01—Abstract
Summary
Summary of the 8-K filed April 10, 2025. Cited figures are marked; the original filing is the authoritative source.
On April 10, 2025, Paychex, Inc. (the "Company") completed an offering of three series of senior notes under an Underwriting Agreement with J.P.
Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters: $1,500,000,000a of 5.100% senior notes due 2030, $1,500,000,000 of 5.350% senior notes due 2032, and $1,200,000,000 of 5.600% senior notes due 2035. The aggregate principal amount of the offering is $4.2 billion, as the three series sum to that figure. The notes were sold under a Registration Statement on Form S-3 (File No. 333-286249), with a prospectus dated March 31, 2025 and a prospectus supplement dated April 8, 2025.
They were issued under an Indenture dated April 10, 2025 with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a First Supplemental Indenture of the same date. Davis Polk & Wardwell LLP, counsel to the Company, provided an opinion on the legality of the notes.
This filing is a disclosure of the completed debt issuance under Item 8.01 (Other Events). It does not state the intended use of proceeds, and the filing itself does not discuss the Company's financial results or operating performance.
02—Key points
Key Highlights
- Paychex completed a $4.2 billion aggregate senior notes offering on April 10, 2025, spread across three maturities.
- The 2030 Notes carry a 5.100% coupon and total $1.5 billion in principal.
- The 2032 Notes carry a 5.350% coupon and total $1.5 billion in principal.
- The 2035 Notes carry a 5.600% coupon and total $1.2 billion in principal, the longest maturity and highest coupon in the offering.
- The notes were issued under a Form S-3 shelf registration (File No. 333-286249), with a prospectus dated March 31, 2025 and a prospectus supplement dated April 8, 2025.
- The Bank of New York Mellon Trust Company, N.A. serves as trustee under the Indenture and First Supplemental Indenture, both dated April 10, 2025.
- J.P. Morgan Securities LLC and BofA Securities, Inc. acted as representatives of the underwriters.
03—Questions
Frequently Asked Questions
How much debt did Paychex issue and what are the terms?
Paychex issued $4.2 billion in aggregate principal of senior notes in three series: $1.5 billion of 5.100% notes due 2030, $1.5 billion of 5.350% notes due 2032, and $1.2 billion of 5.600% notes due 2035.
Under what registration and documents were the notes sold?
The notes were sold under a Registration Statement on Form S-3 (File No. 333-286249), with a prospectus dated March 31, 2025 and a prospectus supplement dated April 8, 2025. The Underwriting Agreement is dated April 8, 2025, and the Indenture and First Supplemental Indenture are dated April 10, 2025.
Who is the trustee for the notes?
The Bank of New York Mellon Trust Company, N.A. is the trustee under the Indenture, as supplemented by the First Supplemental Indenture.
Who underwrote the offering?
J.P. Morgan Securities LLC and BofA Securities, Inc. acted as representatives of the underwriters listed in Schedule 1 to the Underwriting Agreement.
Does the filing state how the proceeds will be used?
No. The filing describes the completed sale of the notes and their governing documents, but it does not state the intended use of the proceeds.
04—Continue