As filed with the Securities and Exchange Commission on August 12, 2022
Registration No. 333-
Delaware | | | 33-1151291 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.) |
Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | | | Emerging growth company ☐ |
• | changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge; |
• | Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; |
• | a material security breach or cybersecurity attack affecting the information of Broadridge’s clients; |
• | the potential impact and effects of the Covid-19 pandemic (“Covid-19”) on the business of Broadridge, Broadridge’s results of operations and financial performance, any measures Broadridge has and may take in response to Covid-19 and any expectations Broadridge may have with respect thereto; |
• | declines in participation and activity in the securities markets; |
• | the failure of Broadridge’s key service providers to provide the anticipated levels of service; |
• | a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; |
• | overall market, economic and geopolitical conditions and their impact on the securities markets; |
• | the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; |
• | Broadridge’s failure to keep pace with changes in technology and demands of its clients; |
• | competitive conditions; |
• | Broadridge’s ability to attract and retain key personnel; and |
• | the impact of new acquisitions and divestitures. |
• | the issue price (expressed as a percentage of the aggregate principal amount of the debt securities) at which the debt securities will be issued, |
• | the title of the series of the debt securities, |
• | any limit on the aggregate principal amount of the debt securities, |
• | any applicable subordination provisions for any subordinated debt securities, |
• | the issue date, |
• | whether the debt securities will be issued in the form of definitive debt securities or global debt securities and, if issued in the form of global debt securities, the identity of the depositary for such global debt security or debt securities, |
• | the date or dates on which we will make principal payments, |
• | the rate or rates at which the debt securities will bear interest or, if applicable, the method used to determine such rate or rates, |
• | the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any record date for the interest payable on any interest payment date, |
• | the place or places where principal of and any premium and interest on the debt securities of the series will be payable, |
• | whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions, |
• | any optional or mandatory redemption provisions and any change of control provisions, |
• | any events of default in addition to those provided in the indenture, |
• | any other specific terms, rights or limitations of, or restrictions on, the debt securities, and any terms that may be required or advisable under applicable laws or regulations, and |
• | any covenants relating to us with respect to the debt securities of a particular series if not set forth in the indenture. |
• | liens existing on the date of the creation of the debt securities of such series; |
• | liens on assets or property of a person at the time it becomes a subsidiary securing only indebtedness of such person; provided such indebtedness was not incurred in connection with such person or entity becoming a subsidiary and such liens do not extend to any assets other than those of the person becoming a subsidiary; |
• | liens existing on assets created at the time of, or within 18 months after, the acquisition, purchase, lease, improvement or development of such assets to secure all or a portion of the purchase price or lease for, or the costs of improvement or development of, such assets; |
• | liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any indebtedness secured by liens referred to above or liens created in connection with any amendment, consent or waiver relating to such indebtedness, so long as such lien is limited to all or part of substantially the same property which secured the lien extended, renewed or replaced, the amount of indebtedness secured is not increased (other than by the amount equal to any costs and expenses (including any premiums, fees or penalties) incurred in connection with any extension, renewal, refinancing or refunding) and the indebtedness so secured does not exceed the fair market value (as determined by Broadridge’s board of directors) of the assets subject to such liens at the time of such extension, renewal, refinancing or refunding, or such amendment, consent or waiver, as the case may be; |
• | liens on property incurred in permitted sale and leaseback transactions; |
• | liens in favor of only Broadridge or one or more subsidiaries granted by Broadridge or a subsidiary to secure any obligations owed to Broadridge or a subsidiary of Broadridge; |
• | liens on assets of any subsidiary of Broadridge registered as a “broker” or a “dealer” as such terms are defined in Sections 3(a)(4) and (5) of the Exchange Act of 1934 (herein referred to as the “Exchange Act”) created or otherwise arising in the ordinary course of such subsidiary’s business; |
• | liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by Broadridge or any Significant Subsidiary in the ordinary course of business; |
• | liens in favor of the trustee granted in accordance with the indenture; and |
• | liens otherwise prohibited by this covenant, securing indebtedness which, together with the value of attributable debt incurred in sale and leaseback transactions permitted under “—Limitation on Sale and Leaseback Transactions” below, do not exceed the greater of (i) 15% of Consolidated Net Tangible Assets measured at the date of incurrence of the lien and (ii) $50 million. |
• | temporary leases for a term, including renewals at the option of the lessee, of not more than three years; |
• | leases between only Broadridge and a subsidiary of Broadridge or only between subsidiaries of Broadridge; |
• | leases where the proceeds are at least equal to the fair market value (as determined by Broadridge’s board of directors) of the property and Broadridge applies within 180 days after the sale of an amount equal to the greater of the net proceeds of the sale or the attributable debt associated with the property to the retirement of long-term secured indebtedness; and |
• | leases of property executed by the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property. |
• | either (1) Broadridge is the surviving or continuing corporation or (2) the successor entity, if other than Broadridge, is a U.S. corporation, partnership, limited liability company or trust and expressly assumes by supplemental indenture all of Broadridge’s obligations under the debt securities of all series and the indenture; |
• | immediately after giving effect to the transaction, no event of default (as defined below), and no event that, after notice or lapse of time or both, would become an event of default, has occurred and is continuing; and |
• | if, as a result of any consolidation, merger, sale or lease, conveyance or transfer described in this covenant, properties or assets of Broadridge would become subject to any lien which would not be |
(1) | a failure to pay principal of or premium, if any, on the debt securities of such series when due at its stated maturity date, upon optional redemption or otherwise; |
(2) | a default in the payment of interest on the debt securities of such series when due, continued for 30 days; |
(3) | certain events of bankruptcy, insolvency or reorganization involving Broadridge; |
(4) | a default in the performance, or breach, of Broadridge’s obligations under the “—Limitation on Consolidation, Merger and Sale of Assets” covenant described above; |
(5) | a default in the performance, or breach, of any other covenant, warranty or agreement in the indenture (other than a default or breach pursuant to clause (4) immediately above) for 60 days after a Notice of Default (as defined below) is given to Broadridge; and |
(6) | (a) a failure to make any payment at maturity, including any applicable grace period, on any indebtedness of Broadridge (other than indebtedness of Broadridge owing to any of its subsidiaries) outstanding in an amount in excess of $75 million or its foreign currency equivalent at the time and continuance of this failure to pay or (b) a default on any indebtedness of Broadridge (other than indebtedness owing to any of its subsidiaries), which default results in the acceleration of such indebtedness in an amount in excess of $75 million or its foreign currency equivalent at the time without such indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (a) or (b) above; provided, however, that if any failure, default or acceleration referred to in clauses 6(a) or (b) ceases or is cured, waived, rescinded or annulled, then the event of default under the indenture will be deemed cured. |
(a) | such holder has previously given to the trustee written notice of a continuing event of default, |
(b) | the registered holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding have made a written request to the trustee to institute proceedings in respect of such event of default and offered reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, and |
(c) | the trustee shall not have received from the registered holders of a majority in aggregate principal amount of the debt securities of such series then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. |
• | to evidence the succession of another person to Broadridge and the assumption by any such successor of the covenants of Broadridge under the indenture and the debt securities; |
• | to add to the covenants of Broadridge for the benefit of holders of the debt securities or to surrender any right or power conferred upon Broadridge; |
• | to add any additional events of default for the benefit of holders of the debt securities; |
• | to add to or change any of the provisions of the indenture as necessary to permit or facilitate the issuance of debt securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of debt securities in uncertificated form; |
• | to secure the debt securities; |
• | to add or appoint a successor or separate trustee; |
• | to cure any ambiguity, defect or inconsistency; |
• | to supplement any of the provisions of the indenture as necessary to permit or facilitate the defeasance and discharge of any series of debt securities, provided that the interests of the holders of such debt securities are not adversely affected in any material respect; |
• | to make any other change that would not adversely affect the holders of the debt securities of such series; |
• | to make any change necessary to comply with any requirement of the SEC in connection with the qualification of the indenture or any supplemental indenture under the Trust Indenture Act of 1939, as amended; |
• | to conform the indenture to this Description of Debt Securities; and |
• | to reflect the issuance of additional debt securities of a particular series as permitted by the indenture. |
• | make any change to the percentage of principal amount of debt securities the holders of which must consent to an amendment, modification, supplement or waiver; |
• | reduce the rate of or extend the time of payment for interest on any debt securities; |
• | reduce the principal amount or extend the stated maturity of any debt securities; |
• | reduce the redemption price of any note or add redemption provisions to the debt securities; |
• | make any debt securities payable in money other than that stated in the indenture or the debt securities; |
• | impair the right to institute suit for the enforcement of any payment on or with respect to the debt securities; or |
• | make any change in the ranking or priority of any debt securities that would adversely affect the holder of such debt securities. |
(a) | Broadridge irrevocably deposits in trust with the trustee money or U.S. government securities or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay principal and interest when due on all the debt securities being defeased to maturity, |
(b) | no default or event of default with respect to the debt securities of such series has occurred and is continuing on the date of such deposit, or, with respect to an event of default involving bankruptcy, at any time in the period ending on the 91st day after the date of deposit, |
(c) | in the case of the legal defeasance option, Broadridge delivers to the trustee an opinion of counsel stating that: |
(1) | Broadridge has received from the Internal Revenue Service a ruling, or |
(2) | since the date of the indenture there has been a change in the applicable U.S. federal income tax law, to the effect, in either case, that and based thereon such opinion of counsel shall confirm that the holders of the debt securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance has not occurred, |
(d) | in the case of the covenant defeasance option, Broadridge delivers to the trustee an opinion of counsel to the effect that the holders of the debt securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred, and |
(e) | Broadridge delivers to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance and discharge of the debt securities of any series have been complied with as required by the indenture. |
• | acquisition of the Company by means of a tender offer, |
• | acquisition of the Company by means of a proxy contest or otherwise, or |
• | removal of the Company’s incumbent officers and directors. |
• | to purchasers directly; |
• | to underwriters for public offering and sale by them; |
• | through agents; |
• | through dealers; or |
• | through a combination of any of the foregoing methods of sale. |
• | our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (filed on August 12, 2022); and |
• | the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 from our Definitive Proxy Statement on Schedule 14A to be filed with the SEC on or about September 27, 2022. |
ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
SEC Registration Fee | | | * |
Accounting Fees and Expenses | | | ** |
Legal Fees and Expenses | | | ** |
Printing and Engraving Expenses | | | ** |
Trustee Fees and Expenses | | | ** |
Miscellaneous Fees and Expenses | | | ** |
Total | | | ** |
* | Deferred in accordance with Rule 456(b) and Rule 457(r) of the Securities Act of 1933. |
** | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
ITEM 16. | EXHIBITS. |
Exhibit No. | | | Description |
1.1* | | | Form of underwriting agreement |
| | Certificate of Incorporation of Broadridge Financial Solutions, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 2, 2007) | |
| | Amended and Restated By-laws of Broadridge Financial Solutions, Inc. amended as of August 6, 2019 (incorporated by reference to Exhibit 3.2 to Form 8-K filed on August 6, 2019) | |
| | Indenture dated as of May 29, 2007 by and between Broadridge and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 30, 2007) | |
| | Third Supplemental Indenture dated June 27, 2016 by and among Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016) | |
| | Form of Broadridge Financial Solutions, Inc. 3.400% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 27, 2016) | |
| | Fourth Supplemental Indenture dated as of December 9, 2019, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed on December 9, 2019) | |
| | Form of Broadridge Financial Solutions, Inc. 2.900% Senior Note due 2029 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on December 9, 2019, and is included in Exhibit 4.2 to Form 8-K filed on December 9, 2019) | |
| | Fifth Supplemental Indenture dated as of May 17, 2021, by and between Broadridge Financial Solutions, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K filed on May 17, 2021) | |
| | Form of Broadridge Financial Solutions, Inc. 2.600% Senior Note due 2031 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 17, 2021, and is included in Exhibit 4.2 to Form 8-K filed on May 17, 2021) | |
4.8* | | | Form of Supplemental Indenture by and between Broadridge and U.S. Bank National Association, as Trustee |
4.9 | | | Form of debt security (contained in Exhibit 4.8) |
4.11* | | | Form of Specimen Certificate of Preferred Stock and Form of Certificate of Designations for Preferred Stock |
4.12* | | | Form of Warrant Agreement |
4.13* | | | Form of Purchase Contract Agreement |
4.14* | | | Form of Purchase Unit Agreement |
4.15* | | | Form of Depositary Agreement |
| | Opinion of Cahill Gordon & Reindel LLP | |
| | Consent of Deloitte & Touche LLP | |
| | Consent of Cahill Gordon & Reindel LLP (contained in Exhibit 5.1) | |
| | Power of Attorney (included in the signature pages hereto) |
Exhibit No. | | | Description |
| | Statement of eligibility and qualification on Form T-1 of U.S. Bank National Association with respect to Broadridge | |
| | Filing Fee Table |
* | To be filed by post-effective amendment or an exhibit to a Form 8-K or other filing made by the undersigned registrant in connection with any offering of securities registered hereby. |
ITEM 17. | UNDERTAKINGS. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(A) | Each prospectus filed by the undersigned registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person |
(5) | That, for the purpose of determining liability of a undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the undersigned registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the undersigned registrant pursuant to the foregoing provisions, or otherwise, the undersigned registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned registrant of expenses incurred or paid by a director, officer or controlling person of the undersigned registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| | BROADRIDGE FINANCIAL SOLUTIONS, INC. | |||||||
| | | | | | ||||
| | By: | | | /s/ TIMOTHY C. GOKEY | ||||
| | | | Name: | | | Timothy C. Gokey | ||
| | | | Title: | | | Chief Executive Officer |
Signatures | | | Title | | | Date | |
| | | | | |||
/s/ TIMOTHY C. GOKEY | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August 12, 2022 | |
Timothy C. Gokey | | | | ||||
| | | | | |||
/s/ EDMUND L. REESE | | | Corporate Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | August 12, 2022 | |
Edmund L. Reese | | | | ||||
| | | | ||||
| | | | | |||
/s/ RICHARD J. DALY | | | Executive Chairman of the Board of Directors | | | August 12, 2022 | |
Richard J. Daly | | | | | | ||
| | | | | |||
/s/ LESLIE A. BRUN | | | Lead Independent Director | | | August 12, 2022 | |
Leslie A. Brun | | | | | | ||
| | | | | |||
/s/ PAMELA L. CARTER | | | Director | | | August 12, 2022 | |
Pamela L. Carter | | | | | | ||
| | | | | |||
/s/ ROBERT N. DUELKS | | | Director | | | August 12, 2022 | |
Robert N. Duelks | | | | | | ||
| | | | |
Signatures | | | Title | | | Date |
| | | | |||
/s/ MELVIN L. FLOWERS | | | Director | | | August 12, 2022 |
Melvin L. Flowers | | | | | ||
| | | | |||
/s/ BRETT A. KELLER | | | Director | | | August 12, 2022 |
Brett A. Keller | | | | | ||
| | | | |||
/s/ MAURA A. MARKUS | | | Director | | | August 12, 2022 |
Maura A. Markus | | | | | ||
| | | | |||
/s/ ANNETTE L. NAZARETH | | | Director | | | August 12, 2022 |
Annette L. Nazareth | | | | | ||
| | | | |||
/s/ THOMAS J. PERNA | | | Director | | | August 12, 2022 |
Thomas J. Perna | | | | | ||
| | | | |||
/s/ AMIT K. ZAVERY | | | Director | | | August 12, 2022 |
Amit K. Zavery | | | | |
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