Business Context and Reporting Period
This Form 8-K Current Report was filed by SS&C Technologies Holdings, Inc. on July 21, 2011. The filing discloses the entry into a material definitive agreement regarding a secondary offering of common stock by existing selling stockholders.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The primary financial data disclosed relates to the capital transaction:
- Shares Sold: 7,000,000 shares of common stock.
- Price Per Share: $19.00.
- Total Proceeds: $133,000,000 (calculated from share count and price).
- Transaction Type: Secondary offering (proceeds go to selling stockholders, not the Company).
Material Changes
The material change reported is the execution of an underwriting agreement with Barclays Capital Inc. on July 21, 2011. The selling stockholders, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., agreed to sell their shares to the underwriter. This transaction does not represent a change in the Company's operational results or balance sheet liabilities, as the Company is not receiving the proceeds from this sale.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. It references press releases issued on July 21 and July 22, 2011, regarding the announcement and pricing of the offering, but does not detail specific risks or contingencies beyond the standard incorporation of the underwriting agreement by reference.
Investor Verification Checklist
- Verify that the proceeds from the $133 million offering are received by the selling stockholders (Carlyle Partners) and not the Company.
- Confirm the dilution impact on existing shareholders due to the issuance of 7,000,000 new shares.
- Review the full Underwriting Agreement (Exhibit 1.1) for lock-up provisions or other covenants affecting the selling stockholders.
- Check subsequent filings for the final closing date and any changes to the offering price.