8-K

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): November 20, 2019

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

001-33220	33-1151291
(Commission file number)	(I.R.S. Employer Identification No.)

5 Dakota Drive

Lake Success, New York 11042

(Address of principal executive offices)

Registrant’s telephone number, including area code: (516) 472-5400

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Name of Each Exchange on Which Registered:	Trading Symbol
Common Stock, par value $0.01 per share	New York Stock Exchange	BR

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On November 20, 2019, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing that it has acquired ClearStructure Financial Technology, a global provider of portfolio management solutions for the private debt markets. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Items 7.01 and 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

Exhibits.  The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Press Release of Broadridge Financial Solutions, Inc. dated November 20, 2019
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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.

Dated:  November 20, 2019
	BROADRIDGE FINANCIAL SOLUTIONS, INC.
	By:	/s/ Adam D. Amsterdam
		Name: Adam D. Amsterdam
		Title:  Corporate Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

Broadridge Expands Asset Management Technology Suite With

Acquisition of ClearStructure

Powerful SaaS offering extended to private debt markets

NEW YORK, Nov. 20, 2019 – Broadridge Financial Solutions, Inc. (NYSE:BR), a global Fintech leader and part of the S&P 500® Index, has acquired ClearStructure Financial Technology, a global provider of portfolio management solutions for the private debt markets.

Today, Broadridge’s SaaS technology powers more than 550 hedge funds, traditional asset managers and fund administrators with a complete front-to-back, multi-asset class solution that simplifies and improves firm trading and operations. As private markets continue to grow and present opportunities for asset managers to find alpha and differentiate themselves, the addition of ClearStructure’s private debt capabilities will create a differentiated solution in the market and enable Broadridge to serve new clients.

“ClearStructure’s component services enhance our existing multi-asset class, front-to-back office solution, providing our clients with a unique capability to access the public and private markets,” said Eric Bernstein, Broadridge's head of asset management solutions. “This acquisition aligns to Broadridge’s strategy of providing a true cross-asset platform to enable asset management clients to have a single view into their entire book of business.”

“We’re delighted to join Broadridge and to offer expanded portfolio management technology to create optimum investment workflow efficiency for portfolio managers, investment analysts, risk professionals, and operations teams,” said ClearStructure CEO Scott Turley.

Jefferies LLC acted as the exclusive financial advisor to Broadridge. Marlin & Associates acted as the exclusive strategic and financial advisor to ClearStructure Financial Technology. Terms of the transaction were not disclosed.

About Broadridge

Broadridge Financial Solutions, Inc. (NYSE: BR), a $4 billion global Fintech leader, is a leading provider of investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. Broadridge's infrastructure underpins proxy voting services for over 50 percent of public companies and mutual funds globally, and processes on average more than U.S.$7 trillion in fixed income and equity securities trades per day. Broadridge is part of the S&P 500® Index and employs over 11,000 full-time associates in 18 countries. For more information about Broadridge, please visit www.broadridge.com.

About ClearStructure

ClearStructure Financial Technology delivers technology solutions capable of meeting the diverse needs of the investment industry. The Sentry solution offers managers broad front-to-back-office functionality on a single platform across many asset types. ClearStructure’s Sentry product suite is used by many of the largest and most respected financial institutions and investment firms in the world.

Contacts:

Investors:	Media:
W. Edings Thibault	Linda Namias
Broadridge Financial Solutions	Broadridge Financial Solutions
+1 516-472-5129	+1 631-254-7711
Edings.Thibault@Broadridge.com	Linda.Namias@Broadridge.com

XML

Document and Entity Information	Nov. 20, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2019
Entity Registrant Name	BROADRIDGE FINANCIAL SOLUTIONS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33220
Entity Tax Identification Number	33-1151291
Entity Address, Address Line One	5 Dakota Drive
Entity Address, City or Town	Lake Success
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11042
City Area Code	516
Local Phone Number	472-5400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001383312
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BR
Security Exchange Name	NYSE