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SS&C Technologies Holdings 8-K Report, Material Agreement (May 9, 2024)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed May 9, 2024
Period End
May 9, 2024
Security
SSNC
In the record · 2016–202610-K1210-Q328-K107

SSNC filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 107 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’17Mar ’17
  2. Leadership change8-K · Aug ’19Aug ’19
  3. Deal closed8-K · Mar ’22Mar ’22
  4. Leadership change8-K · May ’26May ’26

01—Abstract

Summary

Summary of the 8-K filed May 9, 2024. Cited figures are marked; the original filing is the authoritative source.

On May 9, 2024, SS&C Technologies, Inc., a direct wholly-owned subsidiary of SS&C Technologies Holdings, Inc. (the Parent), issued $750 milliona of 6.500% Senior Notes due June 1, 2032, at 100% of face value in a private placement under Rule 144A and Regulation S.

The Notes are senior unsecured obligations, fully and unconditionally guaranteed by the Parent and certain domestic restricted subsidiaries, and are effectively subordinated to secured indebtedness, including the senior secured credit facilities, and to liabilities of non-guarantor subsidiaries. Interest is payable semi-annually beginning December 1, 2024. The Issuer may redeem the Notes at a make-whole premium before June 1, 2027, and at stated redemption prices thereafter (103.250%b in 2027, 101.625% in 2028, and 100.000% in 2029 and thereafter).

Upon a change of control triggering event, the Issuer must offer to repurchase the Notes at 101% of principal plus accrued interest. On the same date, SS&C Technologies, Inc. entered into an Incremental Joinder & First Amendment to its Credit Agreement, under which it borrowed $3,935 millionc of incremental Term B-8 Loans maturing May 9, 2031. The Term B-8 Loans bear interest at either the Base Rate plus 1.00% or Term SOFR plus 2.00%, and carry a 1.00% repricing premium on certain repricing transactions completed within six months.

The filing states that the net proceeds from the Term B-8 Loans and the Notes were used to repay the term B-3 through B-7 loans under the Credit Agreement, along with related fees and expenses. The Notes' covenants restrict incurrence of debt, certain investments, asset sales, dividends and distributions, affiliate transactions, and liens, and certain covenants are suspended while the Notes hold investment grade ratings from two of S&P Global Ratings, Moody's Investors Service, or Fitch Ratings. The refinancing replaces the term B-3 through B-7 loans with new term loans and fixed-rate senior notes, and the filing describes these as the key debt-related actions.

02—Key points

Key Highlights

  1. Issued $750 million of 6.500% Senior Notes due 2032 at 100% of face value through SS&C Technologies, Inc., guaranteed by the Parent and certain domestic subsidiaries.
  2. Borrowed $3,935 million of incremental Term B-8 Loans maturing May 9, 2031, priced at Base Rate plus 1.00% or Term SOFR plus 2.00%.
  3. Proceeds from the Notes and Term B-8 Loans were used to repay term B-3 through B-7 loans under the Credit Agreement, plus related fees and expenses.
  4. The Notes are senior unsecured and effectively subordinated to secured debt, including the senior secured credit facilities, and to liabilities of non-guarantor subsidiaries.
  5. Notes may be redeemed at a make-whole premium before June 1, 2027, with redemption prices of 103.250% in 2027, 101.625% in 2028, and 100.000% in 2029 and thereafter.
  6. A change of control triggering event requires an offer to repurchase the Notes at 101% of principal plus accrued interest.
  7. Certain covenants are suspended while the Notes hold investment grade ratings from two of the three named rating agencies and no default exists.

03—Questions

Frequently Asked Questions

  1. How much debt did SS&C Technologies raise in this transaction?

    The company issued $750 million of 6.500% Senior Notes due 2032 and borrowed $3,935 million of incremental Term B-8 Loans due May 9, 2031.

  2. What were the proceeds used for?

    The filing states that the net proceeds from the Term B-8 Loans and the Notes were used to repay the term B-3, B-4, B-5, B-6, and B-7 loans under the Credit Agreement, as well as to pay related fees and expenses.

  3. When do interest payments and maturities occur?

    The Notes mature June 1, 2032, and pay interest semi-annually on June 1 and December 1, beginning December 1, 2024. The Term B-8 Loans mature May 9, 2031.

  4. Who guarantees the Notes and how do they rank?

    The Notes are guaranteed by the Parent and all existing domestic restricted subsidiaries that guarantee the senior secured credit facilities, and by future subsidiaries that guarantee those facilities or certain other indebtedness. The Notes are senior unsecured and rank equally with existing and future senior indebtedness, but are effectively subordinated to secured debt and to liabilities of non-guaranteeing subsidiaries.

  5. What happens if there is a change of control?

    If a change of control triggering event occurs, the Issuer must offer to repurchase the Notes at 101% of the aggregate principal amount, plus accrued and unpaid interest, subject to certain conditions.

04—Continue

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