Ceridian HCM Holding Inc. completes IPO and debt refinancing

Ceridian HCM Holding Inc. (Ceridian), a global human capital management software company, completed its initial public offering of 24,150,000 shares of common stock, which included 3,150,000 shares of common stock issued pursuant to the exercise by the underwriters of their over-allotment option. The offering was priced at US$22.00 per share, resulting in gross proceeds of US$631,300,000 when combined with the concurrent US$100.0 million private placement and before deducting underwriting discounts and commissions and other offering expenses payable by Ceridian. Ceridian’s shares of common stock began trading on the New York Stock Exchange and the Toronto Stock Exchange under the ticker symbol “CDAY” on April 26, 2018. 

Ceridian used the net proceeds from the offering and concurrent private placement to redeem the US$475.0 million principal amount of its outstanding 11 per cent Senior Notes due 2021 as well as to pay a portion of the interest on the Senior Notes that will have accrued at the time of the redemption. Concurrently with the closing of the offering, Ceridian redeemed the Senior Notes and refinanced its remaining indebtedness with new senior credit facilities consisting of a US$680 million term loan debt facility and a US$300 million revolving credit facility. 

Goldman Sachs & Co. LLC, J.P. Morgan, Credit Suisse and Deutsche Bank Securities acted as joint lead book-running managers, and Goldman Sachs & Co. LLC and J.P. Morgan acted as representatives of the underwriters for the offering. Barclays, Citigroup, Jefferies LLC, CIBC Capital Markets and Wells Fargo Securities also acted as book-running managers for the offering. Baird, Canaccord Genuity, Piper Jaffray, William Blair and MUFG acted as co-managers for the offering. 

Ceridian is the largest technology company (by initial market capitalization) to ever IPO in Canada, with an implied valuation of US$3 billion. The IPO is also among the 25 largest corporate IPOs in TSX history. 

Ceridian was represented in-house by a legal team that included Scott Kitching (Executive Vice President and General Counsel) and William McDonald (Senior Vice President, Deputy General Counsel and Corporate Secretary). 

Goodmans LLP represented Ceridian in Canada with a team that included Jonathan Feldman, Allan Goodman, Brad Ross, Jamie van Diepen, Sarah Macchione, Matthew Prager and Laura Magisano (corporate/securities), Carrie Smit and Michael Royal (tax) and Susan Garvie (employment); and Weil, Gotshal & Manges LLP represented Ceridian in the United States with a team that included Matt Goulding, Liam Hickey, Emily Willey and Kathleen Conley (corporate) and Alex Lynch, Barbra Broudy, Ashley Butler, Alla Khabinskaya, Jonathan Goltser and Jackson Mejia (securities). 

Osler, Hoskin & Harcourt LLP represented the underwriters in Canada with a team that included Desmond Lee and Rosalind Hunter (corporate/securities) and Tim Hughes (tax); and Latham & Watkins LLP represented the underwriters in the US with a team that included Mark Jaffe, Ian Schuman, Yi Han Goh, Aryana Gharagozloo and Caroline McMahon (corporate/securities).

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