Grant Thornton Advisors has agreed to acquire CBIZ Inc. in an all-cash transaction carrying an enterprise value of approximately $5 billion, a deal expected to create the fifth-largest professional services, tax and advisory provider in the United States.
CBIZ shareholders will receive $55 in cash for each share they own if the acquisition is completed. The offer represents an approximately 54% premium to CBIZ’s 30-day volume-weighted average share price before the announcement.
The agreement matters to CBIZ investors, more than 9,500 employees and its business clients because it would take the NYSE-listed company private and separate its Benefits and Insurance Services division into an independent business.
What CBIZ shareholders will receive
The consideration is entirely in cash, meaning shareholders will not retain ownership in Grant Thornton or the combined company. CBIZ shares can continue trading under the CBZ ticker while the acquisition remains pending.
If the deal closes, CBIZ will become wholly owned by Grant Thornton Advisors. CBZ stock will cease trading and be delisted from the New York Stock Exchange.
The announced $5 billion is the transaction’s enterprise value, which is broader than the value of outstanding shares because it generally accounts for debt and other financial adjustments. This explains why some reports may cite a lower figure for the equity purchase.
Closing date and approvals
The companies expect the acquisition to close in the fourth quarter of 2026. The merger agreement was signed on July 28 and announced on July 29, but the transaction is not yet complete.
Closing requires approval from holders of a majority of CBIZ’s outstanding shares, expiration or termination of the Hart-Scott-Rodino antitrust waiting period and satisfaction of other customary conditions. The agreement also requires the absence of a defined material adverse effect affecting CBIZ.
CBIZ’s board unanimously approved the transaction and plans to recommend that shareholders support it. Further voting, risk and executive-interest details will be provided in a proxy statement filed with the US Securities and Exchange Commission.
CBIZ can seek another offer until August 27
CBIZ and its advisers can actively solicit and negotiate alternative acquisition proposals during a go-shop period ending at 11:59 p.m. Eastern Time on August 27, 2026.
After the deadline, customary no-shop restrictions will apply, although the board may consider certain superior proposals. There is no guarantee that the process will produce a higher offer.
CBIZ could owe a $107.5 million termination fee under specified circumstances, reduced to $49.6 million in certain go-shop or excluded-party cases. The buyer could owe CBIZ $198.4 million if it fails to close under conditions covered by the agreement.
Similar questions about shareholder payments and employment effects featured in the Mitie and OCS takeover agreement. The premium can also be compared with the EQT offer for Intertek, although each acquisition has different terms and risks.
How the acquisition will be financed
Viking ParentCo, a Grant Thornton Advisors affiliate backed by New Mountain Capital, will acquire CBIZ. Parent and its affiliates have secured approximately $5.2 billion in committed equity and debt financing to cover the purchase and related expenses.
New Mountain Capital, which led an investment in Grant Thornton Advisors in May 2024, will provide additional equity to support the transaction.
Size of the combined organization
After closing, Grant Thornton in the US is expected to generate more than $5 billion in annual domestic revenue. The wider multinational platform would operate across more than 20 countries and territories, employ over 34,500 professionals and generate nearly $7.5 billion in revenue.
The companies describe it as the largest transaction of its kind in more than 25 years. CBIZ adds more than 9,500 employees across 23 major US markets and expertise in accounting, tax, advisory, benefits, insurance and technology.
Grant Thornton expects the combination to expand its multinational reach, industry specialization and AI-enabled services. It also builds on the firm’s previously announced $1 billion investment in artificial intelligence and advanced technologies.
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What happens to CBIZ Benefits and Insurance Services?
Following completion, Grant Thornton plans to separate CBIZ’s Benefits and Insurance Services segment into a standalone company backed by New Mountain Capital.
The independent operation is expected to focus on insurance, employee benefits, retirement and payroll services. Its final name, valuation, leadership and separation date have not been announced.
What the deal means for employees
No broad layoff plan was announced. However, employees will be watching for decisions involving overlapping roles, offices, leadership and the insurance-division separation.
CBIZ adopted a change-in-control severance plan providing qualifying employees with 0.5 to three times annual compensation, a prorated target bonus and health-coverage payments lasting six to 36 months.
CBIZ also approved transaction and retention awards, including $1.302 million, $812,000 and $486,000 for three named executive officers. Retention awards generally pay 25% at closing and 75% six months later, subject mainly to continued employment.
CBIZ will publish its second-quarter 2026 results but cancelled the related conference call and webcast following the announcement. Investors should now watch the SEC proxy filing, August 27 go-shop deadline, shareholder vote and regulatory review. Further official details are available in the Grant Thornton transaction announcement.
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