{"url_path":"/sec/adp/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/8670/0000950142-26-001884-index.html","accession_number":"0000950142-26-001884","cik":"0000008670","ticker":"ADP","issuer_name":"AUTOMATIC DATA PROCESSING INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/8670/0000950142-26-001884-index.html","primary_entity_key":"0000008670","primary_entity_name":"AUTOMATIC DATA PROCESSING INC"},"word_count":789,"has_tables":true,"body_markdown":"Item 1.01Entry into a Material Definitive Agreement.\n\nOn June 26, 2026, Automatic Data Processing,\nInc., a Delaware corporation (the “Company”), entered into a $5.7 billion 364-Day Credit Agreement (the “364-Day Facility”)\nand a $3.5 billion Five-Year Credit Agreement (the “Five-Year Facility,” and together with the 364-Day Facility, the “New\nFacilities”) with a group of lenders (the “Lenders”).\n\nThe Five-Year Facility contains an accordion\nfeature under which the aggregate commitment can be increased by $500 million to an aggregate principal amount of $4 billion, subject\nto the availability of additional commitments. The 364-Day Facility replaced the Company’s prior $4.55 billion 364-day facility,\nentered into on June 27, 2025, and the Five-Year Facility replaced the Company’s prior $3.5 billion five-year facility, entered\ninto on June 28, 2024, both of which were terminated on June 26, 2026. JPMorgan Chase Bank, N.A. acts as Administrative Agent, and Bank\nof America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as Syndication Agents, for each of the New Facilities.\n\nThe New Facilities will have a revolving credit\noption, which in the case of the Five-Year Facility is comprised of U.S. Dollar, Canadian Dollar and Euro tranche loans. The revolving\ncredit will be provided on a committed basis. Amounts borrowed and repaid may be reborrowed subject to availability under each New Facility.\n\nThe Lenders’ commitments under the 364-Day\nFacility will expire on June 25, 2027 and any borrowings outstanding will mature and be payable on such date (or, at the option of the\nCompany, subject to the accuracy of all representations and warranties and the absence of any default, on June 25, 2028). The Lenders’\ncommitments under the Five-Year Facility will expire and the borrowings thereunder will mature on June 26, 2031. The Company may, from\ntime to time and by written notice to the Administrative Agent given not fewer than 30 days and not more than 120 days prior to any anniversary\nof June 26, 2026, request that the Lenders extend the commitments under the Five-Year Facility for an additional period of one year.\n\nAt the Company’s option, under each New\nFacility, revolving loans denominated in U.S. Dollars will bear interest at a floating rate per annum based on a margin over a Term SOFR-based\nrate for a one, three or six month interest period as selected by the Company or a margin over a floating rate per annum determined by\nreference to the highest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum, and (iii) a Term SOFR-based\nrate for a one month interest period plus 1% per annum.\n\nIn addition, the Company will pay a commitment\nfee on the aggregate unused commitments as follows: (i) in the case of the 364-Day Facility, at a rate of 0.0175% per annum, and (ii)\nin the case of the Five-Year Facility, at a rate (ranging from 0.04% to 0.10%) determined by Company’s issuer rating established\nby Fitch Ratings Inc., Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. Also, the Company will pay\nto each Lender a term-out fee of 0.75% of the amount of any loans outstanding under the 364-Day Facility on June 25, 2027.\n\nThe New Facilities’ other terms are substantially\nsimilar to the terms of the facility they replaced, including customary covenants that restrict the Company’s and its borrowing\nsubsidiaries’ ability to create liens or other encumbrances, enter into sale and leaseback transactions and enter into consolidations,\nmergers and transfers of all or substantially all of their respective assets. Each New Facility contains customary events of default that\nwould permit the lenders to accelerate the loans, including the failure to make timely payments under the New Facilities or other material\nindebtedness, the failure to satisfy covenants and specified events of bankruptcy and insolvency.\n\nThe Company has agreed to guarantee any obligations\nof any of its subsidiaries that are entitled to borrow the funds under the New Facilities. Borrowings under the New Facilities may be\nused for general corporate purposes.\n\nThe New Facilities are led by J.P. Morgan Chase\nBank, N.A., BofA Securities, Inc., BNP Paribas Securities Corp., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc., as Joint\nLead Arrangers and Joint Bookrunners. Barclays Bank PLC and MUFG Bank, Ltd. are Documentation Agents for each of the New Facilities.\n\n   \n\n \n\nCertain of the Lenders, and their respective\naffiliates, have performed, and may in the future perform for the Company and its subsidiaries, various commercial banking, investment\nbanking, underwriting and other financial advisory services, for which they have received, and will receive, customary fees and expenses.\n\nThe foregoing description is qualified in its\nentirety by reference to the New Facilities, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference."}