Business Context and Reporting Period
Company: SS&C Technologies Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Reporting Date: February 29, 2012 (Event Date: February 28, 2012)
Context: The Company announced the entry into a definitive Asset Purchase Agreement to acquire the PORTIA business from Thomson Reuters (Markets) LLC.
Key Financial Metrics
- Acquisition Price: $170 million, subject to post-closing working capital adjustment.
- Financing: Bank of America, N.A. has committed to a $175 million senior secured term loan to fund the purchase consideration and related fees.
- Assets Acquired: Intellectual property, contracts, trade accounts, notes receivable, prepaid charges, tangible assets, goodwill, and other intangible assets related to the PORTIA Business.
- Liabilities Assumed: Certain specified liabilities related to the PORTIA Business.
- Revenue/Profit/Cash Flow: The filing text does not provide current period revenue, profit, cash flow, or margin data.
Material Changes
This filing reports a material definitive agreement rather than a change in historical financial performance. The primary material change is the pending acquisition of the PORTIA Business, which is expected to close in the second quarter of 2012.
Outlook, Risks, and Contingencies
- Closing Conditions: The transaction is subject to regulatory approval and the satisfaction of customary closing conditions.
- Financing Conditions: The loan commitment is subject to customary conditions, including the consummation of the Acquisition and negotiation of definitive financing documentation. However, the consummation of the Acquisition itself is not subject to a financing condition.
- Timeline: Closing is expected in the second quarter of 2012.
Investor Verification Checklist
- Verify the final purchase price after the post-closing working capital adjustment.
- Confirm receipt of necessary regulatory approvals for the second-quarter closing.
- Review the definitive financing documentation terms with Bank of America, N.A.
- Assess the specific liabilities being assumed from Thomson Reuters.
- Monitor the integration plan for the PORTIA Business assets.