01—Abstract
Summary
Summary of the 8-K filed May 3, 2024. Cited figures are marked; the original filing is the authoritative source.
SS&C Technologies Holdings, Inc. announced on May 3, 2024 the pricing of a private placement of $750 milliona of 6.500% Senior Notes due 2032.
The notes are being issued by its wholly-owned subsidiary, SS&C Technologies, Inc., at 100% of face value, and are guaranteed by the parent and its existing domestic restricted subsidiaries that guarantee its senior secured credit facilities. The offering is expected to close on May 9, 2024, subject to customary closing conditions, and the company estimates net proceeds of approximately $744 millionb after initial purchasers' discounts and estimated offering expenses. The company expects to use the note proceeds, together with the net proceeds of a term B-8 loan and cash on hand, to repay all amounts owed under the term B-3, B-4, B-5, B-6 and B-7 loans under its existing senior secured credit facilities, along with related fees and expenses.
Substantially concurrently with the notes closing, the term B-8 loan is expected to be entered into with its principal amount increased from $2,775.0 million to $3,935.0 millionc. The transaction is a refinancing of existing term loans that reshapes the company's debt structure through a combination of fixed-rate unsecured-style notes and a larger senior secured term loan.
The notes are being sold under Rule 144A and Regulation S, so they are not registered under the Securities Act. The filing's forward-looking statements caution that closing and use of proceeds are subject to risks described in the company's most recent Form 10-K.
02—Key points
Key Highlights
- Priced a $750 million private placement of 6.500% Senior Notes due 2032, issued at 100% of face value by subsidiary SS&C Technologies, Inc.
- Expected net proceeds of approximately $744 million after initial purchasers' discounts and estimated offering expenses
- Notes expected to close on May 9, 2024, subject to customary closing conditions
- Proceeds, together with the term B-8 loan and cash on hand, will repay term B-3 through B-7 loans under existing senior secured credit facilities
- Term B-8 loan principal expected to increase from $2,775.0 million to $3,935.0 million, entered into substantially concurrently with the notes closing
- Notes guaranteed by the parent and existing domestic restricted subsidiaries that guarantee the senior secured credit facilities
- Offering sold to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S, so the notes are unregistered
03—Questions
Frequently Asked Questions
What is the size and pricing of the new notes?
SS&C Technologies Holdings priced $750 million in aggregate principal amount of 6.500% senior notes due 2032, issued at 100% of face value.
Who issues the notes and who guarantees them?
The notes are issued by wholly-owned subsidiary SS&C Technologies, Inc. and guaranteed by the parent company and its existing domestic restricted subsidiaries that guarantee the senior secured credit facilities. Future domestic restricted subsidiaries that guarantee those facilities or certain other indebtedness would also guarantee the notes.
How will the company use the proceeds?
Together with the term B-8 loan proceeds and cash on hand, the proceeds will repay all amounts owed under the term B-3, B-4, B-5, B-6 and B-7 loans under the existing senior secured credit facilities, plus related fees and expenses.
How will the term B-8 loan change?
The principal amount of the term B-8 loan is expected to be increased from $2,775.0 million to $3,935.0 million, to be entered into substantially concurrently with the closing of the notes offering.
When is the offering expected to close?
The offering is expected to close on May 9, 2024, subject to customary closing conditions.
04—Continue