Item 1.01. Entry into a Material Definitive Agreement.

Convertible Notes and the Indenture

On March 2, 2021, Ceridian HCM Holding Inc. (the "Company") priced its private offering of $500.0 million in aggregate principal amount of 0.25% Convertible Senior Notes due March 15, 2026 (the "Notes"). The Notes were issued pursuant to an indenture, dated March 5, 2021 (the "Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. Pursuant to the Purchase Agreement (as defined below), the Company also granted the Initial Purchasers (as defined below) of the Notes a 13-day option to purchase up to an additional $75.0 million aggregate principal amount of the Notes (the "Additional Notes").

The Notes bear interest at a coupon rate of 0.25% per annum and the Company will pay interest semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The Notes will mature on March 15, 2026, unless earlier converted, redeemed, or repurchased. The Company may not redeem the Notes prior to March 20, 2024. The Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation (as defined in the Indenture)), at its option, on or after March 20, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company's common stock, par value $0.01 (the "Common Stock") exceeds 130% of the conversion price on (1) at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date on which the Company provides notice of redemption and (2) the trading day immediately before the date the Company sends such notice, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically. Holders of the Notes will have the right to require the Company to repurchase for cash all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the Indenture) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest.

The Notes will be convertible at the option of the holders only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of Common Stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of Common Stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on Common Stock, as described in the Indenture; (4) if the Company calls such Notes for redemption; and (5) at any time from, and including, September 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company's election, in the manner and subject to the terms and conditions provided in the Indenture.

The conversion rate for the Notes will initially be 7.5641 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $132.20 per share of Common Stock on the New York Stock Exchange ("NYSE"). The initial conversion price of the Notes represents a premium of approximately 47.5% over the last reported sale price of Common Stock on March 2, 2021, which was $89.63 per share as reported on the NYSE. The sale price of Common Stock on March 2, 2021 was C$113.21 per share as reported on the Toronto Stock Exchange. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. In addition, if certain corporate events that constitute a "Make-Whole Fundamental Change" (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require the Company to repurchase all of the Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The Notes are the Company's senior unsecured obligations and will be equal in right of payment with the Company's existing and future senior, unsecured indebtedness; senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; effectively . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under


           an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Items 1.01 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws, and for resale by the Initial Purchasers to (a) persons in the United States reasonably believed to be "qualified institutional buyers," as defined in and pursuant to the exemption from registration requirements provided by Rule 144A under the Securities Act, and (b) persons resident or located in Canada in accordance with applicable Canadian securities laws, which vary depending on the province and which may require resales to be made in accordance with prospectus and registration requirements or pursuant to available statutory exemptions or a discretionary exemption from the prospectus and registration requirements granted by the applicable Canadian securities regulatory authorities. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement pursuant to which the Company sold the Notes to the Initial Purchasers. The shares of Common Stock issuable upon conversion of the Notes, if any, have not been (x) registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements or (y) qualified for distribution by way of a prospectus in any province or territory of Canada and unless so qualified, may not be offered or sold to persons located or resident in Canada except pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws.





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To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock.




Item 8.01. Other Events


Purchase Agreement

On March 2, 2021, the Company entered into a purchase agreement (the "Purchase Agreement") with Goldman Sachs & Co LLC and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named therein (collectively, the "Initial Purchasers"), to issue and sell the Notes. In addition, pursuant to the terms of the Purchase Agreement, the Company granted the Initial Purchasers a 13-day option to purchase Additional Notes on the same terms and conditions. The offering closed on March 5, 2021.

The Purchase Agreement contains customary representations, warranties, and covenants by the Company and other terms and conditions customary in agreements of this type. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description of Exhibit

 4.1          Indenture, dated as of March 5, 2021, between Ceridian HCM Holding
            Inc. and Wells Fargo Bank, National Association.

 4.2          Form of 0.25% Convertible Senior Notes due 2026 (included in Exhibit
            4.1).

10.1          Form of Capped Call Transaction Confirmation.

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the inline XBRL document).




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