form8k.htm
|
UNITED
STATES
|
|
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
|
______________
|
|
FORM
8-K
CURRENT
REPORT
|
|
|
|
Pursuant
to Section 13 or 15(d) of The
Securities
Exchange Act of 1934
|
|
Date
of Report (Date of earliest event reported): June 23,
2010
|
|
AUTOMATIC
DATA PROCESSING, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
|
1-5397
|
|
22-1467904
|
|
(State
or other
jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
One
ADP Boulevard, Roseland, New Jersey
|
07068
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: (973)
974-5000
|
|
N/A
|
|
(Former
name or former address, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
|
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
(17 CFR
240.14d-2(b))
|
|
|
|
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
|
(17
CFR 240.13e-4(c))
|
Item
1.01. Entry into a Material Definitive Agreement.
On
June 23, 2010, Automatic Data Processing, Inc., a Delaware corporation
(the “Company”), entered into a $2.5 billion 364-Day Credit Agreement (the
“364-Day Facility”) and a $1.5 billion Three-Year Credit Agreement (the
“Three-Year Facility,” and together with the 364-Day Facility, the “Facilities”)
with a group of lenders. The Three-Year Facility contains an accordion
feature under which the aggregate commitment can be increased by $500 million to
$2.0 billion, subject to the availability of additional
commitments. The Facilities replaced the Company’s prior $2.25
billion 364-day facility and $1.5 billion five-year facility, which were
terminated on June 23, 2010. JPMorgan Chase Bank, N.A. acts as
Administrative Agent and Bank of America, N.A., BNP Paribas and Wells Fargo
Bank, N.A. as Syndication Agents for the Facilities. The existing $2.25 billion
five-year facility entered into on June 28, 2006 will continue in full force and
effect.
Two
borrowing options will be available under the Facilities: (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. The revolving credit will be provided on a committed
basis. Under each option amounts borrowed and repaid may be
reborrowed subject to availability under each Facility.
The
Lenders’ commitments under the 364-Day Facility will expire on June 22, 2011 and
any borrowings outstanding 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 any default, on June 22, 2012). The
Lenders’ commitments under the Three-Year Facility will expire and the
borrowings thereunder will mature on June 23, 2013.
Under
each Facility, interest under a competitive advance option will be payable at
the rates obtained from bids selected by the Company in accordance with standard
competitive auction procedures of JPMorgan Chase Bank, N.A.
At the
Company’s option, revolving loans under the 364-Day Facility will bear interest
at a rate per annum equal to (i) the 364-Day Facility Applicable Rate
plus a LIBOR-based rate for a one, two, three or six month interest period
as selected by the Company, or (ii) the 364-Day Facility Applicable Rate plus
the Alternate Base Rate.
The
364-Day Facility Applicable Rate means a rate per annum equal to 50% of the
Markit CDX North American Investment Grade Index, but not less than (i) prior to
June 22, 2011, .25% per annum and (ii) on and after June 22, 2011, .40% per
annum; provided that for any loans using Alternate Base Rate, the 364-Applicable
Rate will be 1% per annum lower (but in no event less than 0.00%) than the
Applicable Rate referred to in clause (i) of the immediately preceding
paragraph.
Alternate
Base Rate means a rate determined by reference to the highest of
(i) JPMorgan Chase Bank, N.A.’s prime rate, (ii) the
federal funds effective rate plus .50%, and (iii) a LIBOR-based rate for a one
month interest period plus 1%.
At the
Company’s option, revolving loans under the Three-Year Facility will bear
interest at a rate per annum equal to (i) the Three-Year Facility
Applicable Rate plus a LIBOR-based rate for a one, two, three or six month
interest period as selected by the Company or (ii) the Three-Year Facility
Applicable Rate plus the Alternate Base Rate.
The
Three-Year Facility Applicable Rate means a rate per annum ranging from .50% to
..75% of the Markit CDX North American Investment Grade Index (but in no event
less than the minimum rates ranging from .40% to .70%) depending on ratings
established for the Company’s senior, unsecured, long-term, non-credit-enhanced
debt by Standard & Poor’s Ratings Group and Moody’s Investors Service,
Inc.
In
addition, the Company will pay a commitment fee on the aggregate unused
commitments as follows: (i) in the case of the 364-Day Facility, at a rate of
..05% per annum, and (ii) in the case of the Three-Year Facility, at a rate
(ranging from .08% to .175%) determined by Company’s debt credit
ratings. Also, the Company will pay a term-out fee of 1.0% of the
amount of any loans outstanding under the 364-Day Facility after June 22,
2011.
The
Facilities’ other terms are substantially similar to the terms of the facility
they replaced, including customary covenants that restrict the Company’s and its
borrowing subsidiaries’ ability to create liens or other encumbrances, enter
into sale and leaseback transactions and enter into consolidations, mergers and
transfers of all or substantially all of their respective assets. Each
Facility contains customary events of default which would permit the lenders to
accelerate the loans, including the failure to make timely payments under a
Facility or other material indebtedness, the failure to satisfy covenants and
specified events of bankruptcy and insolvency.
The
Company has agreed to guarantee any obligations of any of its subsidiaries that
are entitled to borrow the funds under each Facility. Borrowings under the
Facilities may be used for general corporate purposes.
The
Facilities are led by JPMorgan Securities Inc., Banc of America Securities LLC,
BNP Paribas Securities Corp. and Wells Fargo Securities, LLC as Joint Lead
Arrangers and Joint Bookrunners. Barclays Bank PLC, Citicorp USA,
Inc., Deutsche Bank Securities Inc., Intesa SanPaolo S.p.A. and Morgan Stanley
MUFG Loan Partners, LLC are Documentation Agents.
Certain
of the lenders under the Facilities, and their respective affiliates, have
performed, and may in the future perform for 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
Facilities, which are filed as Exhibits 10.14 and 10.16 hereto and incorporated
herein by reference.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of
a Registrant.
The
information set forth above under Item 1.01 is hereby incorporated by reference
into this Item 2.03.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits.
| Exhibit
10.14 |
364-Day
Credit Agreement, dated as of June 23, 2010, among Automatic Data
Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Bank of America, N.A., BNP Paribas and Wells Fargo
Bank, N.A. as Syndication Agents, and Barclays Bank PLC, Citicorp USA,
Inc., Deutsche Bank Securities Inc., Intesa SanPaolo S.p.A, and Morgan
Stanley MUFG Loan Partners, LLC, as Documentation Agents.
|
| Exhibit
10.16 |
Three-Year
Credit Agreement, dated as of June 23, 2010, among Automatic Data
Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Bank of America, N.A., BNP Paribas and Wells Fargo
Bank, N.A. as Syndication Agents, and Barclays Bank PLC, Citicorp USA,
Inc., Deutsche Bank Securities Inc., Intesa SanPaolo S.p.A, and Morgan
Stanley MUFG Loan Partners, LLC, as Documentation
Agents. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
June 25, 2010
| |
AUTOMATIC
DATA PROCESSING, INC.
|
|
| |
|
|
|
|
|
By:
|
/s/ Michael
A. Bonarti |
|
| |
|
Name:
Michael A. Bonarti |
|
| |
|
Title:
Vice President |
|
| |
|
|
|
| Exhibit
Number |
Description |
| |
|
| 10.14 |
364-Day
Credit Agreement, dated as of June 23, 2010, among Automatic Data
Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Bank of America, N.A., BNP Paribas and Wells Fargo
Bank, N.A. as Syndication Agents, and Barclays Bank PLC, Citicorp USA,
Inc., Deutsche Bank Securities Inc., Intesa SanPaolo S.p.A, and Morgan
Stanley MUFG Loan Partners, LLC, as Documentation
Agents.
|
| 10.16 |
Three-Year
Credit Agreement, dated as of June 23, 2010, among Automatic Data
Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Bank of America, N.A., BNP Paribas and Wells Fargo
Bank, N.A. as Syndication Agents, and Barclays Bank PLC, Citicorp USA,
Inc., Deutsche Bank Securities Inc., Intesa SanPaolo S.p.A, and Morgan
Stanley MUFG Loan Partners, LLC, as Documentation
Agents. |