Broadridge Financial Solutions, Inc. Announces Tender Offer for up to $75 Million...
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Broadridge Financial Solutions, Inc. Announces Tender Offer for up to $75
Million Aggregate Principal Amount of its 6.125% Senior Notes Due 2017
LAKE SUCCESS, N.Y., Aug. 5 /PRNewswire-FirstCall/ -- Broadridge Financial
Solutions, Inc. (NYSE: BR) announced that it has commenced today a cash tender
offer to purchase up to $75 million aggregate principal amount of its 6.125%
Senior Notes due 2017.
(Logo: http://www.newscom.com/cgi-bin/prnh/20080805/NYTU070LOGO )
The offer will expire at midnight, New York City time, on Tuesday,
September 2, 2008 (as the same may be extended or earlier terminated, the
"Expiration Time"). Holders who validly tender their notes at or prior to 5:00
p.m.New York City time on Monday, August 18, 2008 (as the same may be
extended or earlier terminated, the "Early Tender Deadline"), will be eligible
to receive total consideration which includes the early tender premium.
Holders who validly tender their notes after the Early Tender Deadline and at
or prior to the Expiration Time will be eligible to receive only the tender
offer consideration, namely the total consideration less the early tender
premium.
The total consideration for each $1,000 principal amount of notes accepted
for payment is $915. The total consideration includes the early tender
premium of $30 in cash per $1,000 principal amount of notes and is payable for
notes purchased in the offer that are validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline. Holders whose notes are
accepted for payment but who validly tendered and did not validly withdraw
such notes after the Early Tender Deadline, and at or prior to the Expiration
Time, will only be eligible to receive the tender offer consideration of $885
per $1,000 principal amount of notes accepted for payment pursuant to the
offer. In addition, holders whose notes are purchased will receive accrued
and unpaid interest from the last interest payment date to, but not including,
the payment date.
In the event that the principal amount of notes validly tendered and not
validly withdrawn prior to the expiration time of the offer exceeds the
maximum tender amount of $75 million, the notes will be accepted for payment
on a pro rata basis based on the total principal amount of notes tendered.
The company reserves the right to increase or waive the maximum tender amount
in its sole discretion without extending or reinstating withdrawal rights of
holders of the notes.
The offer is not contingent upon the tender of any minimum principal
amount of notes or on obtaining financing, but the offer is conditioned upon
the satisfaction of certain conditions. The company intends to finance the
purchase of the notes pursuant to the offer from available cash. Full details
of the terms and conditions of the offer are included in the company's Offer
to Purchase dated August 5, 2008, and the related letter of transmittal.
J.P. Morgan Securities Inc. will serve as Dealer Manager for the offer.
Persons with questions regarding the offer should contact J.P. Morgan
Securities Inc., toll-free at 866-834-4666. Requests for documents may be
directed to Global Bondholder Services Corporation, the Information Agent, at
212-430-3774 or 866-937-2200.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell the notes or any other security. The offer is made only by
the Offer to Purchase dated August 5, 2008, and the related letter of
transmittal. The offer is not being made to noteholders in any jurisdiction
in which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any jurisdiction
in which the offer is required to be made by a licensed broker or dealer, it
shall be deemed to be made by the Dealer Manager on behalf of the company.
Forward-Looking Statements
This press release and other written or oral statements made from time to
time by representatives of Broadridge may contain "forward-looking
statements." Statements that are not historical in nature, and which may be
identified by the use of words like "expects," "assumes," "projects,"
"anticipates," "estimates," "we believe," "could be" and other words of
similar meaning, are forward-looking statements. These statements are based
on management's expectations and assumptions and are subject to risks and
uncertainties that may cause actual results to differ materially from those
expressed. These risks and uncertainties include those risk factors discussed
in Part I, "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the
fiscal year ended June 30, 2007 (the "2007 Annual Report"). Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed in the 2007 Annual Report. These risks include:
Broadridge's success in retaining and selling additional services to its
existing clients and obtaining new clients; the pricing of Broadridge's
products and services; changes in laws affecting the investor communication
services provided by Broadridge; changes in laws regulating registered
clearing agencies and broker-dealers; declines in trading volume, market
prices, liquidity of securities markets or proprietary trading activity;
Broadridge's ability to continue to obtain data center services from its
former parent company, Automatic Data Processing, Inc. ("ADP"); Broadridge's
debt levels and financing costs, including the impact of its credit ratings on
such costs; the ability of Broadridge to develop brand recognition and its
reputation with its clients and employees following its separation from ADP in
March 2007; the incurrence of additional costs attributable to Broadridge's
operations as a stand-alone public company; changes in technology;
availability of skilled technical employees; the impact of new acquisitions
and divestitures; competitive conditions; overall market and economic
conditions; and, should any risks or uncertainties develop into actual events,
these developments could delay or cause the cancellation of the tender offer.
Broadridge disclaims any obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
About Broadridge
Broadridge Financial Solutions, Inc., with over $2.0 billion in revenues
in fiscal year 2007 and more than 40 years of experience, is a leading global
provider of technology-based outsourcing solutions to the financial services
industry. Our systems and services include investor communication, securities
processing, and clearing and outsourcing solutions. Broadridge offers a broad,
integrated suite of innovative global solutions across the investment
lifecycle and provides a wide range of cost-effective and scalable solutions
to the financial industry. Our systems help reduce the need for clients to
make significant capital investments in operations infrastructure, thereby
allowing them to increase their focus on core business activities. For more
information about Broadridge, please visit www.broadridge.com.
SOURCE Broadridge Financial Solutions, Inc.
Marvin Sims, Vice President of Investor Relations, Broadridge Financial
Solutions, Inc., +1-516-472-5477
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