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Ceridian intends to use a portion of the net proceeds of the Offering of the Notes to pay the cost of the capped call transactions. If the initial purchasers exercise their option to purchase additional Notes, Ceridian expects to use a portion of the net proceeds from the sale of such additional Notes to enter into additional capped call transactions. Ceridian intends to use the remainder of the net proceeds from the Offering (i) to repay $295.0 million principal amount under the Company’s senior credit facilities and pay related accrued interest and (ii) for general corporate purposes, which may include potential investments in businesses or acquisitions of companies that Ceridian may identify in the future.
The Notes will only be offered and sold to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. The Notes and the shares of the Company’s common stock potentially issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act or any state securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Offering is being conducted in accordance with the terms and subject to the conditions set forth in the private offering memorandum. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Notes or any shares of the Company’s common stock potentially issuable upon conversion of the Notes, 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.
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.
Forward-Looking Statements
This press release contains forward-looking statements that 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 and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events but not all forward-looking statements contain these identifying words.
The forward-looking statements contained in this press release are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you consider this press release, you should
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