Minneapolis, MN, August 26, 2020
Ceridian HCM Holding Inc. (“Ceridian” or the “Company”) (NYSE:CDAY) (TSX:CDAY), a global human capital management software company, announced today the pricing of an underwritten secondary public offering by affiliates of Thomas H. Lee Partners, L.P. and David D. Ossip, Chairman and Chief Executive Officer of the Company (the “Selling Stockholders”), of 7,217,347 and 500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), respectively, pursuant to a shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The shares will be offered from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to its right to reject any order in whole or in part. Prior to the exercise, the 500,000 shares of Common Stock exercised by David Ossip made up 5.3% of his direct and indirect holdings of Common Stock, exchangeable shares, and vested and unvested stock options and restricted stock units. Proceeding the exercise, David Ossip holds 8,862,884 shares of Common Stock, exchangeable shares, and vested and unvested stock options and restricted stock units, or 6.0% of the Company’s Common Stock outstanding as of August 21, 2020.
The offering consists entirely of secondary shares to be sold by the Selling Stockholders. The Selling Stockholders will receive all of the proceeds from the offering. The offering is expected to close on August 28, 2020, subject to customary closing conditions.
BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as the underwriters for this offering.
An automatic shelf registration statement (including a prospectus) relating to the offering of Common Stock was filed with the SEC on May 21, 2019 and became effective upon filing. Before you invest, you should read the prospectus in that registration statement and the documents incorporated by reference in that registration statement as well as the prospectus supplement related to this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. When available, copies of the prospectus supplement and accompanying prospectus related to the offering may also be obtained from: BofA Securities Attn: Prospectus Department, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001 or by email: firstname.lastname@example.org or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, at (866) 803-9204 (toll free).
The offering of these securities will be made only by means of a prospectus supplement and the accompanying prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer to buy the securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.
About Ceridian HCM Holding Inc.
Ceridian. Makes Work Life Better™.
Ceridian is a global human capital management software company. Dayforce, our flagship cloud HCM platform, provides human resources, payroll, benefits, workforce management, and talent management functionality. Our platform is used to optimize management of the entire employee lifecycle, including attracting, engaging, paying, deploying, and developing people. Ceridian has solutions for organizations of all sizes.
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this press release are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “seek,” “plan,” “intend,” “believe,” “will,” “may,” “could,” “continue,” “likely,” “should,” and other words.
The forward-looking statements contained in this press release are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: the impact of the Coronavirus disease, COVID-19, 2019 pandemic on our business, operations and financial results; our inability to attain or to maintain profitability; significant competition for our solutions; our inability to continue to develop or to sell our existing Cloud solutions; our inability to manage our growth effectively; the risk that we may not be able to successfully migrate our Bureau customers to our Cloud solutions or to offset the decline in Bureau revenue with Cloud revenue; the decline or slower than expected development of the market for enterprise cloud computing; failure of our efforts to increase use of our Cloud solutions and our other applications may not succeed; our failure to provide enhancements and new features and modifications to our solutions; failure to comply with the Federal Trade Commission’s ongoing consent order regarding data protection; system interruptions or failures, including cyber-security breaches, identity theft, or other disruptions that could compromise our information; our failure to comply with applicable privacy, security, data and financial services laws, regulations and standards; changes in regulations governing financial services, privacy concerns, and laws or other domestic or foreign data protection regulations; the risk of loss caused by customer failure to repay distribution of earned net wages and associated tax amounts made on behalf of our customers for our Dayforce Wallet or other services; our inability to successfully expand our current offerings into new markets or further penetrate existing markets; our inability to meet the more complex configuration and integration demands of our large customers; reductions in our customers’ employment levels or other overall declines in the financial viability of our current and prospective customers; the risk of our customers declining to renew their agreements with us or renewing at lower performance fee levels; our failure to manage our technical operations infrastructure; our inability to maintain necessary third party relationships, and third party software licenses or there are errors in the software we license; our inability to protect our intellectual property rights, proprietary technology, information, processes, and know-how; our failure to keep pace with rapid technological changes and evolving industry standards; general economic, political and market forces beyond our control; or changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this press release. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this press release.
Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.
For more information, contact:
Vice President, Finance and Investor Relations
Ceridian HCM Holding Inc.