Issuer Free Writing Prospectus Filed Pursuant to Rule 433
Registration Statement No. 333-267291
December 1, 2022
Paycor Announces Offering
of Common Stock by Selling Stockholders
CINCINNATI, OH—December 1, 2022—Paycor HCM, Inc. (Nasdaq: PYCR) (“Paycor”), a leading provider of human capital management (HCM) software, today announced the commencement of an underwritten public offering of 5,000,000 shares of common stock on behalf of investment funds advised by Apax Partners LLP. The offering consists of 3,531,941 shares offered by Pride Feeder, L.P. and 1,468,059 shares offered by AIX Pride Syndication, L.P., respectively. Each of the selling stockholders are controlled by investment funds advised by Apax Partners LLP. Paycor will not receive any of the proceeds from the sale of the shares being offered by the selling stockholders but will bear the costs associated with the sale of such shares, other than any underwriting discounts and commissions.
Goldman Sachs & Co. LLC is acting as underwriter for the proposed offering.
Pride Aggregator, L.P. will distribute 6,899,002 shares of Paycor’s common stock to its limited partners prior to the closing of the proposed offering, including the selling stockholders. Of the 6,899,002 shares that will be distributed, (i) 5,000,000 shares will be offered for sale in the proposed offering, (ii) 1,573,517 shares that are not being offered for sale in the proposed offering will be subject to a 30-day lock-up and (iii) 325,485 shares that are not being offered for sale in the proposed offering will be distributed among approximately 80 limited partners who will not be subject to lock-ups.
The proposed offering of common stock will be made pursuant to the Company’s shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) and declared effective. The proposed offering will be made only by means of a prospectus and a free writing prospectus. A copy of the prospectus and the free writing prospectus relating to this offering may be obtained, when available, by visiting the SEC’s website at www.sec.gov. Alternatively, the prospectus and the free writing prospectus may be obtained from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing: Prospectus-ny@ny.email.gs.com