Paycor Announces Pricing of Offering of Common Stock by Selling Stockholders
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Insights
The announcement of Paycor HCM, Inc.'s underwritten public offering of 8,000,000 shares is a significant liquidity event that warrants attention from a financial perspective. The pricing of shares at $20.15, while a snapshot of current valuation, can provide insights into market sentiment regarding the company's worth. It's important to note that the shares are being sold by investment funds advised by Apax Partners LLP and not directly by Paycor, indicating a monetization event for the investors rather than a capital raise for the company. This could potentially signal that these investors are seeking to realize gains or diversify their portfolios.
Furthermore, the distribution of 11,038,476 shares to limited partners prior to the closing, with varying lock-up periods, introduces a nuanced dynamic to the stock's tradable float. The release of locked-up shares can lead to increased market liquidity, which might affect the stock price depending on the demand and supply dynamics post lock-up expiration. Stakeholders should monitor the stock's performance closely around the lock-up expiration dates.
Lastly, while Paycor will not benefit financially from this transaction, as it is not receiving proceeds, the company will bear the costs associated with the sale, except for underwriting discounts and commissions. This expense could impact Paycor's short-term financials, albeit likely in a minimal way compared to the overall transaction size.
The decision by Apax Partners LLP to offload a portion of its stake in Paycor could be indicative of broader market trends within the human capital management (HCM) software sector. Investors and competitors should take note of this move, as it may reflect on the perceived maturity and growth prospects of Paycor in a highly competitive market. The HCM software industry is undergoing rapid evolution with the integration of AI and machine learning and Paycor's positioning in the market following this sale could signal its strategic direction and operational focus.
Additionally, the involvement of a prominent financial institution such as Goldman Sachs & Co. LLC as the underwriter adds a layer of credibility to the offering. Their role may also influence investor confidence and the stock's marketability. The distribution of shares and the associated lock-up agreements could be a strategic move to manage the market impact of such a large offering, which could otherwise lead to volatility in the stock's price.
From a legal standpoint, the utilization of a shelf registration statement on Form S-3 is a strategic move that allows Paycor to expedite the offering process. This form is typically available to companies that meet certain regulatory criteria, allowing them to register securities without having to offer them immediately. Investors should understand that this mechanism provides Paycor with the flexibility to access the capital markets quickly, should it decide to raise capital in the future.
The SEC's involvement and requirement for a prospectus ensures transparency and provides investors with critical information. It's important for potential investors to review these documents thoroughly to understand the risks and implications of the offering. The legal framework governing this transaction is designed to protect investors and maintain market integrity, which is essential for the functioning of the financial markets.
CINCINNATI, March 07, 2024 (GLOBE NEWSWIRE) -- Paycor HCM, Inc. (Nasdaq: PYCR) (“Paycor”), a leading provider of human capital management (HCM) software, today announced the pricing of an underwritten public offering of 8,000,000 shares of common stock on behalf of investment funds advised by Apax Partners LLP at a price to the public of
Goldman Sachs & Co. LLC is acting as underwriter for the offering.
Pride Aggregator, LP will distribute 11,038,476 shares of Paycor’s common stock to its limited partners prior to the closing of the offering, including the selling stockholders. Of the 11,038,476 shares that will be distributed, (i) 8,000,000 shares will be offered for sale in the offering, (ii) 2,517,635 shares that are not being offered for sale in the offering will be subject to a 30-day lock-up and (iii) 520,841 shares that are not being offered for sale in the offering will be distributed among approximately 80 limited partners who will not be subject to lock-ups.
The offering of common stock is being made pursuant to the Company’s shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) and declared effective. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. The offering may 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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Paycor’s current intentions, expectations or beliefs regarding the common stock offering. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “projection,” “seek,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning. Forward-looking statements include all statements that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Paycor does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise.
About Paycor
Paycor’s human capital management (HCM) platform modernizes every aspect of people management, from recruiting, onboarding, and payroll to career development and retention, but what really sets us apart is our focus on leaders. For more than 30 years, we’ve been listening to and partnering with leaders, so we know what they need: a unified HR platform, easy integration with third party apps, powerful analytics, talent development tools, and configurable technology that supports specific industry needs. That’s why more than 30,000 customers trust Paycor to help them solve problems and achieve their goals.
Investor Relations:
Rachel White
513-954-7388
IR@paycor.com
FAQ
What is the ticker symbol for Paycor HCM, Inc.?
How many shares of common stock are being offered in the public offering?
At what price per share is the common stock being offered?
Who is acting as the underwriter for the offering?
Will Paycor receive any proceeds from the sale of shares in the offering?
