01—Abstract
Summary
Summary of the 8-K filed August 21, 2025. Cited figures are marked; the original filing is the authoritative source.
On August 21, 2025, Broadridge Financial Solutions, Inc. entered into a term credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, providing for term loan commitments in an aggregate principal amount of $750 milliona.
The Company incurred the full loan on the closing date. The loan matures on the third anniversary of the closing date, and the proceeds will be used to repay amounts outstanding under the Company's Amended and Restated Term Credit Agreement dated August 17, 2023, and for general corporate purposes. The loan initially bears interest at Term SOFR plus 1.250%b per annum, subject to step-up to Term SOFR plus 1.375% or 1.625%, or step-down to Term SOFR plus 1.125% or 1.000%, based on ratings.
The Company may prepay the loan voluntarily at any time, in whole or in part, without premium or penalty, subject to customary breakage provisions. Amounts repaid may not be reborrowed.
The agreement contains customary affirmative and negative covenants, including limits on liens, subsidiary indebtedness, sale and leaseback transactions, affiliate transactions, and certain mergers or asset transfers, as well as a maximum leverage ratio. Events of default include payment default, covenant breaches, a change of control, judgment defaults, and cross default or cross acceleration, with automatic acceleration upon certain insolvency events.
02—Key points
Key Highlights
- New $750 million term loan entered August 21, 2025, with JPMorgan Chase Bank, N.A. as Administrative Agent
- Loan matures on the third anniversary of the closing date
- Proceeds will repay amounts under the Amended and Restated Term Credit Agreement dated August 17, 2023, and fund general corporate purposes
- Initial interest rate of Term SOFR plus 1.250%, with ratings-based step-up or step-down pricing
- Voluntary prepayment permitted at any time without premium or penalty, subject to customary breakage costs
- Agreement includes a maximum leverage ratio covenant along with customary negative covenants and events of default, including a change of control default
- Full loan amount was incurred on the closing date; amounts repaid cannot be reborrowed
03—Questions
Frequently Asked Questions
How much did Broadridge borrow and when?
Broadridge entered into a term credit agreement on August 21, 2025, providing for term loan commitments of $750 million, which the Company incurred in full on the closing date.
What will the proceeds be used for?
The proceeds will repay principal, interest, and other amounts outstanding under the Company's Amended and Restated Term Credit Agreement dated August 17, 2023, and will also fund general corporate purposes.
What is the interest rate and how can it change?
The loan initially bears interest at Term SOFR plus 1.250% per annum. It may step up to Term SOFR plus 1.375% or 1.625%, or step down to Term SOFR plus 1.125% or 1.000%, based on ratings.
When does the loan mature and can it be repaid early?
The loan matures on the third anniversary of the closing date. The Company may voluntarily prepay it at any time, in whole or in part, without premium or penalty, subject to customary breakage provisions.
What restrictions does the agreement place on the company?
The agreement includes customary affirmative and negative covenants, such as limits on liens, subsidiary indebtedness, sale and leaseback transactions, affiliate transactions, and certain mergers or asset transfers, along with a maximum leverage ratio that must not be exceeded at the end of any test period.
04—Continue