Business Context and Reporting Period
SS&C Technologies Holdings Inc. filed this Form 8-K on June 17, 2015, to disclose pro forma financial information regarding its pending acquisition of Advent Software, Inc. (the "Advent Acquisition"). The transaction was originally announced via a Merger Agreement filed on February 3, 2015.
Key Financial Metrics
This filing does not contain historical financial results, revenue, profit, cash flow, or debt metrics for SS&C Technologies. Instead, it references Exhibit 99.1, which contains unaudited pro forma combined condensed financial information giving effect to the Advent Acquisition for:
- The three months ended March 31, 2015.
- The year ended December 31, 2014.
- The balance sheet as of March 31, 2015.
Specific numerical values for revenue, margins, or liquidity are not provided in the text of this summary report.
Material Changes and Transaction Status
The primary material event is the pending merger with Advent Software. The filing states that the completion of the acquisition is subject to customary conditions, including:
- Receipt of all required regulatory approvals.
- Absence of legal restraints prohibiting the transaction.
- Performance of obligations under the Merger Agreement.
- Accuracy of representations and warranties.
- No material adverse change at Advent.
The Company explicitly states there can be no assurance that the acquisition will occur on a timely basis or at all.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the ability to consummate the Advent Acquisition. Management cautions that actual results may vary materially from expectations. The Company disclaims any obligation to update these statements. Investors are directed to the 2014 Form 10-K and first quarter 2015 Form 10-Q for detailed risk factors.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific unaudited pro forma financial figures.
- Verify the status of regulatory approvals required for the Advent Acquisition.
- Check for any material adverse changes at Advent Software since the Merger Agreement was signed.
- Consult the most recent Form 10-K and 10-Q for historical financial performance and detailed risk factors.