CBIZ, Inc. to Be Acquired for $5.00B

Under the merger agreement, each share of CBIZ common stock will be converted into the right to receive $55.00 in cash, representing a premium of approximately 54% to CBIZ's 30-day volume-weighted average share price as of July 28, 2026, the last trading day before announcement. Goldman Sachs' fairness opinion to the CBIZ board calculated additional premium reference points as of July 24, 2026: 63.8% over the $33.58 closing price on June 8, 2026 (the date of Parent's initial $55.00 bid), 29.0% over the July 24, 2026 closing price of $42.63, 56.1% over the 30-trading-day VWAP, 76.1% over the 90-trading-day VWAP, and a 29.3% discount to the 52-week high of $77.81 set on July 25, 2025. Goldman Sachs' discounted cash flow analysis, using discount rates of 9.5% to 10.5% and terminal exit multiples of 8.0x to 10.0x EV/LTM EBITDA, implied a per-share value range of $44.27 to $59.37. Goldman Sachs also reviewed selected M&A transactions in the accounting/specialty consulting industry since January 2021 (including CBIZ's own 2024 acquisition of Marcum LLP at 12.0x LTM EBITDA) as a reference, though the proxy does not state a single headline EV/EBITDA multiple for the CBIZ transaction itself.

Parent estimates total funds needed to complete the merger and pay the merger consideration, including fees and expenses, at approximately $5,235,000,000. Financing is expected to come from a combination of committed debt and equity. Under the Opco Commitment Letter, lenders committed to a $750 million U.S. dollar incremental term facility, a Euro-denominated incremental term facility equivalent to $500 million, a $200 million incremental revolving facility (together, senior secured first-lien facilities under Grant Thornton's existing credit agreement), and a $1.75 billion senior secured notes bridge facility (reduced dollar-for-dollar by any notes issued before closing). Under the Equity Commitment Letter, equity investors committed to fund an Investor Commitment into an entity called Turbo Parent, including up to $200 million for convertible preferred equity securities with warrants and up to $635 million of additional equity funding, which Turbo Parent will then contribute to Parent. Grant Thornton Advisors LLC itself has provided a limited guarantee backstopping payment of the Parent Termination Fee. The merger is not subject to a financing condition.

According to the joint press release, the combination is expected to create the fifth-largest professional services, tax and advisory provider in the U.S., with Grant Thornton's U.S. business generating more than $5 billion in annual domestic revenue after closing, and the combined multinational platform spanning more than 20 countries, generating nearly $7.5 billion in revenue and employing more than 34,500 professionals. The companies describe it as "the largest transaction of its kind in more than 25 years." Grant Thornton Advisors CEO Jim Peko said: "By combining our multinational platform with CBIZ's strong market presence, we're broadening our ability to support businesses through every stage of growth...Together, we'll bring the quality, scope and capabilities clients need to navigate an increasingly complex and rapidly evolving business environment." CBIZ President and CEO Jerry Grisko said: "This is a historic combination with a complementary cultural and strategic fit...Joining Grant Thornton Advisors accelerates the realization of that vision, creating a stronger firm with new and exciting opportunities for our team members and enhanced service offerings for clients, while delivering significant value to CBIZ shareholders." New Mountain Capital managing director Andre Moura added that the deal would make Grant Thornton "the fifth largest professional services, tax and advisory provider in the nation and one of the most forward-thinking firms in the world regarding AI." The release also states the deal builds on Grant Thornton Advisors' previously announced $1 billion investment in AI and advanced technologies. Following closing, Grant Thornton Advisors plans to separate CBIZ's Benefits and Insurance Services segment into a new stand-alone company backed by New Mountain Capital; Evercore is advising New Mountain Capital and Grant Thornton specifically on this Benefits & Insurance segment matter. No dollar synergy targets, cost-saving estimates, or EPS accretion/dilution figures are disclosed in the filings reviewed, consistent with an all-cash acquisition by a private, sponsor-backed acquirer rather than a public strategic buyer.

The proxy statement's "Background of the Merger" section describes a competitive price-discovery process rather than a negotiated single bid. Grant Thornton first contacted CBIZ CEO Jerry Grisko on March 20, 2026. On April 13, 2026, Grant Thornton and New Mountain submitted a non-binding indication of interest of $47.00-$50.00 per share, which the CBIZ board rejected in May as insufficient. Grant Thornton raised its offer to $51.00-$52.50 per share on May 19, 2026 (also rejected), then to $54.30 per share on May 29, 2026, which it called its "best offer." The board rejected that too and countered that it would engage further only above $55.00 per share; Grant Thornton returned on June 8, 2026 with $55.00 per share, calling it its "best and final" indication, which the board accepted as the basis for exclusive due diligence beginning June 17, 2026. The merger agreement was negotiated and signed July 28, 2026, with Goldman Sachs delivering a fairness opinion that the $55.00 cash consideration was fair to CBIZ stockholders from a financial point of view (for which CBIZ agreed to pay Goldman Sachs a transaction fee of approximately $53 million, about $52.8 million of which is contingent on closing). Following signing, the agreement included a 30-day go-shop period: Goldman Sachs contacted 24 parties (18 financial sponsors and 6 strategic parties), 6 of which signed confidentiality agreements (with no standstill restrictions) and gained data-room access, and 2 of which met with CBIZ management; the go-shop period expired August 27, 2026 without a superior proposal emerging.

Legal advisors were also identified in the filings: Weil, Gotshal & Manges LLP represented CBIZ as legal counsel, and Simpson Thacher & Bartlett LLP, Mayer Brown LLP and Hunton Andrews Kurth LLP represented Grant Thornton Advisors as legal counsel. Teneo served as CBIZ's strategic communications advisor and Goldin Solutions served in that role for Grant Thornton Advisors.

The merger agreement provides for a Company Termination Fee of $107,500,000 payable by CBIZ under specified circumstances (including termination for a superior proposal), and a Parent Termination Fee of $198,400,000 payable by Parent under specified circumstances. The transaction is subject to CBIZ stockholder approval and regulatory clearance. CBIZ and Parent filed their Hart-Scott-Rodino notification and report forms on August 11, 2026, and the HSR waiting period expired September 10, 2026. CBIZ's special stockholder meeting to vote on the merger agreement is scheduled for October 27, 2026, held virtually, requiring approval by holders of a majority of outstanding shares. The transaction is expected to close in the fourth quarter of 2026, subject to stockholder approval and satisfaction of other customary closing conditions; it has not yet closed as of the date of this summary.