01—Abstract
Summary
Summary of the 8-K filed May 15, 2026. Cited figures are marked; the original filing is the authoritative source.
On May 15, 2026, Broadridge Financial Solutions, Inc. closed its underwritten public offering of $500,000,000a aggregate principal amount of 5.750% Senior Notes due May 15, 2036, issued under a Form S-3 registration statement and a prospectus supplement dated May 4, 2026.
The Notes are general unsecured senior obligations ranking equally with the company's other unsecured senior indebtedness, effectively junior to secured debt to the extent of collateral and to all liabilities of subsidiaries. The Notes are not guaranteed by subsidiaries, through which the company conducts substantially all of its operations. Interest is payable semiannually in cash on May 15 and November 15, beginning November 15, 2026.
The Indenture, dated May 15, 2026, with U.S. Bank Trust Company, National Association, as trustee, includes restrictive covenants limiting liens, certain asset sales and mergers or consolidations, and sale and leaseback transactions, subject to exceptions. The company may redeem the Notes at any time at 100%b of principal plus accrued interest and a make-whole premium, with no premium applying to redemptions on or after February 15, 2036. Upon a change of control repurchase event, the company must offer to repurchase the Notes at 101% of principal plus accrued interest.
The press release states that Broadridge intends to use the net proceeds, together with cash on hand, to repay its outstanding 3.400%c senior notes due 2026. The filing also includes a legal opinion from White & Case LLP and a press release dated May 15, 2026 announcing the closing.
02—Key points
Key Highlights
- Closed a $500 million offering of 5.750% Senior Notes due 2036 on May 15, 2026
- Interest payable semiannually on May 15 and November 15, first payment November 15, 2026
- Notes are unsecured senior obligations, effectively junior to secured debt and to all subsidiary liabilities, and not guaranteed by subsidiaries
- Make-whole redemption available before February 15, 2036; no premium applies to redemptions on or after that date
- Change of control repurchase offer at 101% of principal plus accrued interest
- Indenture covenants limit liens, certain asset sales and mergers/consolidations, and sale and leaseback transactions
- Net proceeds, with cash on hand, intended to repay outstanding 3.400% senior notes due 2026
03—Questions
Frequently Asked Questions
What did Broadridge borrow and on what terms?
Broadridge issued $500 million aggregate principal amount of 5.750% Senior Notes due May 15, 2036, under an Indenture with U.S. Bank Trust Company, National Association, as trustee. Interest is paid in cash each May 15 and November 15, beginning November 15, 2026.
Why is Broadridge issuing these notes?
According to the press release, the company intends to use the net proceeds, together with cash on hand, to repay its outstanding 3.400% senior notes due 2026.
How do the Notes rank relative to other Broadridge debt?
The Notes are general unsecured senior obligations that rank equally with the company's other unsecured senior indebtedness. They effectively rank junior to secured debt to the extent of the collateral and to all liabilities of subsidiaries, which are not guarantors of the Notes.
What protections do holders have if control of Broadridge changes?
Upon a change of control repurchase event, as defined in the Indenture, Broadridge must offer to purchase the Notes at 101% of principal plus accrued and unpaid interest to the purchase date.
Can Broadridge redeem the Notes early?
Yes. Broadridge may redeem some or all of the Notes at any time at 100% of principal plus accrued interest and a make-whole premium. If redeemed on or after February 15, 2036, no premium applies.
04—Continue