Business Context and Reporting Period
Company: SS&C Technologies Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 8, 2013
Event: Entry into a Material Definitive Agreement regarding a secondary offering of common stock.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital transaction.
| Metric | Value |
|---|---|
| Shares Sold | 7,500,000 |
| Price Per Share | $31.98 |
| Transaction Type | Secondary Offering (Selling Stockholders) |
| Underwriters | Barclays Capital Inc. and Citigroup Global Markets Inc. |
| Selling Stockholders | Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. |
Material Changes
The filing reports the execution of an Underwriting Agreement on May 8, 2013. The transaction involves the sale of shares by existing stockholders (Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P.) rather than the issuance of new shares by the Company. Consequently, the Company does not receive proceeds from this transaction.
Guidance, Outlook, and Risks
Management Commentary: The Company issued press releases on May 8 and May 9, 2013, announcing the secondary offering and its pricing. The filing incorporates these press releases by reference.
Risks and Contingencies: The filing does not explicitly detail new risks or contingencies beyond the standard disclosure of the underwriting agreement terms. The transaction is a secondary sale, meaning it does not directly impact the Company's balance sheet or cash position.
Investor Verification Checklist
- Verify that the 7,500,000 shares sold are from existing stockholders and do not result in dilution of the Company's capital base (secondary offering).
- Confirm the total gross proceeds to the Selling Stockholders (7,500,000 shares x $31.98).
- Review the full Underwriting Agreement (Exhibit 1.1) for lock-up provisions or other covenants affecting future trading.
- Check the press releases (Exhibits 99.1 and 99.2) for any additional context regarding the Selling Stockholders' exit strategy.