Business Context and Reporting Period
This Form 8-K Current Report was filed by Broadridge Financial Solutions, Inc. on August 21, 2013. The report details the entry into a material definitive agreement regarding the issuance of senior notes.
Key Financial Metrics
The filing discloses the issuance of $400 million aggregate principal amount of 3.950% Senior Notes due 2020. The notes were issued under a Base Indenture dated May 29, 2007, and a Second Supplemental Indenture dated August 21, 2013. The underwriters included J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC.
The filing text does not provide clear values for revenue, profit, cash flow, operating margins, existing debt levels, or liquidity ratios.
Material Changes
The primary material change is the execution of the Second Supplemental Indenture to facilitate the $400 million debt offering. This follows a previously reported Underwriting Agreement filed on August 16, 2013, and a shelf registration statement (Form S-3) filed on August 8, 2013.
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, or outlook statements. It references the prospectus supplement dated August 14, 2013, for a description of the material terms of the Notes. Specific risks and contingencies are not detailed in this text but are qualified by reference to the exhibits filed with the SEC.
Investor Verification Checklist
- Verify the full terms of the 3.950% Senior Notes due 2020 in the prospectus supplement dated August 14, 2013.
- Review the Second Supplemental Indenture (Exhibit 4.2) for covenants and repayment conditions.
- Confirm the use of proceeds from the $400 million offering in the related Form S-3 filing.
- Check the August 16, 2013 Form 8-K for details on the underwriting agreement and pricing.