SS&C Technologies $1.2 billion convertible notes offering and $1.39 billion credit facilities

Davis Polk advised SS&C Technologies Holdings, Inc. in connection with an offering of $1.2 billion aggregate principal amount of its 2.75% convertible senior notes due 2031, which included $150 million aggregate principal amount of notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes. The notes are guaranteed by SS&C Technologies, Inc., a wholly owned subsidiary of the company, and certain of the company’s other subsidiaries. The notes are convertible into cash, shares of common stock or a combination of cash and common stock. We also advised the company on the capped call transactions related to the convertible senior notes offering. The company used a portion of the net proceeds from the offering to pay the cost of the capped call transactions and to repurchase approximately $100 million of its common stock, and intends to use the remainder, together with borrowings under its incremental term A-9 loans, incremental term B-8 loans and revolving credit facility, to redeem all $2.0 billion outstanding principal amount of SS&C Technologies 5.500% senior notes due 2027, with any remaining net proceeds from the sale of the additional notes to be used for general corporate purposes.

Davis Polk also advised SS&C Technologies Holdings on a $240 million incremental term A-9 loan facility, a $400 million incremental revolving credit facility and a $750 million incremental term B-8 loan facility. The proceeds of the incremental term A-9 loan facility and incremental term B-8 loan facility will be used to redeem in part $2.0 billion outstanding principal amount of SS&C Technologies 5.500% senior notes due 2027, with any remaining net proceeds to be used for general corporate purposes.

SS&C is a leading provider of mission-critical, AI-powered technology and services empowering financial services and healthcare organizations to work smarter, faster and securely.

The Davis Polk capital markets team included partner Shane Tintle and associates Marcus Holtzman and Jisoo Kim. The equity derivatives team included partner Mark J. DiFiore, counsel Katharine O’Banion and M. Faisal Baloch and associates Ji Hwan Kim, Selena (Zhijun) Fu and Zifeng Zeng. The Davis Polk finance team included partner Scott M. Herrig and associates Eric Cummings and Phoebe Lyons. Members of the Davis Polk team are based in the New York and London offices.