8-KMaterial AgreementsOther EventsExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Sep 15, 2015)

Filed September 15, 2015For Securities:ADP

Summary

Automatic Data Processing, Inc. (ADP) filed an 8-K on September 15, 2015, reporting on a significant debt financing event. The company entered into an underwriting agreement on September 8, 2015, for the issuance of $1 billion in 2.250% senior notes due 2020 and $1 billion in 3.375% senior notes due 2025, totaling $2 billion in aggregate principal amount. This offering was registered with the SEC and was intended to fund the company's operations and strategic initiatives. This filing provides investors with details regarding the terms of these senior notes, including their coupon rates, maturity dates, and the underwriting syndicate led by J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The issuance of these notes on September 15, 2015, subject to customary conditions, represents a key event in ADP's capital management strategy for the period, aimed at strengthening its financial position and providing flexibility for future growth.

Key Highlights

  • 1ADP issued $2 billion in senior notes, comprising $1 billion of 2.250% notes due 2020 and $1 billion of 3.375% notes due 2025.
  • 2The debt offering was conducted under a previously announced underwriting agreement.
  • 3J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as representatives for the underwriters.
  • 4The notes were registered with the SEC via a Form S-3 registration statement (File No. 333-206631).
  • 5The issuance was expected to close on September 15, 2015, subject to standard closing conditions.
  • 6The notes will be governed by an indenture with Wells Fargo Bank, National Association, as trustee.
  • 7The filing includes supporting legal opinions from counsel Davis Polk & Wardwell LLP.

Frequently Asked Questions

This 8-K filing announces and provides details about ADP's issuance of $2 billion in senior notes, which is a material definitive agreement. It informs investors about the terms, underwriters, and legal aspects of this significant debt financing.

ADP raised a total of $2 billion. This consists of $1 billion in 2.250% senior notes due September 15, 2020, and $1 billion in 3.375% senior notes due September 15, 2025.

The lead underwriters, acting as representatives for the syndicate, were J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

The filing includes the form of the First Supplemental Indenture, the forms of the senior notes themselves (2020 and 2025), and an opinion from Davis Polk & Wardwell LLP regarding the legality of the notes, along with their consent.