AUTOMATIC DATA PROCESSING INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)


Item 1.01. Conclusion of a significant definitive agreement.

On July 1, 2022, Automatic Data Processing, Inc.a Delaware company (the “Company”), has entered into a $3.75 billion 364 Day Credit Agreement (the “364 Day Credit Facility”) with a group of lenders.

The 364 day facility replaced the old $3.75 billion 364-day facility, concluded on June 9, 2021 (as amended, restated, supplemented or otherwise modified), which expired on July 1, 2022. JPMorgan Chase Bank, North America. acts as administrative agent, and Bank of America, North America., BNP Paribas, Wells Fargo Bank, North America and Deutsche Bank Securities syndication agents for the 364 Day Facility.

Two borrowing options will be available under the 364-day facility: (i) a competitive advance option and (ii) a revolving credit option. The competitive advance option will be provided on an uncommitted competitive advance basis through an auction mechanism. Revolving credit will be provided on a committed basis. Under each option, amounts borrowed and repaid can be re-borrowed subject to availability under the 364-day facility.

The lenders’ commitments under the 364-day facility will expire on June 30, 2023
and any outstanding borrowings will mature and be payable on such date (or, at the option of the Company, subject to the accuracy of all representations and warranties and the absence of default, the June 30th2024).

Under the 364 Day Facility, interest under a Competitive Advance Option will be payable at rates obtained from bids selected by the Company pursuant to the competitive bidding procedures set forth in the 364 Day Facility.

At the option of the Company, under the 364-day facility, revolving loans denominated in WE The dollars will bear interest at a variable rate per annum based on a margin on a rate based on the forward SOFR for an interest period of one or three months chosen by the Company or on a margin on a variable rate per annum determined with reference to the greater of (i) JPMorgan Chase Bank, North America prime rate, (ii) the effective federal funds rate plus 0.50% per annum, and (iii) a rate based on forward SOFR for a one-month interest period plus 1% per annum.

In addition, the Company will pay a commitment fee on all unused commitments at the rate of 0.0175% per annum. In addition, the Company will pay a maturity fee of 0.75% of the amount of any outstanding loan under the 364 day facility after June 30, 2023.

The other terms of the 364-day facility are substantially similar to those of the facility it replaced, including customary covenants that restrict the ability of the Company and its borrowing subsidiaries to create liens or other encumbrances , enter into sale-leaseback transactions and enter into consolidations, mergers and divestitures of all or substantially all of their respective assets. The 364 Day Facility contains customary events of default that would allow lenders to accelerate loans, including failure to make timely payments under the 364 Day Facility or other material indebtedness, non – compliance with covenants and specific cases of bankruptcy and insolvency. .

The Company has agreed to guarantee all obligations of any of its subsidiaries authorized to borrow funds under the 364-day facility. Borrowings under the 364 Day Facility may be used for general corporate purposes.

The 364 Day Facility is led by JP Morgan Chase Bank, North America., BofA Securities, Inc., BNP Paribas Securities Corp., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc., as Joint Lead Arrangers and Joint Bookrunners. Barclays Bank PLC and MUFG, Ltd. are documentation agents for the 364 day facility.

Certain of the lenders under the 364 Day Facility, and their respective affiliates, have provided, and may in the future provide the Company and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received and will receive customary fees and expenses.

The foregoing description is qualified in its entirety by reference to the 364 Day Facility, which is filed as Schedule 10.1 hereto and incorporated herein by reference.

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set out above in point 1.01 is incorporated by reference in this point 2.03.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits

  Exhibit    364-Day Credit Agreement, dated as of July 1, 2022, among Automatic
10.1       Data Processing, Inc., the Lenders party thereto, JPMorgan Chase
           Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP
           Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as
           Syndication Agents, and Barclays Bank PLC and MUFG Bank, Ltd., as
           Documentation Agents.

Exhibit    Cover Page Interactive Data File (embedded within the Inline XBRL
104        document).

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