Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

Share Repurchase Program

On February 10, 2022, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past seventeen years. It is effective beginning March 31, 2023, to which the amount of shares to be purchased will be reset to 5.0 million, and expires one year from the respective effective date. This authorization allows us to purchase shares of our common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1trading plans.

Marks Paneth Acquisition

Effective January 1, 2022, we acquired all of the non-attest assets of Marks Paneth LLP ("Marks Paneth"). Marks Paneth, based in New York City, is a provider of a full range of accounting, tax and consulting services to a wide range of industries. Marks Paneth is included as a component of our Financial Services practice group. Mayer Hoffman, an unrelated party, acquired the attest assets from Marks Paneth in a separate transaction.

Purchase price consideration consisted of approximately $81.25 million in cash paid at closing, subject to a customary working capital adjustment, and a contingent purchase consideration, or earnout, of up to a maximum of $75.25 million which consisted of cash and shares of CBIZ common stock. The earnout is payable contingent upon Marks Paneth's future performance. The cash portion of the initial purchase price and the earnout amounts discussed above will be reduced by the purchase price paid by Mayer Hoffman for the assets related to the attestation services of Marks Paneth in a separate transaction.

According to the terms of the purchase agreement, we agreed to issue up to approximately $7.52 million in CBIZ shares of common stock as part of the earnout (representing 10% of the earnout). These shares will be offered and issued to the limited number of sellers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The shares of common stock to be issued pursuant to the terms of the purchase agreement may not be sold, assigned, transferred, pledged, made subject of any hedging transaction, or otherwise disposed of for a period of one year following the date of each issuance of common stock, subject to certain exceptions in the purchase agreement.