UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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):
i May 17, 2021
i BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
|
i 33-1151291
|
(Commission file number)
|
(I.R.S. Employer Identification No.)
|
i 5 Dakota Drive
i Lake Success, i New York i 11042
(Address of principal executive offices)
Registrant’s telephone number, including area code: ( i 516) i 472-5400
N/A
(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:
i ☐ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ 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:
Title of Each Class:
|
|
Name of Each Exchange on Which Registered:
|
|
Trading Symbol
|
i Common Stock, par value $0.01 per share
|
|
i New York Stock Exchange
|
|
i BR
|
Securities registered pursuant to Section 12(g) of the Act: None
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 i ☐
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 1.01.
|
Entry into a Material Definitive Agreement.
|
As previously announced, on
May 6, 2021, Broadridge Financial Solutions, Inc. (the “
Company”) entered into an
underwriting agreement
(the “
Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (the “
Underwriters”), with
respect to the offering and sale in an underwritten public offering (the “
Offering”) by
the Company of $1,000,000,000 aggregate principal amount of its 2.600% Senior Notes due 2031 (the “
Notes”). The
Underwriting Agreement was filed as
Exhibit 1.1 to
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 7, 2021 and is
incorporated herein by reference.
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 a prospectus supplement dated
May 6, 2021 (the “
Prospectus Supplement”) and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on
May 7, 2021. The Offering
closed on
May 17, 2021.
On
May 17, 2021,
the Company entered into a fifth supplemental
indenture (the “
Fifth Supplemental Indenture”), dated as of
May 17,
2021, to its
indenture dated as of
May 29, 2007, among
the Company and U.S. Bank National Association, as trustee (the “
Trustee”) (the “
Base Indenture”, and, as supplemented by the Fifth Supplemental
Indenture, the “
Indenture”),
and issued thereunder $1,000,000,000 aggregate principal amount of the Notes. The Notes bear interest at the rate of 2.600% per annum and will mature on
May 1, 2031. Interest on the Notes is payable in cash on May 1 and November 1 of each year,
beginning on
November 1, 2021.
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
February 1, 2031, the redemption
price will not include the applicable
“make-whole” premium.
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 and unpaid interest, if any, to, but not including, the date of purchase.
The
Indenture also contains provisions that would have required a special mandatory redemption of the Notes under certain circumstances, as
set forth in the
Indenture, relating to the potential failure of
the Company to consummate its previously-announced acquisition of Itiviti Holding AB, a company incorporated under the laws of Sweden (the “
Acquisition”). However, as disclosed
in
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 12, 2021,
the Company completed the Acquisition on
May 12, 2021. As a result of the consummation of the Acquisition, by the terms of the
Indenture,
the special mandatory redemption provisions will not be operative.
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 providing 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.
In connection with the Notes offering, Cahill Gordon & Reindel LLP provided certain legal opinions to
the Company that are filed as
Exhibit 5.1 to this Form 8-K.
Item 2.03.
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
On
May 17, 2021,
the Company issued a
press release announcing the closing of its offering of $1,000,000,000 aggregate principal amount of
the Notes. A copy of the
press release is filed as
Exhibit 99.1 to this report and is
incorporated by reference in this Item 8.01. The information contained in Item 8.01 of this Current Report on Form 8-K, including
Exhibit 99.1 furnished herewith,
shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act”), or
incorporated by reference in any filing made by
the Company under the Securities Act, or the Exchange Act,
except as expressly set forth by
the Company by specific reference in such a filing.
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
Underwriting Agreement, dated as of May 6, 2021, 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 therein ( incorporated by reference to Exhibit 1.1 to Form 8-K filed on May 7, 2021).
|
|
|
|
|
|
Fifth Supplemental Indenture dated as of May 17, 2021, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee.
|
|
|
Form of Broadridge Financial Solutions, Inc. 2.600% Senior Notes due 2031 (included in Exhibit 4.2).
|
|
|
Opinion of Cahill Gordon & Reindel LLP.
|
|
|
Consent of Cahill Gordon & Reindel LLP (contained in Exhibit 5.1).
|
|
|
|
104
|
|
Cover Page Interactive Data File - the cover page XBRL tags are 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.
|
BROADRIDGE FINANCIAL SOLUTIONS, INC.
|
|
|
|
By: |
/s/ Edmund Reese |
|
|
Name: |
Edmund Reese |
|
|
Title: |
Corporate Vice President and Chief Financial Officer
|