CBIZ Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
Credit Agreement Amendment
On April 29, 2025 (the “Closing Date”), CBIZ, Inc. (the “Company”) entered into a second amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement, dated as of November 1, 2024 (as amended by that certain first amendment, dated as of March 7, 2025, and as further amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”), by and among CBIZ Operations, Inc., an Ohio corporation (the “Borrower”), as borrower, the Company, the other Guarantors identified on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Agent (in such capacity, the “Agent”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Second Amendment or the Credit Agreement, as applicable.
To afford the Company and the Borrower greater flexibility under the terms of the Credit Agreement, the Second Amendment (i) adds a usual and customary “Available Amount” basket available to the Borrower for the making of certain Investments and/or Restricted Payments (including share repurchases), from time to time, subject to the satisfaction of certain terms and conditions set forth therein and (ii) makes certain other technical changes as set forth therein.
The foregoing description of the Second Amendment and the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment and the Credit Agreement, which are filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
To the extent required, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Document | |
| 10.1 | Second Amendment, dated as of April 29, 2025, by and among CBIZ Operations, Inc., as borrower, the Company, the other Guarantors identified on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as Agent (which includes the Credit Agreement as Annex A). | |
| 104.1 | Cover Page Interactive Data File (formatted as Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CBIZ, Inc. | ||||||
| Date: April 29, 2025 | By: | /s/ Jaileah X. Huddleston | ||||
| Name: | Jaileah X. Huddleston | |||||
| Title: | Senior Vice President, Chief Legal Officer, and Corporate Secretary | |||||