UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 4, 2024, Automatic Data Processing, Inc. (the “Company”) executed an Underwriting Agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) with BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of its 4.450% senior notes due 2034 (the “Notes”).
The sale of the Notes was registered with the Securities and Exchange Commission on a Registration Statement on Form S-3 (File No. 333-281920) (the “Registration Statement”). The Notes were offered pursuant to a prospectus dated September 4, 2024 and a prospectus supplement dated September 4, 2024.
The Notes were issued on September 9, 2024 pursuant to an Indenture (in substantially the form previously filed with the Registration Statement) by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a Third Supplemental Indenture by and between the Company and the Trustee (attached hereto as Exhibit 4.1 and incorporated herein by reference).
| Item 8.01 | Other Events. |
A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 1.1 | Underwriting Agreement among Automatic Data Processing, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the Underwriters listed in Schedule 1 thereto, dated September 4, 2024 | |
| Exhibit 4.1 | Third Supplemental Indenture between Automatic Data Processing, Inc. and U.S. Bank Trust Company, National Association, as trustee | |
| Exhibit 4.2 | Form of Global Note representing the Company’s 4.450% Notes due 2034 (included in Exhibit 4.1) | |
| Exhibit 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| Exhibit 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| AUTOMATIC DATA PROCESSING, INC. | ||||||
| (Registrant) | ||||||
| Date: September 9, 2024 | By: | /s/ David Kwon | ||||
| Name: | David Kwon | |||||
| Title: | Vice President | |||||