EX-4.1 3 d131432dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 AUTOMATIC DATA PROCESSING, INC. Company AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of May 8, 2025 $1,000,000,000 4.750% Senior Notes due 2032 FOURTH SUPPLEMENTAL INDENTURE, dated as of May 8, 2025 between Automatic Data Processing, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”): WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of August 13, 2020 (the “Base Indenture” and, as supplemented hereby, the “Indenture”), to provide for the issuance by the Company from time to time of senior debt securities evidencing its unsecured indebtedness, to be issued in one or more series as provided in the Indenture; WHEREAS, pursuant to a Board Resolution, the Company has authorized the issuance of a series of securities evidencing its senior indebtedness, initially consisting of $1,000,000,000 aggregate pri…
Open exhibit ↗Current Report · Items 1.01, 8.01, 9.01 · 8-K
Automatic Data Processing, Inc.
ADPNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On May 5, 2025, 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.…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 5, 2025, 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 4.750% senior notes due 2032 (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 May 5, 2025 and a prospectus supplement dated May 5, 2025.
The Notes were issued on May 8, 2025 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 Fourth Supplemental Indenture by and between the Company and the Trustee (attached hereto as Exhibit 4.1 and incorporated herein by reference).
Item 8.01Item 8.01 - Other Events
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.