Broadridge (NYSE: BR) issues $500M 5.750% senior notes to refinance 2026 debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Broadridge Financial Solutions, Inc. has completed an underwritten public offering of $500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2036. The notes are senior unsecured obligations, pay interest in cash each May 15 and November 15 starting November 15, 2026, and mature on May 15, 2036.
Broadridge intends to use the net proceeds from the offering, together with cash on hand, to repay its outstanding 3.400% senior notes due 2026. The company may redeem the new notes at its option at a make-whole redemption price, with any premium falling away for redemptions on or after February 15, 2036. A change of control repurchase event requires Broadridge to offer to buy the notes at 101% of principal plus accrued interest.
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Insights
Broadridge refinances 2026 debt with a longer-dated 2036 note.
Broadridge has issued $500,000,000 of 5.750% Senior Notes due 2036, using proceeds and cash on hand to repay its 3.400% senior notes due 2026. This exchanges lower-cost, near-term debt for higher-coupon, longer-term funding.
The notes are senior unsecured obligations with covenants limiting liens, certain asset sales, mergers, and sale-leaseback transactions, which is standard for investment-grade issuers. They sit structurally behind subsidiary liabilities because subsidiaries do not guarantee them.
Key investor protections include an issuer call with a make-whole premium, removal of that premium for redemptions on or after February 15, 2036, and a change of control repurchase at 101% of principal plus accrued interest. Overall, this looks like routine balance-sheet management rather than a thesis-changing event.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Senior notes issued: $500,000,000 aggregate principal amount
Coupon rate: 5.750% per annum
Maturity date: May 15, 2036
+4 more
7 metrics
Senior notes issued
$500,000,000 aggregate principal amount
5.750% Senior Notes due 2036
Coupon rate
5.750% per annum
Interest on new senior notes
Maturity date
May 15, 2036
Final maturity of new notes
Interest payment dates
May 15 and November 15
Semiannual cash interest, beginning November 15, 2026
Change of control price
101% of principal
Purchase price plus accrued interest upon change of control repurchase event
Legacy notes coupon
3.400% senior notes
Outstanding notes due 2026 to be repaid
Call premium cutoff
February 15, 2036
Redemptions on/after this date exclude make-whole premium
Key Terms
Senior Notes, Indenture, make-whole premium, change of control repurchase event, +2 more
6 terms
Senior Notes financial
"offering and sale in an underwritten public offering of its 5.750% Senior Notes due 2036"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"entered into a base indenture, dated May 15, 2026 (the “Base Indenture”)"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
change of control repurchase event financial
"Upon a change of control repurchase event, as defined in the Indenture, the Company will be required"
A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.
sale and leaseback transactions financial
"limitations on: (i) liens; (ii) certain asset sales and mergers and consolidations; and (iii) sale and leaseback transactions"
underwritten public offering financial
"with respect to the offering and sale in an underwritten public offering (the “Offering”) by the Company"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (516 ) 472-5400
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class:
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Name of Each Exchange on Which Registered:
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| Item 1.01. |
Entry into a Material Definitive Agreement.
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As previously announced, on May 4, 2026, Broadridge Financial Solutions, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed therein (the “Underwriters”), with respect to the offering
and sale in an underwritten public offering (the “Offering”) by the Company of $500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2036 (the “Notes”). The Underwriting Agreement was filed as Exhibit 1.1 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2026 and is incorporated herein by reference.
The Offering of the Notes was made pursuant to a registration statement on Form S-3, File No. 333-289263 (the “Registration Statement”) of the
Company and a prospectus supplement dated May 4, 2026 (the “Prospectus Supplement”) and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on May 6, 2026. The Offering closed
on May 15, 2026.
On May 15, 2026, the Company entered into a base indenture, dated May 15, 2026 (the “Base Indenture”), between the Company and U.S. Bank Trust
Company, National Association, as trustee (the “Trustee”), and a first supplemental indenture to the Base Indenture, dated as of May 15, 2026 (the “First Supplemental Indenture”, and the Base Indenture, as so supplemented, the “Indenture”),
between Company and the Trustee. Pursuant to the Indenture, on May 15, 2026, the Company issued $500,000,000 aggregate principal amount of Notes. The Notes bear interest at the rate of 5.750% per annum and will mature on May 15, 2036. Interest on
the Notes is payable in cash on May 15 and November 15 of each year, beginning on November 15, 2026.
The Company may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price equal to
(i) 100% of the principal amount of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the rights of holders of record of such Notes on the relevant record date to receive
interest due on the relevant interest payment date), plus (ii) a “make-whole” premium (as detailed in the forms of Notes filed herewith). Notwithstanding the foregoing, if the Notes are redeemed on or after February 15, 2036, the redemption price
will not include any premium.
Upon a change of control repurchase event, as defined in the Indenture, the Company will be required to make an offer to purchase the Notes at a
purchase price equal to 101% of the principal amount of the Notes on the date of purchase, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.
The Notes are the Company’s general unsecured senior obligations and rank equally with the Company’s other unsecured senior indebtedness. The Notes
effectively rank junior in right of payment to the Company’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness and to all liabilities of the Company’s subsidiaries. The Notes are not guaranteed by
the Company’s subsidiaries, through which the Company currently conducts substantially all of its operations.
The Indenture contains restrictive covenants relating to limitations on: (i) liens; (ii) certain asset sales and mergers and consolidations; and (iii)
sale and leaseback transactions, subject, in each case, to certain exceptions.
The Indenture contains customary terms providing that, upon certain events of default occurring and continuing, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Notes then outstanding may declare the principal of the Notes and any accrued and unpaid interest through the date of such declaration immediately due and payable. In the case of certain events
of bankruptcy or insolvency relating to the Company, the principal amount of the Notes, together with any accrued and unpaid interest through the occurrence of such event, shall be immediately due and payable.
The above descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Notes are qualified in their
entirety by reference to the terms of those agreements filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, which are incorporated by reference herein.
In connection with the Notes offering, White & Case LLP provided certain legal opinions to the Company that are filed as Exhibit 5.1 to this Form
8-K.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 8.01. |
Other Events.
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On May 15, 2026, the Company issued a press release announcing the closing of its offering of $500,000,000 aggregate principal amount of the Notes. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01. The information contained in Item 8.01 of this Current
Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing made
by the Company under the Securities Act, or the Exchange Act, except as expressly set forth by the Company by specific reference in such a filing.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of May 4, 2026, among Broadridge Financial Solutions, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as
representatives of the underwriters listed therein (incorporated by reference to Exhibit 1.1 to Form 8-K filed on May 6, 2026).
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4.1
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Indenture dated as of May 15, 2026 by and between Broadridge Financial Solutions, Inc. and U.S. Bank Trust Company, National Association, as Trustee.
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4.2
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First Supplemental Indenture dated as of May 15, 2026, by and between Broadridge Financial Solutions, Inc. and U.S. Bank Trust Company, National Association, as Trustee.
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4.3
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Form of Broadridge Financial Solutions, Inc. 5.750% Senior Notes due 2036 (included in Exhibit 4.2).
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5.1
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Opinion of White & Case LLP.
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23.1
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Consent of White & Case LLP (included in Exhibit 5.1).
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99.1
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Press Release, dated May 15, 2026.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: May 15, 2026 | |||
| BROADRIDGE FINANCIAL SOLUTIONS, INC. | |||
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By:
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/s/ Ashima Ghei | ||
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Name: | Ashima Ghei | |
| Title: | Corporate Vice President and Chief Financial Officer |
Exhibit 99.1
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Broadridge Announces Closing of $500 Million Senior Notes Offering
NEW YORK, N.Y., May 15, 2026 – Broadridge Financial Solutions, Inc. (NYSE:BR)
(“Broadridge”) today announced the closing of its offering of $500 million aggregate principal amount of 5.750% senior notes due 2036 (the “Notes”). As previously announced, Broadridge intends to use the net proceeds of this offering, together with cash on hand, to repay its outstanding 3.400% senior notes due 2026.
J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC acted as the joint book-running managers
for the offering.
The Notes were offered pursuant to an effective registration statement only by means of a prospectus and related prospectus supplement, copies of which
may be obtained from: J.P. Morgan Securities LLC collect at 212-834-4533, BofA Securities, Inc. toll-free at 800-294-1322, Morgan Stanley & Co. LLC toll-free at 866-718-1649 and Wells Fargo Securities, LLC toll-free at 800-645-3751.
You may also visit www.sec.gov to obtain an electronic copy of the prospectus and related prospectus supplement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any sale of the Notes in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Broadridge
Broadridge Financial Solutions (NYSE: BR) is a global technology leader with trusted expertise and transformative technology, helping clients and the financial services
industry operate, innovate, and grow. We power investing, governance, and communications for our clients – driving operational resiliency, elevating business performance, and transforming investor experiences. Our technology and operations
platforms process and generate over 7 billion communications annually and underpin the daily average trading of over $15 trillion in equities, fixed income, and other securities globally.
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” within the
meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words such as “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,”
“could be,” “on track,” 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 described and discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2025 (the “2025 Annual Report”), as
they may be updated in any future reports filed with the SEC including, without limitation, Broadridge’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (filed on April 30, 2026). All forward-looking statements speak only as of
the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the 2025 Annual Report and any such subsequent filings. These risks include:
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changes in laws and regulations affecting Broadridge’s clients or the services provided by Broadridge;
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Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with
favorable pricing terms;
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a material security breach or cybersecurity attack affecting the information of Broadridge’s clients;
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declines in participation and activity in the securities markets;
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the failure of Broadridge’s key service providers to provide the anticipated levels of service;
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a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services;
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overall market, economic and geopolitical conditions and their impact on the securities markets;
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the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients;
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Broadridge’s failure to keep pace with changes in technology and demands of its clients;
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competitive conditions;
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Broadridge’s ability to attract and retain key personnel; and
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the impact of new acquisitions and divestitures.
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There may be other factors that may cause Broadridge’s actual results to differ materially from the forward-looking statements. Broadridge’s actual results, performance
or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. Broadridge can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them
do, what impact they will have on Broadridge’s results of operations and financial condition. Broadridge disclaims any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after
the date made or to reflect the occurrence of unanticipated events, other than as required by law.
Contact Information
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Investors:
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Media:
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broadridgeir@broadridge.com
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Gregg.rosenberg@broadridge.com
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FAQ
What type of debt did Broadridge (BR) issue in this 8-K filing?
Broadridge issued $500 million aggregate principal amount of 5.750% senior notes due 2036. These are unsecured senior obligations of the company, ranking equally with its other unsecured senior indebtedness under an indenture with U.S. Bank Trust Company as trustee.
How will Broadridge (BR) use the proceeds from the $500 million notes?
Broadridge intends to use the net proceeds from the $500 million notes, together with cash on hand, to repay its outstanding 3.400% senior notes due 2026. This effectively refinances nearer-term debt with longer-maturity obligations.
What are the key terms of Broadridge’s 5.750% senior notes due 2036?
The notes bear interest at 5.750% per annum, payable in cash each May 15 and November 15, starting November 15, 2026, and mature on May 15, 2036. They are Broadridge’s general unsecured senior obligations under the indenture.
Can Broadridge redeem the 5.750% senior notes before maturity?
Yes. Broadridge may redeem some or all notes at any time at 100% of principal plus accrued interest and a make-whole premium. For redemptions on or after February 15, 2036, the redemption price excludes any premium.
What happens to Broadridge’s notes if there is a change of control?
If a change of control repurchase event occurs, Broadridge must offer to purchase the notes at 101% of principal plus accrued and unpaid interest to, but not including, the purchase date. This gives noteholders protection in a control transaction.
How do the new 5.750% notes rank relative to other Broadridge obligations?
The notes are general unsecured senior obligations that rank equally with Broadridge’s other unsecured senior debt. They are effectively junior to any secured debt to the extent of collateral and to all liabilities of the company’s non-guarantor subsidiaries.