01—Abstract
Summary
Summary of the 8-K/A filed August 25, 2025. Cited figures are marked; the original filing is the authoritative source.
Broadridge Financial Solutions, Inc. filed this Current Report on Form 8-K/A to amend Items 1.01 and 2.03 of its Form 8-K filed August 21, 2025.
The amendment corrects the maturity date of the loan: the Loan will mature on the fifth anniversary of the Closing Date, rather than the language in the original report. Except for this correction, the amended report does not change the original disclosures. The underlying event is a term credit agreement entered into on August 21, 2025 (the Closing Date) among the Company, as Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
It provides term loan commitments of $750 milliona, which were incurred in full on the Closing Date. Proceeds will repay amounts outstanding under the Company's Amended and Restated Term Credit Agreement dated August 17, 2023, and fund general corporate purposes. The Loan may be voluntarily prepaid at any time without premium or penalty, subject to customary breakage provisions, and amounts repaid may not be reborrowed.
The loan initially bears interest at Term SOFR plus 1.250%b per annum, with a step-up to Term SOFR plus 1.375% or 1.625% or a step-down to Term SOFR plus 1.125% or 1.000%, based on ratings. The agreement contains customary affirmative and negative covenants, including a maximum leverage ratio test, and customary events of default, including change of control and cross default provisions. The full agreement is filed as Exhibit 10.1.
02—Key points
Key Highlights
- Form 8-K/A amends the August 21, 2025 Form 8-K to correct the Loan maturity description to the fifth anniversary of the Closing Date.
- Entered into a term credit agreement on August 21, 2025 with JPMorgan Chase Bank, N.A. as Administrative Agent, providing $750 million in term loan commitments.
- Loan fully incurred on the Closing Date; proceeds used to repay amounts under the Amended and Restated Term Credit Agreement dated August 17, 2023, and for general corporate purposes.
- Initial interest rate of Term SOFR plus 1.250% per annum, subject to ratings-based step-up or step-down adjustments.
- Loan may be voluntarily prepaid at any time without premium or penalty, subject to customary breakage costs; repaid amounts cannot be reborrowed.
- Agreement includes a maximum leverage ratio covenant and customary negative covenants, including limits on liens, subsidiary indebtedness, and certain mergers or asset transfers.
- Lenders may accelerate the Loan upon certain events of default, including change of control and cross default; insolvency defaults trigger automatic acceleration.
03—Questions
Frequently Asked Questions
What changed in this amended filing?
The amendment corrects the maturity date language of the Loan. The Loan will mature on the fifth anniversary of the Closing Date, August 21, 2025. Otherwise, the original disclosures are unchanged.
How much did Broadridge borrow and from whom?
Broadridge entered into a term credit agreement providing $750 million in term loan commitments, with JPMorgan Chase Bank, N.A. serving as Administrative Agent. The Loan was incurred in full on August 21, 2025.
What will the loan 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 fund general corporate purposes.
What is the interest rate on the new loan?
The Loan initially bears interest at Term SOFR plus 1.250% per annum. The margin can 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.
Can Broadridge repay the loan early, and what restrictions apply?
Broadridge may voluntarily prepay the Loan in whole or in part at any time without premium or penalty, subject to customary breakage provisions. Repaid or prepaid amounts may not be reborrowed. The agreement includes a maximum leverage ratio test and customary covenants.
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