BROADRIDGE FINANCIAL SOLUTIONS, INC. (NYSE:BR) Files An 8-K Entry into a Material Definitive Agreement

BROADRIDGE FINANCIAL SOLUTIONS, INC. (NYSE:BR) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into Material Definitive Agreement.

On February 6, 2017 (the Effective Date), Broadridge Financial
Solutions, Inc. (the Company) entered into an amended and
restated credit agreement (the Credit Agreement) among the
Company, as borrower, the Lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent, providing for an
aggregate $1.0 billion senior unsecured revolving facility. The
revolving facility is comprised of a $900.0 million US dollar
tranche and a $100.0 million multicurrency tranche. The Credit
Agreement provides for a letter of credit facility, a swingline
facility and a competitive bid advance facility. The Credit
Agreement has a five year term. The Credit Agreement also
permits, subject to the satisfaction of certain conditions, up to
$500.0 million of additional revolving loan commitments from one
or more of the existing lenders or other lenders (with the
consent of the Administrative Agent). 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 in business
activities conducted by the Company, limitations on restrictive
agreements, certain mergers, consolidations and transfers of all
or substantially all of the Companys assets and transactions with
affiliates. The Credit Agreement also requires the Company to
maintain 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 (other than in
respect of any competitive advance) initially bear interest at
LIBOR plus 1.00% per annum (subject to a step-up to LIBOR plus
1.30% or step-down to LIBOR plus 0.805% based on ratings). The
Company will also pay a facility fee of 12.5 basis points per
annum (subject to a step-up to 20 basis points or step-down to7
basis points based on ratings), payable quarterly commencing on
March 31, 2017, on the daily amount of the revolving commitments.
On the Effective Date, the commitments to the Company under its
credit agreement dated August 14, 2014, among the Company, as
borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent, and J.P. Morgan Europe Limited, as
London Agent (the 2014 Credit Agreement), were effectively
replaced by the new facilities. There were $160.0 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 $160.0 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.
Item 2.03. >Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information contained in and incorporated into Item 1.01
above is hereby incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibit is filed herewith:
Exhibit No.
Description
10.1
Amended and Restated Credit Agreement, dated February
6, 2017, among Broadridge Financial Solutions, Inc.,
the Lenders party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent.


About BROADRIDGE FINANCIAL SOLUTIONS, INC.> (NYSE:BR)

Broadridge Financial Solutions, Inc. (Broadridge) is a provider of investor communications and technology-driven solutions to banks, broker-dealers, mutual funds and corporate issuers. The Company’s segments include Investor Communication Solutions, and Global Technology and Operations. The Company offers Bank/Broker-Dealer Investor Communication Solutions, Customer Communication Solutions, Corporate Issuer Solutions, Advisor Solutions and Mutual Fund and Retirement Solutions through Investor Communication Solutions segment. The Company offers a middle- and back-office securities processing platform for North American and global broker-dealers. Its services include investor and customer communications, securities processing, and data and analytics solutions. The Company delivers a range of solutions that helps its clients serve their retail and institutional customers across the entire investment lifecycle, including pre-trade, trade, and post-trade processing functionality.

BROADRIDGE FINANCIAL SOLUTIONS, INC.> (NYSE:BR) Recent Trading Information

BROADRIDGE FINANCIAL SOLUTIONS, INC.> (NYSE:BR) closed its last trading session up +0.34 at 68.41 with 487,481 shares trading hands.

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