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LAKE SUCCESS, New York -- September 3, 2008 -- 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.
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be paid for each $1,000 principal amount of notes accepted for payment will be $915 for notes validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on August 18, 2008 (the "Early Tender Deadline") and $885 for notes validly tendered and not withdrawn after the Early Tender Deadline but at or prior to the Expiration Time.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” 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.
