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Item 1.01.
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Entry into a Material Definitive Agreement.
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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.
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, Cahill Gordon & Reindel LLP provided certain legal opinions to the Company that are filed as
Exhibit 5.1 to this Form 8-K.