EXHIBIT 99.1
[CBIZ LOGO]
[PRESS RELEASE]
FOR IMMEDIATE RELEASE CONTACT: WARE GROVE
Chief Financial Officer
-OR-
LORI NOVICKIS
Director, Corporate Relations
CBIZ, Inc.
Cleveland, Ohio
(216) 447-9000
CBIZ CLOSES THE SALE OF $100 MILLION CONVERTIBLE SENIOR SUBORDINATED NOTES
CBIZ REPURCHASES 6.6 MILLION SHARES WITH A PORTION OF THE NET PROCEEDS
Cleveland, Ohio (May 30, 2006)--CBIZ, Inc. (NASDAQ: CBIZ) today announced the
completion of its offering of $100 million of 3.125% Convertible Senior
Subordinated Notes due 2026. The Notes were sold to qualified institutional
buyers pursuant to Rule 144A under the Securities Act, as amended.
Net proceeds from the sale of the Notes were used by the company to repurchase
approximately 6.6 million shares of its common stock at a cost of approximately
$52.5 million. The company had 77.4 million diluted shares outstanding at the
end of its first fiscal quarter ended on March 31, 2006. Consistent with prior
share repurchase activity conducted by the company, this transaction is expected
to be accretive to current shareholders. The remaining balance of the proceeds
from the sale of the Notes will be used to repay amounts currently outstanding
under the company's $100 million unsecured credit facility or for other general
corporate purposes. Subject to satisfaction of certain financial covenants, the
company will continue to have the ability to borrow up to $100 million under
this facility for general corporate purposes, acquisitions, or future share
repurchases.
The Notes will bear interest at an annual rate of 3.125% and interest will be
payable semiannually beginning December 1, 2006. Commencing with the six-month
period beginning June 6, 2011, the company may be required to pay contingent
interest in certain circumstances.
The Notes mature on June 1, 2026. On or after June 6, 2011, the company may
redeem the Notes at a redemption price equal to 100% of the principal amount of
the Notes, plus accrued and unpaid interest. On June 1, 2011, June 1, 2016, and
June 1, 2021, and in the event of certain fundamental changes, holders of the
Notes may require the company to repurchase all or a portion of the Notes at a
price equal to 100% of the principal amount of the Notes plus accrued and unpaid
interest.
Page 1 of 2
The Notes contain a net share settlement feature so that upon conversion, the
company will deliver cash equal to the lesser of the aggregate principal amount
of the Notes to be converted and the total conversion obligation, plus cash or
shares of the company's common stock at the company's election, for the
remainder, if any, of the conversion obligation. The Notes may be converted
under certain circumstances into cash, and at the company's election, into
shares of its common stock, at an initial conversion rate of 94.1035 shares of
the company's common stock per $1,000 principal amount of the Notes, which is
the equivalent of a conversion price of $10.63 per share. The conversion price
represents a 33.5% premium to the $7.96 per share closing price of the company's
common stock on May 23, 2006. The Notes will rank junior in right of payment to
all of the company's existing and future senior indebtedness.
This press release does not constitute an offer to sell or the solicitation of
any offer to buy any securities. The offering will be made only to qualified
institutional buyers in accordance with rule 144A under the Securities Act of
1933, as amended. The securities to be offered have not been registered under
the Securities Act, or any state securities laws, and unless so registered, may
not be offered or sold in the United States, except pursuant to an exemption
from, or in a transaction not subject to the registration requirements of the
Securities Act and applicable state securities laws.
CBIZ, Inc. provides professional business services that help clients better
manage their finances, employees and technology. As the largest benefits
specialist, one of the largest accounting, valuation and medical practice
management companies in the United States, CBIZ provides its clients with
integrated financial services which include accounting and tax, internal audit,
Sarbanes-Oxley 404 compliance, and valuation. Employee services include employee
benefits, property and casualty insurance, payroll, HR consulting and wealth
management. CBIZ also provides information technology, hardware and software
solutions, government relations; healthcare consulting and medical practice
management. These services are provided throughout a network of more than 140
Company offices in 34 states and the District of Columbia.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Risk factors that could cause
actual results to differ include the risk of a decline in the current trend to
outsource business services that may have a material adverse effect on the
company's results of operations and the company's sensitivity to revenue
fluctuations that could result in fluctuations in the market price for shares of
the company's common stock. Additional risk factors are discussed in our Report
on Form 10-K for the year ended December 31, 2005, and the reader is directed to
these statements for a further discussion of important factors that could cause
actual results to differ materially from those in the forward-looking
statements.
For further information regarding CBIZ, call our Investor Relations Office
at (216) 447-9000 or visit our web site at www.cbiz.com.
Page 2 of 2