01—Abstract
Summary
Summary of the 8-K/A filed June 27, 2025. Cited figures are marked; the original filing is the authoritative source.
Paychex, Inc. filed this Form 8-K/A to amend Item 9.01 of its April 14, 2025 Form 8-K, adding Paycor financial statements (incorporated by reference to Paycor's Form 10-K and 10-Q) and unaudited pro forma condensed combined financial information.
The filing reports that Merger Sub merged into Paycor HCM, Inc. on April 14, 2025, with Paycor continuing as an indirect wholly owned subsidiary of Paychex, under a merger agreement dated January 7, 2025. Each Paycor share was converted into the right to receive $22.50a in cash, and the preliminary total purchase consideration is $4,085.7 million, including $4,060.6 million of cash consideration for 180.5 million Paycor shares. The pro forma statements show the combined company's scale on a presentation basis.
For the six months ended November 30, 2024, pro forma total revenue is $2,983.3 millionb (Paychex alone: $2,635.4 million), and pro forma net income is $764.1 million, with pro forma diluted earnings per share of $2.08 versus $2.32 for Paychex alone. For the year ended May 31, 2024, pro forma total revenue is $5,933.2 million and pro forma net income is $1,405.4 million, or $3.84 per diluted share. The filing states that these figures are illustrative, not indicative of actual results, and that the purchase price allocation is preliminary.
Preliminary goodwill is $2,601.8 millionc, and identified intangible assets total $1,409.5 million. The merger was funded in part by $4.2 billion of senior notes issued April 10, 2025: $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. The filing estimates incremental annual interest expense of $230.3 million related to the notes and new debt issuance costs.
Pro forma combined long-term borrowings are $4,946.9 milliond as of November 30, 2024. The filing also notes that Paychex and Paycor have different fiscal year ends, so the historical periods are not aligned in the presentation.
02—Key points
Key Highlights
- Paycor acquisition closed April 14, 2025 at $22.50 per share in cash; preliminary total purchase consideration of $4,085.7 million.
- Preliminary purchase price allocation shows goodwill of $2,601.8 million and identifiable intangible assets of $1,409.5 million, subject to change.
- Acquisition financed by $4.2 billion of senior notes issued April 10, 2025 across 2030, 2032 and 2035 maturities at 5.100%, 5.350% and 5.600%.
- Pro forma revenue for the six months ended November 30, 2024 was $2,983.3 million, with pro forma net income of $764.1 million and diluted EPS of $2.08.
- Pro forma revenue for the year ended May 31, 2024 was $5,933.2 million, with pro forma net income of $1,405.4 million and diluted EPS of $3.84.
- Filing estimates incremental interest expense of $230.3 million on an annual basis from the new notes and debt issuance costs.
- Pro forma figures are illustrative only; the filing states they do not project future results and that Paychex and Paycor fiscal periods are not aligned.
03—Questions
Frequently Asked Questions
What does this amended 8-K add to the April 14, 2025 filing?
It amends Item 9.01 to include Paycor's financial statements, incorporated by reference to Paycor's Form 10-K for the year ended June 30, 2024 and Form 10-Q for the quarter ended December 31, 2024, along with unaudited pro forma condensed combined financial information filed as Exhibit 99.1.
How much did Paychex pay for Paycor?
The filing describes total cash consideration of $4,060.6 million, based on 180.5 million Paycor shares outstanding at $22.50 per share, and total preliminary purchase consideration of $4,085.7 million after adding $25.1 million for replacement equity awards attributable to pre-combination service.
How was the acquisition funded?
On April 10, 2025, Paychex issued $4.2 billion of senior notes: $1.5 billion due 2030 at 5.100%, $1.5 billion due 2032 at 5.350%, and $1.2 billion due 2035 at 5.600%. Proceeds were used to fund the cash consideration and related fees and expenses, with any remainder for general corporate purposes.
What does the pro forma information show about the combined company?
The pro forma statements combine Paychex and Paycor as if the merger occurred June 1, 2023 for income statement purposes. For the year ended May 31, 2024, pro forma total revenue is $5,933.2 million and net income is $1,405.4 million, compared with Paychex's standalone revenue of $5,278.3 million and net income of $1,690.4 million. The filing notes these figures are illustrative and include merger-related adjustments such as added amortization and interest expense.
Are the purchase accounting figures final?
No. The filing states that the purchase price allocation, including goodwill of $2,601.8 million and intangible assets of $1,409.5 million, is preliminary and subject to change, and that the final acquisition accounting could differ materially from the pro forma amounts presented.
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