|
|
|
(State or other jurisdiction of
|
(Commission File Number)
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
|
Underwriting Agreement, dated August 4, 2020, by and among H&R Block, Inc. and Block Financial LLC and J.P. Morgan Securities LLC, BofA Securities, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments,
Inc., as representatives of the several underwriters named therein.
|
|
|
Third Supplemental Indenture, dated August 7, 2020, among H&R Block, Inc., Block Financial LLC (formerly known as Block Financial Corporation), Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company) and U.S. Bank National Association, as separate trustee.
|
|
|
Officers’ Certificate, dated August 7, 2020, of Block Financial LLC (including the Form of the 3.875% Notes due 2030).
|
|
|
Opinion of Stinson LLP.
|
|
|
Consent of Stinson LLP (included in Exhibit 5.1).
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
H&R BLOCK, INC.
|
||
Date: August 7, 2020
|
By:
|
/s/ Scott W. Andreasen
|
Scott W. Andreasen
|
||
Vice President and Secretary
|
Very truly yours
|
||
BLOCK FINANCIAL LLC
|
||
By:
|
/s/ Joel L. Campbell
|
|
Name: Joel L. Campbell
|
||
Title: Vice President and Treasurer
|
||
H&R BLOCK, INC.
|
||
By:
|
/s/ Joel L. Campbell
|
|
Name: Joel L. Campbell
|
||
Title: Vice President and Treasurer
|
CONFIRMED AND ACCEPTED,
|
|||
as of the date first above written:
|
|||
J.P. MORGAN SECURITIES LLC
|
|||
For itself and on behalf of the several Underwriters listed in Schedule A hereto
|
|||
By
|
/s/ Stephen L. Sheiner
|
||
Authorized Signatory
|
|||
BOFA SECURITIES, INC.
|
|||
For itself and on behalf of the several Underwriters listed in Schedule A hereto
|
|||
By
|
/s/ Randolph B. Randolph
|
||
Authorized Signatory
|
|||
TD SECURITIES (USA) LLC
|
|||
For itself and on behalf of the several Underwriters listed in Schedule A hereto
|
|||
By
|
/s/ Luiz Lanfredi
|
||
Authorized Signatory
|
|||
U.S. BANCORP INVESTMENTS, INC.
|
|||
For itself and on behalf of the several Underwriters listed in Schedule A hereto
|
|||
By
|
/s/ Chris Cicoletti
|
||
Authorized Signatory
|
Name of Underwriter
|
Principal
Amount of
Securities
|
J.P. Morgan Securities LLC.
|
$195,000,000
|
BofA Securities, Inc.
|
$175,500,000
|
TD Securities (USA) LLC
|
$65,000,000
|
U.S. Bancorp Investments, Inc.
|
$65,000,000
|
PNC Capital Markets LLC
|
$45,500,000
|
Truist Securities, Inc.
|
$45,500,000
|
BBVA Securities Inc.
|
$14,625,000
|
BMO Capital Markets Corp.
|
$14,625,000
|
RBC Capital Markets, LLC
|
$14,625,000
|
Wells Fargo Securities, LLC
|
$14,625,000
|
Total
|
$650,000,000
|
Aculink Mortgage Solutions, LLC
|
|
AcuLink of Alabama, LLC
|
|
Ada Services Corporation
|
|
BFC Transactions, Inc.
|
|
Block Financial LLC
|
|
Blue Acre SCS
|
|
Blue Fountains International, ULC
|
|
Blue Fountains LLC
|
|
Companion Insurance, Ltd.
|
|
Companion Mortgage Corporation
|
|
Emerald Financial Services, LLC
|
|
EquiCo, Inc.
|
|
Everyday Financial Services LLC
|
|
Financial Marketing Services, Inc.
|
|
Franchise Partner, Inc.
|
|
H&R Block (India) Private Limited
|
|
H&R Block Canada Financial Services, Inc.
|
|
H&R Block Canada, Inc.
|
|
H&R Block Eastern Enterprises, Inc.
|
|
H&R Block Enterprises LLC
|
|
H&R Block Group, Inc.
|
|
H&R Block Health Insurance Agency, Inc.
|
|
H&R Block Insurance Agency, Inc.
|
|
H&R Block Limited
|
|
H&R Block Management, LLC
|
|
H&R Block Personalized Services, LLC
|
|
H&R Block Tax Institute, LLC
|
|
H&R Block Tax Resolution Services, Inc.
|
|
H&R Block Tax Services LLC
|
|
H&R Block, Inc.
|
|
Harbor Business Services, Inc.
|
|
HRB Business Innovations LLC
|
|
HRB Canada Holdings, ULC
|
|
HRB Deployment & Support LLC
|
|
HRB Development, LLC
|
|
HRB Digital LLC
|
|
HRB Expertise LLC
|
|
HRB Global Concepts Unlimited Company
|
|
HRB Global Unlimited
|
|
HRB Green Resources LLC
|
|
HRB GTC Ireland Unlimited Company
|
|
HRB Innovations, Inc.
|
|
HRB International LLC
|
|
HRB International Management LLC
|
|
HRB International Technology LLC
|
|
HRB Luxembourg Financing S.a.r.l.
|
HRB Luxembourg S.a.r.l.
|
|
HRB Mortgage Holdings, LLC
|
|
HRB Participant I LLC
|
|
HRB PR Enterprises LLC
|
|
HRB Products LLC
|
|
HRB Professional Resources LLC
|
|
HRB Resources LLC
|
|
HRB Retail Support Services LLC
|
|
HRB Supply LLC
|
|
HRB Tax Group, Inc.
|
|
HRB Technology Holding LLC
|
|
HRB Technology LLC
|
|
Latino Tax and Business Services, LLC
|
|
New Castle HoldCo LLC
|
|
OOMC Residual Corporation
|
|
PTF Services, LLC
|
|
RedGear Technologies, Inc.
|
|
RSM EquiCo, Inc.
|
|
Sand Canyon Acceptance Corporation
|
|
Sand Canyon Corporation
|
|
Sand Canyon Securities Corp.
|
|
Sand Canyon Securities II Corp.
|
|
Sand Canyon Securities III Corp.
|
|
Sand Canyon Securities IV LLC
|
|
ServiceWorks, Inc.
|
|
TaxWorks, Inc.
|
|
Tribena Limited
|
|
Wave Credit Inc.
|
|
Wave Financial Inc.
|
|
Wave Financial USA Inc.
|
|
Wave HQ Inc.
|
|
Wave Money Inc.
|
|
Wave+ Inc.
|
|
Woodbridge Mortgage Acceptance Corporation
|
Issuer:
|
Block Financial LLC, a Delaware limited liability company
|
||
Guarantor:
|
H&R Block, Inc., a Missouri corporation
|
||
Type:
|
SEC Registered
|
||
Expected Ratings*:
|
Baa3 (Stable Outlook) (Moody’s) / BBB (Negative Outlook) (S&P)
|
||
Trade Date:
|
August 4, 2020
|
||
Settlement Date:
|
August 7, 2020 (T+3 days)
It is expected that delivery of the Notes will be made against payment therefor on or about August 7, 2020, which is the third business day
following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery will be required, by virtue of the fact that the Notes
initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the second business day preceding the
delivery date of the Notes should consult their own advisors.
|
||
Use of Proceeds:
|
We intend to use the net proceeds from this offering to repay at maturity
our 4.125% notes due 2020 and for general corporate purposes.
|
||
Aggregate Principal Amount Offered:
|
$650,000,000
|
||
Maturity Date:
|
August 15, 2030
|
||
Interest Rate Per Annum:
|
3.875%
|
||
Interest Payment Dates:
|
Semi-annually on the 15th of every February and August
|
||
First Interest Payment Date:
|
February 15, 2021
|
||
Public Offering Price:
|
99.687%
|
||
Treasury Benchmark:
|
0.625% due May 15, 2030
|
||
Treasury Price:
|
101-02
|
||
Treasury Yield:
|
0.513%
|
||
Re-offer Spread vs. Treasury:
|
T + 340 bps
|
Yield to Maturity:
|
3.913%
|
||||
Net Proceeds (before expenses):
|
$643,740,500
|
||||
Interest Rate Adjustment:
|
The interest rate payable on the notes will be subject to adjustment from time to time if either Moody’s or S&P (or any substitute rating
agency) downgrades (or subsequently upgrades) the debt rating assigned to the notes as described under “Description of notes—Interest rate adjustment” in the preliminary prospectus supplement.
|
||||
Optional Redemption:
|
At any time prior to May 15, 2030 (which is the date that is 3 months prior to the maturity date of the notes), in whole or in part, at a
redemption price equal to the greater of: (i) 100% of the principal amount of the notes to be redeemed, plus accrued interest to the redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal
amount and interest on the notes to be redeemed that would be due if such notes matured on May 15, 2030 but for the redemption (not including any portion of payments of interest accrued as of the redemption date), discounted to the
redemption date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 50 basis points, plus accrued and unpaid interest to the redemption date.
At any time on or following May 15, 2030, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be
redeemed, plus accrued interest to the redemption date.
|
||||
Mandatory Offer to Repurchase Notes:
|
In the event of a “Change of Control Triggering Event” as defined in the preliminary prospectus supplement at 101% of their principal amount,
plus accrued and unpaid interest.
|
||||
Day Count:
|
30 / 360
|
||||
Minimum Denomination / Multiples:
|
$2,000 / $1,000
|
||||
CUSIP / ISIN:
|
093662AH7 / US093662AH70
|
||||
Joint Bookrunners:
|
J.P. Morgan Securities LLC
BofA Securities, Inc.
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
|
||||
PNC Capital Markets LLC
Truist Securities, Inc.
|
|||||
Co-Managers:
|
BBVA Securities Inc.
BMO Capital Markets Corp.
RBC Capital Markets, LLC
Wells Fargo Securities, LLC
|
||||
H&R BLOCK, INC.
|
||
By:
|
/s/ Joel L. Campbell
|
|
Name:
|
Joel L. Campbell
|
|
Title:
|
Vice President and Treasurer
|
|
BLOCK FINANCIAL LLC
|
||
By:
|
/s/ Joel L. Campbell
|
|
Name:
|
Joel L. Campbell
|
|
Title:
|
Vice President and Treasurer
|
|
U.S. BANK NATIONAL ASSOCIATION, as Trustee
|
||
By:
|
/s/ Linda E. Garcia
|
|
Name:
|
Linda E. Garcia
|
|
Title:
|
Vice President
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
|
||
as First Trustee
|
||
By:
|
/s/ Luke Russell
|
|
Name:
|
Luke Russell
|
|
Title:
|
Assistant Vice President
|
|
By:
|
/s/ Chris Niesz
|
|
Name:
|
Chris Niesz
|
|
Title:
|
Vice President
|
(1) |
The title of the securities shall be the “3.875% Notes due 2030” (the “Notes”).
|
(2) |
U.S. Bank National Association has been appointed as the Trustee under the Indenture and as Registrar, Paying Agent, transfer agent and authenticating agent with
respect to the Notes.
|
(3) |
The aggregate principal amount of the Notes which may be initially authenticated and delivered under the Indenture shall be initially limited to a maximum of
$650,000,000, subject to the right of the Issuer to issue additional principal amount of the Notes at any time and from time to time in the future on the same terms and conditions (except for any differences in the issue price and interest
accrued prior to the issue date of the additional Notes), and with the same CUSIP number, as the Notes issued hereby; provided that if such additional Notes are not fungible for U.S. federal income tax purposes with the original Notes,
such additional Notes shall have a separate CUSIP number.
|
(4) |
The Stated Maturity of the Notes is August 15, 2030.
|
(5) |
Subject to paragraph 13 of this Certificate, the Notes shall bear interest at the rate of 3.875% per annum (the “Original Interest Rate”), which interest shall accrue from August 7, 2020, or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided for, on the Notes until their principal is paid.
|
(6) |
Interest on the Notes shall be payable semi-annually on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing on February 15, 2021 to Holders of record at the close of business on the February 1 or August 1, respectively, next preceding each such Interest Payment Date,
whether or not a Business Day.
|
(7) |
The Issuer hereby designates as Places of Payment for the Notes (i) the principal corporate trust office of U.S. Bank National Association in St. Paul, Minnesota, or
(ii) any other banking institution hereafter selected by the officers of the Issuer. Such Place of Payment shall also be (a) where the Notes may be presented for registration of transfer or exchange, (b) where notices and demands to or upon
the Issuer in respect of the Notes or the Indenture may be made or served and (c) where the Notes may be presented for payment of principal, premium, if any, and interest.
|
(8) |
The Notes are approved in the form attached hereto as Exhibit A and shall
be issued upon original issuance in whole in the form of book-entry Global Securities, and the Depositary shall be The Depository Trust Company, New York, New York. Such Global Securities shall bear the legends set forth in the form of Note
attached as Exhibit A hereto.
|
(9) |
In addition to the circumstances specified in Section 2.15(c)(i) and (ii) of the Base Indenture, the Global Securities may be exchanged for individual Notes in definitive registered form if an Event of Default has occurred
and is continuing.
|
(10) |
The Issuer may, at its option, redeem the Notes, in whole or in part, at any time prior to May 15, 2030 (which is the date that is three months prior to the maturity
date of the Notes) (the “Par Call Date”) at a redemption price equal to the greater of:
|
(a) |
100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the redemption date, and
|
(b) |
the sum of the present values of the remaining scheduled payments of principal amount and interest on the Notes to be redeemed that would be due if the Notes matured
on the Par Call Date but for the redemption (not including any portion of payments of interest accrued as of the redemption date), discounted to the redemption date in accordance with customary market practice on a semiannual basis at a
rate equal to the sum of the Treasury Rate plus 50 basis points, plus accrued and unpaid interest to the redemption date.
|
(x) |
the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations,
|
(y) |
if the Issuer obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received, or
|
(y) |
if only one such Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer Quotation.
|
(11) |
Upon the occurrence of a Change of Control Triggering Event (as defined herein), unless the Issuer has exercised its right to redeem the Notes pursuant to paragraph
10 hereof, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in
excess thereof) of such Holder’s Notes as provided herein (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control
Triggering Event, the Issuer shall send a notice to each Holder of Notes, with a written copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:
|
(i) |
a description of the transaction or transactions that constitute such Change of Control Triggering Event;
|
(ii) |
that the Change of Control Offer is being made pursuant to this paragraph 11 and that all Notes validly tendered will be accepted for payment;
|
(iii) |
the Change of Control Payment and the date on which the Change of Control Payment will be made (the “Change of Control Payment Date”), which shall be a Business Day that is no earlier than 30 days nor later than 60
days from the date the notice is sent, other than as may be required by law;
|
(iv) |
that any Note not tendered will continue to accrue interest;
|
(v) |
that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date unless the
Issuer shall default in the Change of Control Payment and the only remaining right of the Holder thereof is to receive the Change of Control Payment upon surrender of such Note to the Paying Agent;
|
(vi) |
that Holders of the Notes electing to have a portion of a Note purchased pursuant to the Change of Control Offer may only elect to have such Note purchased in a
principal amount of $2,000 or integral multiples of $1,000 in excess thereof;
|
(vii) |
that if a Holder of Notes elects to have such Notes purchased pursuant to the Change of Control Offer it will be required to surrender such Notes, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day
prior to the Change of Control Payment Date;
|
(viii) |
that a Holder of Notes will be entitled to withdraw its election if the Issuer receives, not later than the third Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of such Notes such Holder delivered for
purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
|
(ix) |
that if Notes are purchased only in part a new Note of the same type will be issued in a principal amount equal to the unpurchased portion of such Notes surrendered.
|
(12) |
Unless a Change of Control Triggering Event has occurred with respect to the Notes, the Holders of the Notes shall not have the right to demand repayment of the Notes
prior to maturity.
|
(13) |
The interest rate payable on the Notes shall be subject to adjustments from time to time if either Moody’s or S&P (or, in either case if applicable, any
Substitute Rating Agency (as defined below)) downgrades or subsequently upgrades the debt rating assigned to the Notes, as set forth below.
|
Rating*
|
Percentage
|
|||
Ba1
|
0.25
|
%
|
||
Ba2
|
0.50
|
%
|
||
Ba3
|
0.75
|
%
|
||
B1 or below
|
1.00
|
%
|
||
* Including the equivalent ratings of any
Substitute Rating Agency.
|
Rating*
|
Percentage
|
|||
BB+
|
0.25
|
%
|
||
BB
|
0.50
|
%
|
||
BB-
|
0.75
|
%
|
||
B+ or below
|
1.00
|
%
|
||
* Including the equivalent ratings of any
Substitute Rating Agency.
|
(14) |
The Notes shall be general unsecured obligations of the Issuer and shall rank equal in right of payment, on a pari passu basis, with all of its other existing and
future unsecured and unsubordinated senior indebtedness. The Notes shall be fully and unconditionally guaranteed on a senior unsecured basis by Block. The guarantee of the Notes shall rank equal in right of payment, on a pari passu basis,
with all of Block’s existing and future unsecured and unsubordinated senior indebtedness and guarantees.
|
(15) |
The Notes shall not be subject to any sinking fund requirement.
|
(16) |
Section 4.10 of the Base Indenture with respect to the Notes shall be
replaced with the following:
|
(i) |
Permitted Liens; or
|
(ii) |
Liens securing Indebtedness if, after giving pro forma effect to the incurrence of such Indebtedness (and the receipt and application of the proceeds thereof) or the
securing of outstanding Indebtedness, all Indebtedness of the Company and its Subsidiaries secured by Liens on any Principal Property (other than Permitted Liens), at the time of determination does not exceed the greater of $250,000,000 or
15% of the total consolidated stockholders’ equity of the Company as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of the Company.
|
(17) |
The definition of “Capitalized Lease Obligation” in the Base Indenture with
respect to the Notes shall be replaced with the following:
|
(18) |
The definition of “Credit Agreement” in the Base Indenture with respect to
the Notes shall be replaced with the following:
|
(19) |
The definition of “Permitted Lien” in the Base Indenture with respect to
the Notes shall be replaced with the following:
|
(a) |
Pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or good faith deposits
in connection with bids, trade contracts, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or
bonds to secure performance, surety or appeal bonds to which such Person is a party or which are otherwise required of such Person, or deposits as security for contested taxes or import duties or for the payment of rent or other obligations
of like nature, in each case Incurred in the ordinary course of business;
|
(b) |
Liens imposed by law, such as carriers’, warehousemen’s, laborers’, materialmen’s, landlords’, repairmen’s, vendors’, workmen’s, operators’, factors and mechanics
liens, in each case for sums not yet delinquent by more than 30 days or being contested in good faith by appropriate proceedings;
|
(c) |
Liens for taxes, assessments and other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings;
|
(d) |
Survey exceptions, encumbrances, easements or reservations of or with respect to, or rights of others for or with respect to, licenses, rights-of-way, sewers,
electric and other utility lines and usages, telegraph and telephone lines, pipelines, surface use, operation of equipment, permits, servitudes and other similar matters, or zoning or other restrictions as to the use of real property or
Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely detract from the value of
the affected properties or materially interfere with the ordinary course of business of such Person;
|
(e) |
Liens existing on or provided for under the terms of agreements existing on the date the Notes are issued (including, without limitation, under existing credit
agreements);
|
(f) |
Liens on property at the time the Company or any of its Subsidiaries acquired the property or the entity owning the property; provided, however, any such Lien may not
extend to any other property owned by the Company or any of its Subsidiaries;
|
(g) |
Liens on any Principal Property, or any shares of stock or Indebtedness of any Subsidiary, that the Company or any Subsidiary acquires after the date of the Indenture
that are created contemporaneously with such acquisition, or within 24 months thereafter, to secure or provide for the payment or financing of any part of the
purchase price thereof;
|
(h) |
Liens and transfers arising from, or in connection with, any securitization, sale or other transfer, or any financing, involving loans, servicing assets, securities,
receivables or other financial assets (or, in each case, portions thereof, or participations therein) and/or, in each case, related rights and interests;
|
(i) |
Liens securing a Hedging Obligation so long as such Hedging Obligation is of the type customarily entered into for the purpose of limiting risk;
|
(j) |
Purchase Money Liens;
|
(k) |
Liens securing intercompany Indebtedness and obligations (including under repurchase agreements or other similar obligations) owed to the Company or a wholly-owned
subsidiary of the Company;
|
(l) |
Liens on any property to secure Indebtedness incurred in connection with the construction, installation or financing of pollution control or abatement facilities or
other forms of industrial revenue bond financing or Indebtedness issued or Guaranteed by the United States, any state or any department, agency or instrumentality thereof;
|
(m) |
Government Contract Liens;
|
(n) |
Liens securing Indebtedness of joint ventures in which the Company or a Subsidiary has an interest to the extent such Liens are on property or assets of such joint
ventures;
|
(o) |
Liens arising in connection with payables to brokers and dealers in the ordinary course of business;
|
(p) |
Liens arising in connection with deposits and other liabilities incurred by banking and/or other financial services or cash management activities in the ordinary
course of business;
|
(q) |
Banker’s Liens, rights of setoff and other similar Liens existing solely with respect to bank accounts maintained by the Company and its Subsidiaries, in each case
granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained; provided that, unless the Liens are non-consensual and arise by operation of law, the Liens shall not secure (either directly
or indirectly) the repayment of any Indebtedness;
|
(r) |
Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of defeasing Indebtedness of the Company or any of its Subsidiaries;
|
(s) |
legal or equitable Liens deemed to exist by reason of negative pledges or the existence of any litigation or other legal proceeding and any related lis pendens filing (excluding any attachment prior to judgment lien or attachment lien in aid of execution on a judgment);
|
(t) |
any attachment Lien being contested in good faith and by proceedings promptly initiated and diligently conducted upon such Person’s actual knowledge thereof, unless
the attachment giving rise to the Lien shall not, within sixty days after the entry thereof, have been discharged or fully bonded or shall not have been discharged within sixty days after the termination of any such bond;
|
(u) |
any judgment Lien, unless the judgment it secures shall not, within sixty days after the entry thereof, have been discharged or execution thereof stayed pending
appeal, or shall not have been discharged within sixty days after the expiration of any such stay;
|
(v) |
Liens to banks arising from the issuance of letters of credit issued by such banks or other financial institutions;
|
(w) |
Rights of a common owner of any interest in property held by such Person;
|
(x) |
Any defects, irregularities or deficiencies in title to easements, rights-of-way or other properties which do not in the aggregate materially adversely affect the
Company and its Subsidiaries taken as a whole;
|
(y) |
Liens securing Indebtedness in an aggregate outstanding principal amount not to exceed $300,000,000 on (i) the property located at One H&R Block Way, Kansas City,
Missouri, together with all adjacent properties, including, without limitation, parking structures, owned by the Company and its Subsidiaries and (ii) all rights, incentives, benefits and other interests related thereto, including air
rights, development rights and tax incentives; and
|
(z) |
Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements), as a
whole, or in part, of any obligation secured by any Lien referred to in the foregoing clauses (e) through (n); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien
(plus improvements on such property) and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the obligations
described under clauses (e) through (n) at the time the original Lien became a Permitted Lien under this Indenture and (B) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement.
|
(20) |
The definition of “Principal Property” in the Base Indenture shall be
replaced with the following:
|
(21) |
Section 4.08 of the Base Indenture (Maintenance of Properties) shall not be
applicable to the Notes.
|
(22) |
Upon a covenant defeasance in accordance with Section 11.02 of the Base
Indenture (Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys), the Issuer and Block’s obligations under Section 4.07 of the Base
Indenture (Existence), Section 4.09 of the Base Indenture (Payment of Taxes and Other Claims), Section 4.10 of the Base Indenture (Limitation on Liens), paragraph 16 of this Certificate and Section 4.11 of
the Base Indenture (Ownership of BFC) shall terminate.
|
(23) |
References in the Indenture to the “Board of Directors” of the Issuer are understood to refer to its sole manager or any other individual, group or entity that
carries out an equivalent role of a board of directors in the future.
|
(24) |
Section 6.01(h) of the Base Indenture with respect to the Notes shall be
replaced with the following:
|
(h) |
the entry of an order or decree by a court having competent jurisdiction in the premises for (i) relief in respect of BFC, the Company or any of its Restricted
Subsidiaries or a substantial part of any of their property under Title 11 or the United States Code or any other Federal or State bankruptcy, insolvency or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for BFC, the Company or any such Restricted Subsidiary or for a substantial part of any of their property (except any decree or order
appointing such official of any Restricted Subsidiary pursuant to a plan under which the assets and operations of such Restricted Subsidiary are transferred to or combined with another Subsidiary or Subsidiaries of the Company or to the
Company), (iii) the winding-up or liquidation of BFC, the Company or any such Restricted Subsidiary (except any decree or order approving or ordering the winding up or liquidation of the affairs of a Restricted Subsidiary pursuant to a
plan under which the assets and operations of such Restricted Subsidiary are transferred to or combined with another Subsidiary or Subsidiaries of the Company or to the Company) or (iv) any similar relief is granted under any foreign
laws; and in each case, such order or decree shall continue unstayed and in effect for 60 consecutive days; or
|
(25) |
Clauses (a) through (h) of Section 6.01 of the Base Indenture, as amended by paragraph 24 of this Certificate, shall be the only
of Events of Default with respect to the Notes. Section 6.01 of the Base Indenture will be further amended to include the following paragraph after
the enumerated Events of Default:
|
(26) |
Section 6.07 of the Base Indenture with respect to the Notes shall be
amended to include the following sentence at the end of such section:
|
(27) |
Section 9.01 of the Base Indenture with respect to the Notes shall be
amended to include the following additional clause (l) following clause (k) thereof:
|
(28) |
Section 10.01 of the Base Indenture with respect to the Notes shall be
replaced with the following:
|
(i) |
either (a) the Company or BFC shall be the continuing Person in the case of a consolidation or merger or (b) the resulting, surviving or transferee Person if other
than the Company or BFC (the “Successor Company”) shall be
a Person organized and existing under the laws of the United States, any State thereof or the District of Columbia and expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, all the obligations of the Company or BFC, as applicable, under the Notes and this Indenture;
|
(ii) |
immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary of the
Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default would occur or be continuing; and
|
(iii) |
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and each
related supplemental indenture, if any, complies with this Indenture.
|
(29) |
Clause (2) of Section 11.03 of the Base Indenture with respect to the Notes shall be replaced with the following:
|
(30) |
The Notes shall be subject to Article XI of the Base Indenture
(Satisfaction and Discharge of Indenture; Defeasance; Unclaimed Moneys), as amended by paragraph 22 of this Certificate.
|
(31) |
The Notes will be issued in registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
|
(32) |
The initial public offering price of the Notes is 99.687% of the principal amount thereof, plus accrued interest, if any, from August 7, 2020.
|
(33) |
The price to be received by the Issuer from the Underwriters pursuant to the Underwriting Agreement, dated August 4, 2020, among the Issuer, Block and J.P. Morgan
Securities LLC, BofA Securities, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, for the Notes shall be 99.037% of the principal amount thereof.
|
(34) |
In case of any conflict between this Certificate and the Notes in the form referred to in paragraph 8, the Notes shall control.
|
By:
|
/s/ Tony G. Bowen
|
|
Name: Tony G. Bowen
|
||
Title: President
|
||
By:
|
/s/ Joel L. Campbell
|
|
Name: Joel L. Campbell
|
||
Title: Vice President and Treasurer
|
||
Number R-1
|
$
CUSIP 093662 AH7
|
Rate of Interest
|
Maturity Date
|
Original Issue Date
|
3.875%
|
August 15, 2030
|
August 7, 2020
|
By
|
||
Name: Tony G. Bowen
|
||
Title: Vice President and Treasurer
|
||
By
|
||
Name: Joel L. Campbell
|
||
Title: Vice President and Treasurer
|
||
By
|
||
Name: Linda E. Garcia
|
||
Title: Vice President
|
(i) |
a description of the transaction or transactions that constitute such Change of Control Triggering Event;
|
(ii) |
that the Change of Control Offer is being made pursuant to provisions hereof and that all Notes validly tendered will be accepted for payment;
|
(iii) |
the Change of Control Payment and the date on which the Change of Control Payment will be made (the “Change of Control Payment Date”), which shall be a Business Day
that is no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required by law;
|
(iv) |
that any Note not tendered will continue to accrue interest;
|
(v) |
that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date unless the
Company shall default in the Change of Control Payment and the only remaining right of the Holder thereof is to receive the Change of Control Payment upon surrender of such Note to the Paying Agent;
|
(vi) |
that Holders of the Notes electing to have a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Note purchased in a
principal amount of $2,000 or integral multiples of $1,000 in excess thereof;
|
(vii) |
that if a Holder of Notes elects to have such Notes purchased pursuant to the Change of Control Offer it will be required to surrender such Notes, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day
prior to the Change of Control Payment Date;
|
(viii) |
that a Holder of Notes will be entitled to withdraw its election if the Company receives, not later than the third Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have
such Notes purchased; and
|
(ix) |
that if Notes are purchased only in part a new Note of the same type will be issued in a principal amount equal to the unpurchased portion of the Notes surrendered.
|
Rating*
|
Percentage
|
|||
Ba1
|
0.25
|
|||
Ba2
|
0.50
|
|||
Ba3
|
0.75
|
|||
B1 or below
|
1.00
|
|||
* Including the equivalent ratings of any
Substitute Rating Agency.
|
Rating*
|
Percentage
|
|||
BB+
|
0.25
|
%
|
||
BB
|
0.50
|
%
|
||
BB-
|
0.75
|
%
|
||
B+ or below
|
1.00
|
%
|
||
* Including the equivalent ratings of any
Substitute Rating Agency.
|
Dated:
|
, 2020
|
H&R BLOCK, INC.
|
By
|
||
Name: Tony G. Bowen
|
||
Title: Chief Financial Officer
|
||
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
|
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]
|
DATE |
|
SIGNATURE
|
$
|
||
Dated:
|
||
Signature:
|
||
Tax Identification
Number:
|
||
|
||
Signature
Guarantee:
|
Document and Entity Information |
Aug. 04, 2020 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 04, 2020 |
Entity Registrant Name | H&R BLOCK, INC. |
Entity Incorporation, State or Country Code | MO |
Entity File Number | 1-06089 |
Entity Tax Identification Number | 44-0607856 |
Entity Address, Address Line One | One H&R Block Way |
Entity Address, City or Town | Kansas City |
Entity Address, State or Province | MO |
Entity Address, Postal Zip Code | 64105 |
City Area Code | 816 |
Local Phone Number | 854-3000 |
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 | 0000012659 |
Title of 12(b) Security | Common Stock, without par value |
Trading Symbol | HRB |
Security Exchange Name | NYSE |
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
;'4QS'5L0/5:#3T7 '!\
MW/C=?T[A$*A08B:FC@([<^;0 JS#,2>,2C&6%EI.] #Z_2!EZ>AF?/KV8X=R
M; ]?+G=Z_^T_OQ[:\O?GWU]L7/WL\_O_KC@[[[\<>WK]Y\^/B7
M?TO"8/K<@Y\_O86/7GQZNSZ!3LSXX)*AU!WC3!4
MF33D6R,4*44[1)G.+1N](8$F6[NC0E%!-=:F\OG0%-F9?[M
M$W5-M)DIK]+?9$%]NTH':5U1+7@A#9 2A6;I9 K^6ZV/H1MHT;_B!O1AH[1N
MU*(&GI J3QQC:JV15+Q*5#$E]QQ9;$W5)M:H'ADXD38/#R.T568A!9E"54=2
M>E"IOG8WD#DMBMBO-Z%6JU0E0(-B(5,:!UL^-X@,[IV @(QH[8;D[$$(&5/["
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MD" 0Z!/;8 +1/(K$3JY%1..;W"L&QL4U]V%GQOFES12 R1.M#@T3VC>A0*S
MC<^BDELMN)K9>#1RM'3J&E"H&5VV'Y)1\ARX<%7@7O;94/UCT7OYEQBHVT&,
M4))W7OT#MMN7))!("?I9I8,GGMAHJ W7))JK(9L/D.&=3.W,P,V\"%-;VM
MP_;2P53,4)38SGA0\Z9L8DN'VYX;0(6M!D1_%Y/&+'-;:BT<;916,VTJUA
MSU%QN('D(0W=F^:VZ#9"X8[]=HF)5+2M8"?*V*K,U.2%)CLWQ';H'W'84 $N
M?4^:-BX2MH:-\(Y4"H7QN^A@01K8I,L(%!V8Q[#U:3:Q);(( Z*L?"P+&="O
MO^Y++1P#_<^XJ $0:^9D"9LMT%+QU9W1FP.H;3B>6B>N:ZGRV#2A@
M<@2=T6N9:5C\#B[O4T_6&.YS_=0\7'2TK"7,>L_18&0ROEZ9"=M"-%6H"7QJ@ 81@O3$K^EH%O-8%661QGKJR%8A-
M>NN1O6)]#Z'RH)PTAI3=R26T9C#8@47PD3BBKN&:E:97@.*E,LQ0S0!'AO7)L![.8
-3.EC42Z