LAKE SUCCESS, N.Y., Sept. 3 /PRNewswire-FirstCall/ -- Broadridge Financial
Solutions, Inc. (NYSE: BR) announced that it has purchased $125 million
principal amount of its 6.125% Senior Notes due 2017 pursuant to its
previously announced cash tender offer for such notes. The offer expired at
midnight, New York City time, on Tuesday, September 2, 2008 (the "Expiration
Time") and payment for the purchased notes is expected to be made today.
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As of the Expiration Time, tenders had been received with respect to
$162,510,000, or 65%, of the outstanding principal amount of notes. Because
the tender offer was over-subscribed, the validly tendered notes have been
purchased on a pro rata basis with the applicable pro ration figure being
approximately 76.87%. The consideration to be paid for each $1,000 principal
amount of notes accepted for payment will be $915 for notes validly tendered
and not withdrawn at or prior to 5:00 p.m., New York City time, on August 18,
2008 (the "Early Tender Deadline") and $885 for notes validly tendered and not
withdrawn after the Early Tender Deadline but at or prior to the Expiration
Time. In addition, each tendering holder of notes accepted for payment will be
paid accrued and unpaid interest on such notes from the last interest payment
date up to, but not including, the Payment Date. The aggregate consideration
for notes accepted for payment, including accrued and unpaid interest, is
expected to be approximately $116.3 million.
The tender offer was made pursuant to the company's Offer to Purchase
dated August 5, 2008, as amended by the company's press release issued on
August 18, 2008, and related letter of transmittal.
J.P. Morgan Securities Inc. acted as Dealer Manager for the tender offer.
This release does not constitute an offer to purchase, a solicitation of
an offer to sell or a solicitation of consent with respect to any securities.
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, such as our fiscal
year 2009 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,
2008 (the "2008 Annual Report"). Any forward-looking statements are qualified
in their entirety by reference to the factors discussed in the 2008 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
affecting the investor communication services provided by Broadridge; changes
in laws regulating registered securities clearing firms and broker-dealers;
declines in trading volume, market prices, or the liquidity of the securities
markets; any material breach of Broadridge security affecting its clients'
customer information; Broadridge's ability to continue to obtain data center
services from its former parent company, Automatic Data Processing, Inc.
("ADP"); any significant slowdown or failure of Broadridge's systems; changes
in technology; availability of skilled technical employees; the impact of new
acquisitions and divestitures; competitive conditions; overall market and
economic conditions; and any adverse consequences from Broadridge's spin-off
from ADP. 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 $2.2 billion in revenues
in fiscal year 2008 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. We offer advanced,
integrated systems and services that are dependable, scalable and
cost-efficient. 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.