Item 1.01 Entry into a Material Definitive Agreement
Entry into Waiver of Certain Provisions of the Voting Agreement; Change of Director Status
On September 6, 2019, the Ceridian HCM Holding Inc. (the “Company”) entered into a waiver (the “Waiver”) of certain provisions of the voting agreement (the “Voting Agreement”) dated April 30, 2018, between the Company, Cannae Holdings, LLC (“Cannae”), certain funds affiliated with Thomas H. Lee Partners, L.P. (“THL”) and the other parties thereto. Cannae and THL together are referred to as the “Sponsor Stockholders,” and directors designated by a Sponsor Stockholder pursuant to the terms of the Voting Agreement are referred to as “Sponsor Director Designees.”
Prior to the Offering (as defined below), THL and Cannae each held at least 20% of the outstanding voting power of the Company, and could each designate two directors to the board of directors of the Company (the “Board”) pursuant to the Voting Agreement. Following the Offering, THL and Cannae each hold at least 10% of the outstanding voting power of the Company, and can each designate one director to the Board pursuant to the Voting Agreement. The Waiver releases the Company and the Sponsor Stockholders from their respective obligations and rights pursuant to Section 2.01(g)(ii) of the Voting Agreement, which requires a Sponsor Director Designee to offer his resignation on the Board in connection with the loss of the related Sponsor Stockholder’s right to designate a director pursuant to the Voting Agreement in connection with the Offering. Pursuant to the Waiver, two of the four current Board members designated by THL and Cannae pursuant to the Voting Agreement will not be required to resign from the Board. Instead, they will continue to serve continue to serve on the Board in the capacity of ordinary members of the Board and not as Sponsor Director Designees.
In connection with the entry into the Waiver, the Board provided that each of Thomas M. Hagerty and Ronald F. Clarke shall cease to be a Sponsor Director Designee, and shall instead continue to serve on the Board in the capacity of an ordinary member of the Board. Following the entry into the Waiver, THL’s sole Sponsor Director Designee pursuant to the Voting Agreement is Ganesh Rao and Cannae’s sole Sponsor Director Designee pursuant to the Voting Agreement is Brent B. Bickett.
A copy of the Waiver is filed as Exhibit 10.1 hereto. The above description is qualified in its entirety by reference to such exhibit.
Item 8.01 Other Events.
Entry into Underwriting Agreement
On September 4, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as underwriter (the “Underwriter”) and the selling shareholders named therein (the “Selling Shareholders”), pursuant to which the Selling Shareholders agreed to sell 9,000,000 shares of common stock, par value $0.01 per share, of the Company to the Underwriter at a purchase price of $56.00 per share (the “Offering”). The Offering closed on September 6, 2019. The Company did not sell any shares in the Offering and will not receive any proceeds from the Offering.
The Offering is being made pursuant to a prospectus supplement, dated September 4, 2019, to the prospectus, dated May 21, 2019, included in the Company’s registration statement on FormS-3 (FileNo. 333-231639), which was initially filed with the Securities and Exchange Commission on May 21, 2019.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares by the Selling Shareholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.
