Free Writing Prospectus
Filed pursuant to Rule 433
Registration Statement No. 333-226705
ADP Announces Pricing of its Senior Notes Due 2028
Roseland, N.J., May 11, 2021 – ADP (Nasdaq: ADP), a leading global provider of Human Capital Management (HCM) solutions, today announced the pricing of a public offering of $1.0 billion aggregate principal amount of its 1.70% senior notes due 2028.
ADP expects to receive the net offering proceeds upon closing on or about May 14, 2021. The intended use of proceeds from the offering is to effect share repurchases under ADP’s existing share repurchase program, subject to market conditions, and any remainder is for general corporate purposes. ADP anticipates that any share repurchases funded by the proceeds of the offering will be completed within a 6 to 12 month timeframe, subject to market conditions. These share repurchases are expected to be incremental to share repurchases conducted in the normal course of business, which are intended to offset dilution from employee benefit plans and return excess cash to shareholders, subject to market conditions.
“This anticipated debt offering enhances our capital structure and is consistent with ADP’s commitment to a very strong investment grade credit rating” said Carlos Rodriguez, President and Chief Executive Officer, ADP.
ADP has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the base prospectus in that registration statement, the applicable preliminary prospectus supplement and the other documents ADP has filed with the SEC for more complete information about ADP and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, ADP, any underwriter or any dealer participating in the offering will arrange to send investors the prospectus and preliminary prospectus supplement upon request by contacting BofA Securities, Inc. by telephone at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com, Deutsche Bank Securities Inc. by telephone at 1-800-503-4611 or by email at prospectus.CPDG@db.com, or J.P. Morgan Securities LLC by telephone at (212) 834-4533.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the debt securities or any other securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectus supplement and the accompanying prospectus.
