BROADRIDGE FINANCIAL SOLUTIONS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Offering of the Notes was made pursuant to a registration statement on
Form S-3, File No. 333-233075 (the "Registration Statement") of the Company and
the prospectus supplement dated
On
The Company may redeem at its election, at any time or from time to time, some
or all of the Notes before they mature at a redemption price equal to (i) 100%
of the principal amount of Notes redeemed plus accrued and unpaid interest, if
any, to, but not including, the applicable redemption date (subject to the
rights of holders of record of such Notes on the relevant record date to receive
interest due on the relevant interest payment date), plus (ii) a "make-whole"
premium (as detailed in the forms of Notes filed herewith). Notwithstanding the
foregoing, if the Notes are redeemed on or after
Upon a change of control repurchase event, as defined in the Indenture, the Company will be required to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes on the date of purchase, plus accrued interest, if any, to, but not including, the date of purchase.
The Notes are the Company's general unsecured senior obligations and rank equally with the Company's other unsecured senior indebtedness. The Notes effectively rank junior in right of payment to the Company's existing and future secured indebtedness to the extent of the collateral securing such indebtedness and to all liabilities of the Company's subsidiaries. The Notes are not guaranteed by the Company's subsidiaries, through which the Company currently conducts substantially all of its operations.
The Indenture contains restrictive covenants relating to limitations on: (i) liens; (ii) certain asset sales and mergers and consolidations; and (iii) sale and leaseback transactions, subject, in each case, to certain exceptions.
The Indenture contains customary terms that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the principal of the Notes and any accrued and unpaid interest through the date of such declaration immediately due and payable. In the case of certain events of bankruptcy or insolvency relating to the Company, the principal amount of the Notes, together with any accrued and unpaid interest through the occurrence of such event, shall be immediately due and payable.
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The above descriptions of the Underwriting Agreement, Base Indenture, the Fourth Supplemental Indenture and the Notes are qualified in their entirety by reference to the terms of those agreements filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein, and in respect of the Supplemental Indentures filed as exhibits to the Registration Statement.
In connection with the Notes offering,
Creation of a Direct Financial Obligation or an Obligation under an
Item 2.03. Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed herewith:
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Exhibit No. Description
Underwriting Agreement, dated as of December 4, 2019 , among
Broadridge Financial Solutions, Inc. and J.P. Morgan Securities LLC ,
BofA Securities, Inc. , Morgan Stanley & Co. LLC and Wells Fargo
Securities, LLC , as representatives of the underwriters listed
1.1 therein
Indenture dated as of May 29, 2007 by and between Broadridge
Financial Solutions, Inc. and U.S. Bank National Association , as
Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed
4.1 on May 30, 2007 )
Fourth Supplemental Indenture dated as of December 9, 2019 , by and
between Broadridge Financial Solutions, Inc. and U.S. Bank National
4.2 Association, as Trustee
Form of Broadridge Financial Solutions, Inc. 2.900% Senior Note due
4.3 2029 (included in Exhibit 4.2)
5.1 Opinion of Cahill, Gordon & Reindel LLP
23.1 Consent of Cahill Gordon & Reindel LLP (contained in Exhibit 5.1)
99.1 Press Release, dated December 9, 2019
Cover Page Interactive Data File - the cover page XBRL tags are
104 embedded within the Inline XBRL document
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