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LAKE SUCCESS, New York -- August 5, 2008 -- 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.
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principal amount of notes and is payable for notes purchased in the offer that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.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In the event that the principal amount of notes validly tendered and not validly withdrawn prior to the expiration time of the offer exceeds the maximum tender amount of $75 million, the notes will be accepted for payment on a pro rata basis based on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” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, such as our fiscal year 2011 financial guidance, 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, 2010 (the “2010 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the 2010 Annual Report. These risks include: the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; the pricing of Broadridge’s products and services; changes in laws and regulations affecting the investor communication services provided by Broadridge; declines in participation and activity in the securities markets; overall market and economic conditions and their impact on the securities markets; any material breach of Broadridge security affecting its clients’ customer information; the failure of Broadridge’s outsourced data center services provider to provide the anticipated levels of service; any significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; Broadridge’s failure to keep pace with changes in technology and demands of its clients; Broadridge’s ability to attract and retain key personnel; the impact of new acquisitions and divestitures; and competitive conditions. Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
To contact media relations, please email us at mediarelations@broadridge.com.
