EX-99.1 4 c06328exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
Exhibit 99.1
(CBIZ LOGO)
         
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 $100 MILLION CONVERTIBLE SENIOR SUBORDINATED NOTES
NEW NOTES TO PROVIDE FUNDING TO REFINANCE 3.125% NOTES CALLABLE IN JUNE of 2011
NET SHARE SETTLEMENT FEATURE PROVIDES FOR PRINCIPAL TO BE REPAID IN CASH
Cleveland, September 20, 2010 — CBIZ, Inc. (NYSE:CBZ) (“Company”) today announced its intention to offer $100 million in aggregate principal amount of Convertible Senior Subordinated Notes due 2015. The Notes are being offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also intends to grant the initial purchasers an option to purchase up to an additional $15 million in aggregate principal amount of the Notes to cover over-allotments, if any.
The Company is offering the Notes to provide funding to refinance its 3.125% Convertible Senior Subordinated Notes which are callable in June 2011. The Company intends to use proceeds from the issuance of the Notes to repurchase, from time to time, a portion of its 3.125% convertible notes issued in 2006, for general corporate purposes, including repayment of a portion of the existing balances outstanding under its senior credit facility, and utilize up to 25% of the proceeds from the Notes to repurchase shares of its common stock.
The Notes may be converted, under certain circumstances, into cash and, if applicable and at the Company’s election, shares of the Company’s 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 company’s total conversion obligation, plus cash or shares of the Company’s common stock at the company’s election, for the remainder, if any, of the conversion obligation.
The interest rate, conversion rate, offering price and other terms are to be determined by negotiations between the Company and the initial purchasers. The Notes will rank junior in right of payment with all of the Company’s existing and future senior indebtedness, and pari passu with the company’s outstanding 3.125% Notes. The Notes will bear interest at a fixed rate, payable semiannually. Holders of the Notes may require the Company to repurchase some or all of the Notes upon certain specified corporate transactions.
6050 Oak Tree Boulevard, South • Suite 500 • Cleveland, OH 44131 • Phone (216) 447-9000 • Fax (216) 447-9007

 

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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 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 and employees. CBIZ provides its clients with financial services including accounting and tax, internal audit, merger and acquisition advisory, and valuation services. Employee services include group benefits, property and casualty insurance, retirement plan consulting, payroll, HR consulting and wealth management. CBIZ also provides outsourced technology staffing support services, healthcare consulting and medical practice management. As one of the largest benefits specialists and one of the largest accounting, valuation and medical practice management companies in the United States, the Company’s services are provided through more than 150 Company offices in 36 states.
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, whether or not the Company will offer the Notes or consummate the offering, the anticipated terms of the Notes and the offering, and the anticipated use of the proceeds of the offering; the Company’s ability to adequately manage its growth; the Company’s dependence on the current trend of outsourcing business services; the Company’s dependence on the services of its CEO and other key employees; competitive pricing pressures; general business and economic conditions; and changes in governmental regulation and tax laws affecting its insurance business or its business services operations. A more detailed description of such risks and uncertainties may be found in the Company’s filings with the Securities and Exchange Commission.
6050 Oak Tree Boulevard, South • Suite 500 • Cleveland, OH 44131 • Phone (216) 447-9000 • Fax (216) 447-9007

 

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