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 May 11, 2021, 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., Deutsche Bank Securities Inc. and J.P. Morgan Securities 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 1.700% senior notes due 2028 (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. 333-226705) (the “Registration Statement”). The Notes were offered pursuant to a prospectus dated August 8, 2018 and a prospectus supplement dated May 11, 2021.
The Notes were issued on May 14, 2021 pursuant to an Indenture (in substantially the form previously filed with the Registration Statement) by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Second 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., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the Underwriters listed in Schedule 1 thereto, dated May 11, 2021 | |
| Exhibit 4.1 | Second Supplemental Indenture between Automatic Data Processing, Inc. and U.S. Bank National Association, as trustee | |
| Exhibit 4.2 | Form of Global Note representing the Company’s 1.700% Notes due 2028 (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). | |
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SIGNATURE
| AUTOMATIC DATA PROCESSING, INC. (Registrant) | ||||||||
| Date: May 14, 2021 | By: | /s/ Michael A. Bonarti | ||||||
| Name: | Michael A. Bonarti | |||||||
| Title: | Corporate Vice President, General Counsel and Secretary | |||||||
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