BR Broadridge Financial Solutions Inc

On April 23, 2021 (the “Effective Date”), Broadridge Financial Solutions, Inc. (the “Company”) entered into an amended and restated credit agreement (the “Credit Agreement”) among the Company, certain subsidiaries of the Company party thereto as subsidiary borrowers (together with the Company, the “Borrowers”), the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, providing for senior unsecured revolving credit facilities in an aggregate principal amount of $1.5 billion. The revolving credit facilities are comprised of a $1.1 billion US Dollar tranche and multicurrency tranches totaling $400.0 million. The Credit Agreement provides for a letter of credit facility and a swingline facility. The Credit Agreement has a five year term. The Credit Agreement also permits, subject to the satisfaction of certain conditions, the establishment of up to $500.0 million of additional revolving loan commitments from one or more of the existing lenders or, with the consent of the Administrative Agent, other lenders. The Credit Agreement also contains mechanics by which the Company may, with the consent of the Administrative Agent and the lenders providing the relevant commitments, add one or more additional subsidiary borrowers and one or more additional currencies under an existing tranche or under a new tranche. The Company may voluntarily prepay, in whole or in part and without premium or penalty, borrowings under the Credit Agreement at any time.

The Credit Agreement contains affirmative and negative covenants that the Company believes are usual and customary for transactions of this type. The negative covenants include, among other things, limitations on liens, subsidiary indebtedness, sale and leaseback transactions, fundamental changes, restrictive agreements, certain mergers, consolidations and transfers of all or substantially all of the Company’s consolidated assets and transactions with affiliates. The Credit Agreement also prohibits the Company from exceeding a maximum leverage ratio. Upon the occurrence of certain customary events of default set forth in the Credit Agreement, including payment defaults, breaches of covenants, a change of control, judgment defaults and cross acceleration or cross default under other material indebtedness of the Company, the Administrative Agent may and, upon the request of a majority of the lenders, shall, accelerate repayment of the loans and cancel all of the commitments outstanding under the Credit Agreement. Upon certain insolvency and bankruptcy events of default, the loans shall automatically accelerate and all of the outstanding commitments under the Credit Agreement shall be automatically cancelled.

Under the Credit Agreement, revolving loans denominated in US Dollars, Canadian Dollars, Euro, Yen, and Swedish Kronor initially bear interest at LIBOR, CDOR, EURIBOR, TIBOR and STIBOR, respectively, plus 1.015% per annum (subject to step-ups to 1.175% and step-downs to 0.805% based on ratings) and revolving loans denominated in Sterling initially bear interest at SONIA plus 1.0476% per annum (subject to step-ups to 1.2076% and step-downs to 0.8376% based on ratings). The Company will also pay a facility fee of 11.0 basis points per annum (subject to step-ups to 20.0 basis points and step-downs to 7.0 basis points based on ratings), payable quarterly commencing on June 30, 2021, on the daily amount of the revolving commitments.

On the Effective Date, the commitments under the amended and restated credit agreement dated March 18, 2019, among the Company, certain subsidiaries of the Company party thereto as subsidiary borrowers, the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, were replaced by the commitments provided under the Credit Agreement. There were $425.0 million  and CAD$170.0 million of revolving loans outstanding as of the Effective Date. There were no additional revolving loans drawn under the Credit Agreement on the Effective Date and $425.0 million  and CAD$170.0 million of revolving loans remain outstanding as of the date of this filing.

The foregoing description of the Credit Agreement is only a summary and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1 hereto and is hereby incorporated into this Item 1.01 by reference. The representations and warranties contained in the Credit Agreement were made solely for purposes of allocating contractual risks between the parties and not as a means of establishing facts. Such representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms and shall not be relied on as factual information at the time they were made or otherwise. The Credit Agreement may have different standards of materiality than under applicable securities laws.