01—Abstract
Summary
Summary of the 8-K filed February 27, 2025. Cited figures are marked; the original filing is the authoritative source.
On February 27, 2025, Paychex, Inc. (Nasdaq: PAYX) disclosed that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for its previously announced acquisition of Paycor HCM, Inc. (Nasdaq: PYCR) expired at 11:59 p.m.
Eastern Time on February 21, 2025. The merger agreement, entered into on January 7, 2025 with Skyline Merger Sub, Inc., an indirect wholly owned subsidiary of Paychex, provides that Merger Sub will merge with and into Paycor, with Paycor surviving as an indirect wholly owned subsidiary of Paychex. The HSR expiration satisfies one of the major conditions to closing, but the transaction remains subject to other customary closing conditions.
The companies expect the transaction to close within the first half of calendar year 2025. The filing is informational.
It attaches a press release dated February 27, 2025 announcing the HSR expiration, and it includes standard forward-looking statement cautions covering risks such as cybersecurity, PEO co-employment exposure, acquisition integration, and macroeconomic conditions affecting small- and medium-sized business clients. The filing contains no financial results or deal consideration terms.
02—Key points
Key Highlights
- HSR Act waiting period for the Paycor acquisition expired at 11:59 p.m. ET on February 21, 2025, satisfying one of the major closing conditions.
- The merger agreement, dated January 7, 2025, structures the deal as Skyline Merger Sub, Inc. merging into Paycor HCM, Inc., with Paycor surviving as an indirect wholly owned subsidiary of Paychex.
- Closing remains subject to other customary closing conditions.
- The transaction is expected to close within the first half of calendar year 2025.
- Paychex issued a press release on February 27, 2025 announcing the HSR expiration (Exhibit 99.1).
- Paychex's press release describes the company as serving over 745,000 customers in the U.S. and Europe and as having more than 16,000 people.
03—Questions
Frequently Asked Questions
What regulatory milestone has been reached for the Paychex-Paycor deal?
The waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on February 21, 2025. This satisfies one of the major conditions to closing, but the deal still depends on other customary closing conditions.
When is the acquisition of Paycor expected to close?
The companies expect the transaction to close within the first half of calendar year 2025.
How is the merger structured?
Under the Merger Agreement dated January 7, 2025, Skyline Merger Sub, Inc., an indirect wholly owned subsidiary of Paychex, will merge with and into Paycor HCM, Inc. Paycor will be the surviving corporation and will become an indirect wholly owned subsidiary of Paychex.
What risks does the filing highlight?
The filing's forward-looking statement cautions include cyberattacks and data security, failure of business continuity plans, risks from the co-employment relationship with its PEO business, changes in health insurance and workers' compensation rates, acquisition integration risks, and macroeconomic conditions affecting small- and medium-sized business clients.
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