Business Context and Reporting Period
This Form 8-K, filed on December 7, 2021, reports on events occurring on December 1, 2021. SS&C Technologies Holdings Inc. (SS&C) announced a definitive agreement to acquire Blue Prism Group plc, a provider of robotic process automation software. The transaction is structured as a recommended offer via a Court-sanctioned scheme of arrangement under UK law.
Key Financial Metrics and Transaction Terms
- Acquisition Consideration: SS&C will pay £12.75 in cash per Blue Prism share.
- Total Enterprise Value: Approximately £1,243 million (estimated at US $1,650 million based on the exchange rate at the time of the offer).
- Financing Structure:
- Interim Facility: A term loan facility of US $1,680 million arranged by Royal Bank of Canada (RBC) to fund the acquisition.
- Incremental Term Loan: A commitment letter from RBC for up to US $1,680 million in incremental term loans to replace the interim facility.
- Interim Facility Terms:
- Maturity: 90 days after the first drawdown.
- Interest Rate: Applicable margin of 1.00% (alternate base rate) or 2.00% (adjusted LIBOR) plus funding costs.
- Security: Secured by a debenture over all assets of the acquisition subsidiary (Bidco) and guaranteed by SS&C.
Material Changes and Conditions
The filing details the entry into a Material Definitive Agreement and the creation of a direct financial obligation. The acquisition is subject to several material conditions, including:
- Approval by a majority of Blue Prism shareholders at the Court Meeting and General Meeting.
- Receipt of applicable antitrust and regulatory clearances.
- Sanction of the scheme by the Court.
- Completion is expected in the first quarter of 2022, subject to conditions.
Outlook, Risks, and Management Commentary
Management expects the transaction to close in Q1 2022. The filing includes a comprehensive cautionary statement regarding forward-looking statements, noting that actual results may differ due to risks such as regulatory delays, failure to obtain shareholder approval, changes in economic conditions, currency fluctuations, and integration challenges. The interim financing is temporary and must be refinanced within 90 days of drawdown.
Investor Verification Checklist
- Verify the final exchange rate impact on the total US dollar consideration at the time of closing.
- Monitor the status of regulatory and antitrust approvals required for the UK scheme of arrangement.
- Confirm the successful execution of the definitive financing documents to replace the interim facility within the 90-day window.
- Review the full text of the Co-operation Agreement and Interim Facility Agreement (Exhibits 2.1 and 10.1) for specific termination rights and covenants.
- Assess the potential dilution or debt load impact on SS&C's balance sheet post-acquisition.