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Common Stock
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Common Stock

13.    Common Stock

CBIZ’s authorized common stock consists of 250.0 million shares of common stock, par value $0.01 per share (“common stock”). The holders of CBIZ’s common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There are no cumulative voting rights with respect to the election of directors. Accordingly, the holder or holders of a majority of the outstanding shares of common stock will be able to elect the directors of CBIZ then standing for election as terms expire. Holders of common stock have no preemptive rights and are entitled to such dividends as may be declared by the Board of Directors of CBIZ out of funds legally available. The holders of CBIZ’s common stock are not entitled to any sinking fund, redemption or conversion rights. On liquidation, dissolution or winding up of CBIZ, the holders of common stock are entitled to share ratably in the net assets of CBIZ remaining after the payment to any and all creditors. The outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

The $48.4 million outstanding principal amount of the 2010 Notes matured on October 1, 2015. No shares of CBIZ common stock were issued in conjunction with the maturation of the 2010 Notes. Cash payments were settled on November 4, 2015 with funds available under the credit facility. For further discussion regarding debt and financing arrangements, see Note 8 to the accompanying consolidated financial statements.

Prior to the October 1, 2015 maturity date, in two privately negotiated transactions, the Company issued 5.1 million shares of CBIZ common stock plus cash consideration in exchange for $49.3 million of the Company’s 2010 Notes during the second quarter of 2015. During the year ended December 31, 2014, the Company issued 1.5 million shares of CBIZ common stock plus cash consideration in exchange for $32.4 million of the Company’s 2010 Notes in privately negotiated transactions.

 

Treasury Stock

CBIZ’s Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2015, 2014 and 2013. Under these programs, shares may be purchased in the open market or in privately negotiated transactions according to SEC rules.

The repurchase programs do not obligate CBIZ to acquire any specific number of shares and may be suspended at any time. Repurchased shares are held in treasury and may be reserved for future use in connection with acquisitions, employee share plans and other general purposes. Under CBIZ’s credit facility (described in Note 8) share repurchases are unlimited when total leverage is less than 3.0. When leverage is greater than 3.0, the annual share repurchase is limited to $25.0 million.

CBIZ repurchased 3.8 million and 3.2 million shares on the open market at a cost (including fees and commissions) of $35.2 million and $26.6 million under the Share Repurchase Program during the years ended December 31, 2015 and 2014, respectively. Excluding the shares repurchased from Westbury in 2013 as discussed below, no additional shares were repurchased in 2013.

During the year ended December 31, 2013, concurrent with the sale of MMP, CBIZ repurchased an additional 3.9 million shares from Westbury, a company organized by CBIZ founder Michael G. DeGroote, which was 50.0% of Westbury’s then current holdings of the Company’s common stock, at a price of $6.65 per share, which represented the 60-day moving average share price at July 1, 2013. The total cost of this repurchase was $25.7 million. See Note 17 for further discussion of the Westbury transactions.