Business Context and Reporting Period
This Form 8-K Current Report was filed by SS&C Technologies Holdings, Inc. and its subsidiary SS&C Technologies, Inc. on April 14, 2011. The report details the formal integration of two recently acquired subsidiaries, PC Consulting, Inc. (TimeShareWare) and BenefitsXML, Inc., into the company's existing debt structures.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, or liquidity metrics. The document focuses exclusively on legal agreements regarding debt obligations.
Material Changes and Agreements
The filing reports the following material definitive agreements and structural changes:
- Acquisition Integration: TimeShareWare (acquired December 6, 2010) and BenefitsXML (acquired March 10, 2011) have formally entered into Assumption Agreements dated April 14, 2011.
- Credit Agreement: Both subsidiaries became Additional Grantors under the company's Credit Agreement (dated November 23, 2005, as amended), granting security interests to the Administrative Agent (JPMorgan Chase Bank, N.A.).
- Indenture Guarantees: TimeShareWare and BenefitsXML entered into Fifth and Sixth Supplemental Indentures, respectively, becoming Guarantors for the company's 11 3/4% Senior Subordinated Notes due 2013. They unconditionally guaranteed all obligations under the Indenture.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. The primary risk disclosed is the expansion of the company's debt obligations to include the assets and liabilities of the new subsidiaries, thereby increasing the collateral pool and guarantor base for existing senior subordinated notes and credit facilities.
Investor Verification Checklist
- Verify the terms of the Credit Agreement and Indenture to understand the specific covenants now applicable to TimeShareWare and BenefitsXML.
- Confirm the total outstanding principal amount of the 11 3/4% Senior Subordinated Notes due 2013.
- Review the full text of the Assumption Agreements and Supplemental Indentures (Exhibits 10.1 through 10.6) for specific security interest details.
- Check subsequent filings for the financial impact of these acquisitions on consolidated earnings.