LAKE SUCCESS, N.Y., Aug. 18 /PRNewswire-FirstCall/ -- Broadridge Financial
Solutions, Inc. (NYSE: BR) announced today that it has increased the size of
its offer to purchase its 6.125% Senior Notes due 2017 from $75 million
aggregate principal amount of notes to a maximum of $125 million aggregate
principal amount of notes.
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As of 5:00 p.m.New York City time on Monday, August 18, 2008 (the "Early
Tender Deadline"), investors had tendered approximately $162.4 million
aggregate principal amount of notes. Holders who validly tender their notes
after the Early Tender Deadline and at or prior to midnight New York City
time, on Tuesday, September 2, 2008 (as the same may be extended or earlier
terminated, 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purchased in the offer that were validly tendered and not validly withdrawn at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 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.
As amended, the aggregate principal amount of notes offered to be
purchased in the offer is limited to $125 million (the "Maximum Tender
Amount"). In the event that the principal amount of notes validly tendered and
not validly withdrawn prior to the Expiration Time exceeds the Maximum Tender
Amount, the notes will be accepted for payment on a pro rata basis based on
the total principal amount of notes tendered. Except for the amendment to the
size of the offer described above, all other terms and conditions of the offer
remain unchanged.
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. Except as set
forth herein, the terms and conditions of the offer are as set forth in the
company's Offer to Purchase dated August 5, 2008 (the "Offer to Purchase"),
and the related letter of transmittal.
The Offer to Purchase and related letter of transmittal (as well as
additional information about the terms of the offer, and how to tender notes
and conditions to the offer) can be obtained by contacting the information
agent, Global Bondholder Services Corporation, (Toll free: +1 (866) 937-2200
or (banks and brokers) +1 (212) 430-3774); or the dealer manager, J.P. Morgan
Securities Inc. (Toll free: +1 (866) 834-4666).
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, as amended hereby, 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, 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.