
COMMON STOCK
Cleveland, Ohio (May 23, 2006)CBIZ, Inc. (NASDAQ: CBIZ) today announced that it has priced, at
par, a private offering of $100.0 million aggregate principal amount of Convertible Senior
Subordinated Notes due 2026, including exercise, in full, of the over-allotment option granted to
the initial purchaser. The offering is expected to close May 30, 2006, subject to customary closing
conditions.
The company intends to use approximately $52.5 million of the net proceeds from the offering to
repurchase approximately 6.6 million shares of its common stock from certain institutional buyers
of the Notes upon closing, which will result in a reduction of the current shares outstanding and
diluted shares outstanding. The remaining balance of the proceeds will be used to repay a portion
of todays outstanding balance of $44 million under the companys $100 million unsecured credit
facility or for general corporate purposes.
The Notes will bear interest at a fixed rate of 3.125% per annum, payable semiannually beginning
December 1, 2006. Commencing with the six-month period beginning June 6, 2011, the company also
will pay contingent interest on the notes in certain circumstances and in amounts described in the
offering memorandum.
The Notes contain a net share settlement feature so that upon conversion, the company will deliver
cash equal to the lesser of the aggregate principal amount of the 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 may be
converted, under certain circumstances, into cash, and at the companys election, shares, if any,
of the companys common stock at an initial conversion rate of 94.1035 shares per $1,000 principal
amount of the Notes (which is equivalent to an initial conversion price of $10.63 per share). The
initial conversion price represents a 33.5% premium to the $7.96 per share closing price of the
companys common stock on the NASDAQ Stock Market on May 23, 2006. The Notes will rank junior in
right of payment to all of the companys existing and future senior indebtedness.
Page 1 of 2
6050
Oak Tree Boulevard, South Suite 500 Cleveland, OH 44131
Phone (216) 447-9000 Fax (216) 447-9007
On or after June 6, 2011, the company may redeem the Notes at a redemption price equal to 100% of
the principal amount of the notes plus accrued and unpaid interest. On June 1, 2011, June 1, 2016
and June 1, 2021 and in the event of certain fundamental changes, holders may require us to
repurchase all or a portion of their notes at a price equal to 100% of the principal amount of the
notes plus accrued and unpaid interest.
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