01—Abstract
Summary
Summary of the 8-K filed May 2, 2024. Cited figures are marked; the original filing is the authoritative source.
SS&C Technologies Holdings, Inc. (Nasdaq: SSNC) announced on May 2, 2024 that its wholly-owned subsidiary, SS&C Technologies, Inc., intends to offer $750 milliona in aggregate principal amount of Senior Notes due 2032 in a private placement, subject to market and other conditions.
The notes would be issued by SS&C Technologies, Inc. and guaranteed by the parent company and its existing domestic restricted subsidiaries that guarantee its existing senior secured credit facilities, with future domestic restricted subsidiaries that guarantee those facilities or certain other indebtedness also expected to guarantee the notes. The company expects to use the net proceeds, together with the net proceeds of the previously announced term B-8 loan and cash on hand, to repay all amounts owed under its term B-3, term B-4 and term B-5 loans under its existing senior secured credit facilities, and to pay related fees and expenses. The offering is being made to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and the notes have not been and will not be registered under the Securities Act.
The filing is primarily a notice of a proposed debt offering and refinancing. It contains no financial results, and the filing does not state the interest rate, pricing, or maturity date beyond the 2032 designation. The offering is not yet completed, and the 8-K itself is not an offer to sell the notes.
02—Key points
Key Highlights
- SS&C Technologies, Inc., a wholly-owned subsidiary, intends to offer $750 million of Senior Notes due 2032 in a private placement, subject to market and other conditions.
- Proceeds, along with the previously announced term B-8 loan and cash on hand, are expected to repay all amounts owed under the term B-3, term B-4 and term B-5 loans under the existing senior secured credit facilities.
- The notes will be guaranteed by SS&C Technologies Holdings, Inc. and its existing domestic restricted subsidiaries that guarantee the senior secured credit facilities, and by certain future domestic restricted subsidiaries.
- The offering is being made under Rule 144A to qualified institutional buyers and under Regulation S to non-U.S. persons.
- The notes have not been and will not be registered under the Securities Act or applicable state securities laws.
- The filing does not include financial results, interest rate, or pricing terms for the notes.
03—Questions
Frequently Asked Questions
How much debt is SS&C planning to issue?
SS&C Technologies, Inc. intends to offer $750 million in aggregate principal amount of Senior Notes due 2032 in a private placement, subject to market and other conditions.
What will the proceeds be used for?
The company expects to use the net proceeds, together with the net proceeds of the previously announced term B-8 loan and cash on hand, to repay all amounts owed under the term B-3, term B-4 and term B-5 loans under its existing senior secured credit facilities, and to pay related fees and expenses.
Who will guarantee the notes?
The notes will be guaranteed by SS&C Technologies Holdings, Inc. and all of its existing domestic restricted subsidiaries that guarantee its existing senior secured credit facilities. Future domestic restricted subsidiaries that guarantee those facilities or certain other indebtedness will also guarantee the notes.
Are the notes registered with the SEC?
No. The notes are being offered in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The notes have not been and will not be registered under the Securities Act or applicable state securities laws.
Is the offering certain to close?
The offering is subject to market and other conditions, and the filing does not state that it has been completed. This Current Report is not an offer to sell or a solicitation of an offer to buy the notes.
04—Continue