KORN FERRY 8-K

What Happened
Korn Ferry (KFY) announced on June 27, 2026 that it signed a Sale and Purchase Agreement to acquire all issued and outstanding shares of Auxey Holdco Limited (AMS) for an aggregate purchase price of approximately £850 million (≈ $1.1 billion). The purchase price payable at closing is split into about £659 million (≈ $881 million) in cash and about £191 million (≈ $255 million) in Korn Ferry common stock (Consideration Shares). The agreement uses a "locked box" that fixes AMS enterprise value as of December 31, 2025 and includes customary protections against leakage between that date and closing. Korn Ferry expects the closing to occur in the fiscal quarter ending October 30, 2026 and said closing is subject to required regulatory approvals (including HSR and approvals in the U.K. and Germany).

Key Details

• Agreement signed June 27, 2026; aggregate purchase price ≈ £850M (cash ≈ £659M; stock ≈ £191M).
• Consideration Shares count based on a Completion Stock Price equal to the 20‑day VWAP of KFY common stock measured near closing, with a collar set at 85%–115% of $71.3815 (the 20‑day VWAP prior to signing).
• Transaction uses a locked‑box mechanism with Locked Box Date of December 31, 2025; customary covenants limit leakage until closing.
• Korn Ferry secured buyer-side representations & warranties insurance (R&W Insurance) with a policy limit of £85M (≈ $110M) and coverage terms of three years (seven years for certain fundamental/tax reps).
• Closing is conditioned on regulatory approvals; the Purchase Agreement can be terminated if required approvals are not obtained within 180 days. Korn Ferry will file a Form S-3 within five business days after closing to register resale of the Consideration Shares.

Why It Matters
This is a material acquisition for Korn Ferry by size (~£850M / ~$1.1B) and payment structure: a large cash payment and issuance of stock. The deal’s completion depends on antitrust and other regulatory approvals, so timing and certainty hinge on those reviews. The locked‑box and R&W insurance limit certain post‑closing price adjustments and provide a defined level of protection against seller warranty breaches. Investors should note the planned Form S-3 filing for the resale of stock consideration and the potential near‑term cash and equity impacts disclosed in the filing.