Item 8.01 Other Events
On December 30, 2021, Ceridian HCM Holding Inc., a Delaware corporation (the
"Company"), irrevocably elected to settle its conversion obligations in
connection with any 0.25% Convertible Senior Notes due 2026 (the "Notes")
submitted for conversion on or after January 1, 2022 or at maturity with a
combination of cash and shares of the Company's common stock. In accordance with
the foregoing, the Company has notified the holders of the Notes and Wells Fargo
Bank, National Association, the Trustee and Conversion Agent for the Notes, that
the Settlement Method (as defined in the Indenture, dated as of March 5, 2021
(the "Indenture")) for all Notes submitted for conversion with a Conversion Date
(as defined in the Indenture) on or after January 1, 2022 shall be Combination
Settlement (as defined in the Indenture). Generally, under this settlement
method, the conversion value will be settled in cash in an amount no less than
the principal amount being converted, and any excess of the conversion value
over the principal amount will be settled, at the Company's election, in cash or
shares of the Company's common stock.
Please refer to the Indenture for a more complete description of the conversion
procedures relating to the Notes, the consideration due upon a conversion of the
Notes and when such consideration must be delivered by the Company. A copy of
the Indenture was filed as Exhibit 4.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 5, 2021.
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