Dayforce, Inc. — Capital/Financing Update 2021

Mar 1, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2021 (February 26, 2021)

Ceridian HCM Holding Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-38467

(Commission File Number)

46-3231686

(IRS Employer Identification No.)

3311 East Old Shakopee Road, Minneapolis, MN

(Address of Principal Executive Offices)

55425

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (952) 853-8100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

• ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading Title of each class Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value CDAY New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, Ceridian HCM Holding Inc. (the “Company”) is party to a senior secured credit agreement, dated April 30, 2018 (as amended, the “Credit Agreement”), which includes, among other things, a $300.0 million revolving credit facility (the “2018 Revolving Credit Facility”).

On February 26, 2021, the Company borrowed $295.0 million under the 2018 Revolving Credit Facility to partially fund the purchase price of the acquisition of Ascender HCM Pty Limited (“Ascender”), which closed on March 1, 2021.

All borrowings under the Credit Agreement are secured by substantially all assets of the Company. The 2018 Revolving Credit Facility has a maturity date of April 30, 2023. Currently, advances under the revolving credit facility bear interest at LIBOR + 2.25% in the case of a Eurodollar Borrowing or ABR + 1.25% in the case of an Alternate Base Rate borrowing. Interest payments are due (a) with respect to any ABR Loan on the last day of each March, June, September and December and (b) with respect to any Eurocurrency Rate Loan, the last day of the Interest Period applicable to such Loan and, in the case of a Eurocurrency Rate Borrowing with an Interest Period of more than 3 months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of 3 months’ duration been applicable to such Borrowing. Any outstanding principal amount under the 2018 Revolving Credit Facility is due on April 30, 2023.

The foregoing description of the Credit Agreement and the 2018 Revolving Credit Facility does not purport to be complete and is qualified in its entirety by the full text of such agreements, which are found as Exhibits 10.1 and 10.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2020 with the Securities and Exchange Commission on February 26, 2021.

Item 8.01 Other Events.

A copy of the press release issued by the Company in connection with the closing of the acquisition of Ascender is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description 99.1 Press Release dated March 1, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CERIDIAN HCM HOLDING INC.

By: /s/ Noémie Heuland Name: Noémie Heuland Title: Executive Vice President, Chief Financial Officer

Date: March 1, 2021

EXHIBIT 99.1

Ceridian Completes Acquisi�on of Ascender

Together with Ascender, Ceridian now serves a combined 1,500 customers and 2.5 million employees across 30 countries in the region

Sydney, Australia, March 1, 2021 – Ceridian (NYSE: CDAY; TSX: CDAY), a global leader in human capital management (HCM) technology, today announced it has completed the acquisi�on of Ascender HCM Pty Limited, a leading HR and payroll solu�ons provider in the Asia Pacific Japan (APJ) region. The acquisi�on was previously announced on February 1, 2021 and closed effec�ve today.

“Ceridian provides the most comprehensive human capital management and payroll solu�on in the APJ region, and this is an exci�ng milestone as we con�nue to scale and accelerate our global growth strategy,” said David Ossip, Chairman and CEO, Ceridian. “Together with Ascender, we’ll provide unmatched value to customers through our product innova�on and local exper�se, coupled with the con�nued expansion of the Dayforce pla�orm.”

A leading HCM provider in the region, Ascender provides more than 1,200 global brands with leading HR and payroll capabili�es. With this acquisi�on, Ceridian will have the opportunity to deliver addi�onal value to Ascender’s customers through the Dayforce pla�orm’s full-suite HCM capabili�es, including workforce management, payroll, talent management, and �me and a�endance.

family,” said Stephen Moore, Head of Asia Pacific Japan, Ceridian. “By combining Ceridian’s award-winning Dayforce pla�orm with Ascender’s reach, exper�se, and leadership, we are laying the founda�on to support our customers’ current and future human capital needs in the APJ region and beyond.”

Ascender has deep industry exper�se across all ver�cals, including higher educa�on and government, coupled with a strong partner ecosystem. Ceridian now serves a combined 1,500 customers and 2.5 million employees across 30 countries in the APJ region. About Ceridian

Ceridian. Makes Work Life Be�er™.

Ceridian HCM Holding Inc. (“Ceridian” or the “Company”) is a global human capital management so�ware company. Dayforce, our flagship cloud HCM pla�orm, provides human resources, payroll, benefits, workforce management, and talent management func�onality. Our pla�orm is used to op�mize management of the en�re employee lifecycle, including a�rac�ng, engaging, paying, deploying, and developing people. Ceridian has solu�ons for organiza�ons of all sizes. Visit Ceridian.com or follow us @Ceridian.

Forward-Looking Statement and Risk Factors

This press release contains forward-looking statements that involve a number of risks and uncertain�es. Statements that are not historical facts, including statements regarding the acquisi�on discussed in the press release and our expecta�ons, hopes, inten�ons or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assump�ons made by, and informa�on currently available to, management. Because such statements are based on expecta�ons as to the future and are not statements of fact, actual results may differ materially from those projected. We undertake no obliga�on to update any forward-looking statements, whether as a result of new informa�on, future events or otherwise.

This press release should be read in conjunc�on with the risks detailed in the “Cau�onary Note Regarding Forward-Looking Informa�on,” “Forward-Looking Statement”, “Risk Factors” and other sec�ons of Ceridian’s Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and other filings with the Securi�es and Exchange Commission.

Investor Rela�ons contact:

Jeremy Johnson 1-844-829-9499 investors@ceridian.com

Media contact: Teri Murphy

1-647-417-2117 teri.murphy@ceridian.com