Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, 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 a
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 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
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.
The above descriptions of the Underwriting Agreement, the Base Indenture, the Fifth 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, which are incorporated by reference herein.
In connection with the Notes offering,
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 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.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as ofMay 6, 2021 , amongBroadridge Financial Solutions, Inc. andJ.P. Morgan Securities LLC ,BofA Securities, Inc. ,Morgan Stanley & Co. LLC andWells Fargo Securities, LLC , as representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 to Form 8-K filed onMay 7, 2021 ). 4.1 Indenture dated as ofMay 29, 2007 by and betweenBroadridge Financial Solutions, Inc. andU.S. Bank National Association , as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed onMay 30, 2007 ). 4.2 Fifth Supplemental Indenture dated as ofMay 17, 2021 , by and betweenBroadridge Financial Solutions, Inc. andU.S. Bank National Association , as Trustee. 4.3 Form ofBroadridge Financial Solutions, Inc. 2.600% Senior Notes due 2031 (included in Exhibit 4.2). 5.1 Opinion ofCahill Gordon & Reindel LLP . 23.1 Consent ofCahill Gordon & Reindel LLP (contained in Exhibit 5.1). 99.1 Press Release, datedMay 17, 2021 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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