SS&C completes $1.2B convertible notes offering
Before September 1, 2031, holders can convert only under specified conditions; broader conversion rights begin on that date.
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Rhea-AI Filing Summary
SS&C Technologies Holdings Inc. (SSNC) completed a private offering of $1.2 billion of 2.75% convertible senior notes due December 1, 2031, including the initial purchasers’ fully exercised $150 million option. Interest is payable semiannually, and the initial conversion rate is 10.0540 shares per $1,000 principal amount, equivalent to approximately $99.46 per share. Net proceeds were approximately $1,176.0 million after the initial purchasers’ discount and before estimated offering expenses.
SS&C Technologies, Inc. borrowed $240 million of additional Term A-9 Loans and $750 million of additional Term B-8 Loans; revolving commitments increased by $400 million. SS&C used $112.8 million of note proceeds for capped call transactions and approximately $100.0 million to repurchase approximately 1.3 million shares at $79.57 per share. It will use the remainder of net proceeds, together with borrowings under the incremental loans and revolving facility, to redeem all $2.0 billion of its 5.500% Senior Notes due 2027; any remaining proceeds from the additional notes are for general corporate purposes. The capped calls have an initial cap price of approximately $139.25 per share.
Filing Explained
Convertible-note dilution is contingent: conversion is restricted until September 2031, and SS&C may settle in cash, shares, or both.
SS&C completed the
Before
8-K Event Classification
Key Figures
Key Terms
capped call transactions financial
fundamental change financial
cleanup redemption financial
Term SOFR financial
consolidated net secured leverage ratio financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Indenture and Notes
On November 6, 2026, SS&C Technologies Holdings, Inc. (the “Company”) completed its previously announced upsized private offering (the “Offering”) of $1,200,000,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2031 (the “Notes”), including $150,000,000 aggregate principal amount of Notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated November 6, 2026 (the “Indenture”), among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee.
The Notes are senior unsecured obligations of the Company and will mature on December 1, 2031, unless earlier converted, redeemed or repurchased. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SS&C Technologies, Inc., a wholly owned subsidiary of the Company, and each of the Company’s wholly owned domestic subsidiaries that guarantees SS&C Technologies, Inc.’s 6.500% Senior Notes due 2032 or certain qualified refinancings thereof. The Notes will bear cash interest at a rate of 2.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2027. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2031 only under the following circumstances: (1) during any fiscal quarter of the Company commencing after the Company’s fiscal quarter ending on December 31, 2026 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock, par value $0.01 per share (the “common stock”) for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 150% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called, in the case of an optional redemption (as defined below)) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after September 1, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.
The conversion rate for the Notes will initially be 10.0540 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $99.46 per share of common stock). The initial conversion price of the Notes represents a premium of approximately 25.0% over the last reported sale price of $79.57 per share of the common stock on the Nasdaq Global Select Market on November 4, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the terms of the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period (as set forth in the Indenture), as the case may be.
The Company may not redeem the Notes prior to December 5, 2029, except in the event of a cleanup redemption (as defined below). The Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described below), at its option, on a redemption date on or after December 5, 2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of redemption (such redemption, an “optional redemption”). If the Company elects to redeem less than all of the outstanding Notes in an optional redemption, at least $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to such optional redemption as of, and after giving effect to, delivery of the relevant notice of redemption (such limitation, the “partial redemption limitation”). In addition, subject to certain conditions described in the Indenture, the Company may redeem for cash all, but not less than all, of the Notes at any time prior to the 31st scheduled trading day immediately preceding the maturity date, if the aggregate principal amount of the Notes that remains outstanding as of the date the Company sends the related notice of redemption is less than $100,000,000 (such redemption, a “cleanup redemption”). The redemption price for any optional redemption or cleanup redemption will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the relevant redemption date. No sinking fund is provided for the Notes.
If the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a
fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default. The following events are considered “events of default” under the Indenture:
If an event of default (other than certain bankruptcy, insolvency or reorganization events with respect to the Company) occurs and is continuing, the trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all the outstanding Notes to be due and payable. In the case of certain bankruptcy, insolvency or reorganization events with respect to the Company, 100% of the principal of and accrued and unpaid interest, if any, on the Notes will automatically become due and payable. To the extent the Company so elects, the sole remedy for an event of default relating to the Company’s failure to comply with certain reporting obligations under the Indenture will, for the first 365 days after its occurrence, consist exclusively of the right to receive additional interest.
The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries) (each, a “business combination event”), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii)
immediately after giving effect to such business combination event, no default or event of default has occurred and is continuing under the Indenture.
A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
Capped Call Transactions
On November 4, 2026, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “base capped call transactions”) with certain of the initial purchasers of the Notes or affiliates thereof and certain other financial institutions (the “option counterparties”). In addition, on November 5, 2026, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “additional capped call transactions” and, together with the base capped call transactions, the “capped call transactions”) with each of the option counterparties. The capped call transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the Notes. The capped call transactions are expected generally to reduce the potential dilution to the common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to approximately $139.25 per share of common stock (which represents a premium of approximately 75% over the last reported sale price of the common stock of $79.57 per share on the Nasdaq Global Select Market on November 4, 2026), and is subject to customary adjustments under the terms of the capped call transactions. The capped call transactions are separate transactions, entered into by the Company with the option counterparties, and are not part of the terms of the Notes and will not change the holders’ rights under the Notes. Holders of the Notes will not have any rights with respect to the capped call transactions. A copy of the form of capped call confirmation is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
Credit Agreement Amendments
On November 6, 2026, SS&C Technologies, Inc. (the “Borrower”) entered into (i) the Incremental Joinder and Refinancing Amendment to Credit Agreement (the “TLA/RCF Amendment”), which amends its existing amended and restated credit agreement, dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date of the TLA/RCF Amendment, the “TLA/RCF Amended Credit Agreement”), by and among the Borrower, the Company, Morgan Stanley Senior Funding, Inc., as the administrative agent, certain lenders party thereto and the other parties from time to time party thereto and (ii) the Incremental Joinder and Amendment to Credit Agreement (the “TLB Amendment”), which amends the TLA/RCF Amended Credit Agreement (as amended by the TLB Amendment, the “Credit Agreement”), by and among the Borrower, the Company, Morgan Stanley Senior Funding, Inc., as the administrative agent, certain lenders party thereto and the other parties from time to time party thereto. Pursuant to the TLA/RCF Amendment, the Borrower borrowed $240 million in an aggregate principal amount of additional Term A-9 Loans (as defined in the Credit Agreement) (the “Incremental Term A-9 Loans”) and incurred additional Revolving Commitments (as defined in the Credit Agreement) in an aggregate principal amount of $400 million (the “Incremental Revolver Upsize”). Pursuant to the TLB Amendment, the Borrower borrowed $750 million in an aggregate principal amount of additional Term B-8 Loans (as defined in the Credit Agreement) (the “Incremental Term B-8 Loans”).
Pursuant to the TLA/RCF Amendment, the maturity date of the Term A-9 Loans (including the Incremental Term A-9 Loans) and the Revolving Facility (as defined in the Credit Agreement) (including the Incremental Revolver Upsize) was each extended to the earlier of November 6, 2031 (the “Term A-9 and Revolver Maturity Date”) or 91 days prior to the maturity of the Term B-8 Loans, if more than $250 million in an aggregate principal amount of Term B-8 Loans remain outstanding on the 91st day prior to such maturity. The Term A-9 Loans (including the Incremental Term A-9 Loans) will bear interest at the Borrower’s option, the Base Rate (as defined in the Credit Agreement), plus 0.50% per annum, or the Term SOFR (as defined in the Credit Agreement) rate, plus 1.50% per annum, with two leverage-based step-ups that each increase the interest rate margin by 0.25% per annum if the Company’s consolidated net leverage ratio is greater than 3.50x and 4.25x, respectively, and one leverage-based step-down that reduces the interest rate margin by 0.125% per annum if the Company’s consolidated net leverage ratio is less than or equal to 2.50x. The Term A-9 Loans (including the Incremental Term A-9 Loans) will amortize (in each case, payable in equal quarterly installments) at a rate of 2.5% per annum for the first eight fiscal quarters (commencing with the fiscal quarter ending March 31, 2027) and 5.0% per annum for each quarter thereafter until the Term A-9 and Revolver Maturity Date, upon which date the outstanding principal amount of the Term A-9 Loans (including the Incremental Term A-9 Loans) will be due. The Term A-9 Loans (including the Incremental Term A-9 Loans) and the Revolving Facility (including the Incremental Revolver Upsize) will be subject to a 5.25x consolidated net secured leverage ratio financial covenant commencing at the fiscal quarter ending September 30, 2026, which will, at the option of the Borrower, increase to 5.75x for four consecutive fiscal quarters following a material permitted acquisition, subject to terms and conditions set forth in the Credit Agreement. The terms of the Term A-9 Loans are otherwise substantially consistent with the terms of the Term B-8 Loans. The Revolving Loans (including the Incremental Revolver Upsize) will bear interest at the Borrower’s option, the Base Rate, plus 0.25% per annum, or the Term SOFR rate, plus 1.25% per annum, with one leverage-based step-up that increases the interest rate margin by 0.25% per annum if the Company’s consolidated net secured leverage ratio is greater than or equal to 2.75x.
The Incremental Term B-8 Loans will be incurred as a fungible increase to the Borrower’s existing Term B-8 Loans and on terms substantially consistent with the terms of the Borrower’s existing Term B-8 Loans, including a maturity date of May 9, 2031 and bearing interest at the Borrower’s option, the Base Rate, plus 1.00% per annum, or the Term SOFR rate, plus 2.00% per annum.
The foregoing descriptions of the TLA/RCF Amendment and TLB Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the TLA/RCF Amendment and the TLB Amendment, each of which is filed herewith as Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.
Proceeds
The Company’s net proceeds from the Offering, including from the sale of the additional Notes pursuant to the exercise in full of the initial purchasers’ option, were approximately $1,176.0 million, after deducting the initial purchasers’ discount but before deducting estimated offering expenses payable by the Company. The Company used $112.8 million of the net proceeds to pay the cost of the capped call transactions described above. The Company used approximately $100.0 million of the net proceeds to repurchase shares of its common stock in privately negotiated transactions effected with or through one of the initial purchasers or its affiliates concurrently with the pricing of the Notes (the “Share Repurchases”). The Company will use the remainder of the net proceeds, together with borrowings incurred under the Incremental Term A-9 Loans, the Incremental Term B-8 Loans and the Revolving Facility (as defined in the Credit Agreement), to redeem all of the $2.0 billion outstanding principal amount of the 5.500% Senior Notes due 2027 issued by SS&C Technologies, Inc., which mature on September 30, 2027, with any remaining net proceeds from the sale of the additional Notes to be used for general corporate purposes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated November 4, 2026 by and among the Company, the guarantors party thereto and the representatives of the initial purchasers.
The Notes, the guarantees and the shares of common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a registration statement for the resale of the Notes, the guarantees or any shares of common stock issuable upon conversion of the Notes.
Based on the initial conversion rate, the Notes are convertible into 12,064,800 shares of common stock and, in limited circumstances, are convertible into a maximum of 15,081,000 shares of common stock. The Notes are subject to customary anti-dilution adjustment provisions. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock.
Item 8.01 Other Events.
Share Repurchases
Concurrently with the pricing of the Notes, the Company used approximately $100.0 million of the net proceeds from the Offering to repurchase approximately 1.3 million shares of its common stock in the Share Repurchases. The purchase price per share of the common stock repurchased in the Share Repurchases was equal to the last reported sale price per share of the common stock on the Nasdaq Global Select Market on November 4, 2026, which was $79.57 per share. The settlement date of the Share Repurchases was November 6, 2026.
Press Releases
On November 4, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On November 5, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “would”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “future”, “continue”, or “appear’ or the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to certain risks and uncertainties that can cause actual results to differ materially from those described. Factors that may cause such differences include, but are not limited to: the state of the economy and the financial services industry and other industries in which our clients operate, our ability to realize anticipated benefits from our acquisitions, the effect of customer consolidation on demand for our products and services, the increased focus of our business on the hedge fund industry, the variability of revenue as a result of activity in the securities markets, our ability to retain and attract clients, fluctuations in customer demand for our products and services, the intensity of competition with respect to our products and services, our exposure to litigation and other claims, terrorist activities and other catastrophic events, disruptions, attacks or failures affecting our software-enabled services, risks associated with our foreign operations, privacy concerns relating to the collection and storage of personal information, evolving regulations and increased scrutiny from regulators, our ability to protect intellectual property assets and litigation regarding intellectual property rights, delays in product development, investment decisions concerning cash balances, tax risks, risks associated with our joint ventures, changes in accounting standards, risks related to our substantial indebtedness, the market price of our stock prevailing from time to time and the potential impact they may have on our business, financial condition, and results of operations. Additional information concerning these and other factors that may cause actual results to differ materially from those anticipated in the forward-looking statements is contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K and in the Company's other periodic and current reports and filings with the U.S. Securities and Exchange Commission. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or prospects to be materially different from any future results, performance, achievements or prospects expressed in or implied by such forward-looking statements. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this document.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Description of Exhibit |
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4.1 |
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Indenture, dated as of November 6, 2026, among SS&C Technologies Holdings, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee. |
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4.2 |
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Form of Global Note, representing SS&C Technologies Holdings, Inc.’s 2.75% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1). |
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10.1 |
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Form of Capped Call Confirmation. |
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10.2 |
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Incremental Joinder and Refinancing Amendment to Credit Agreement. |
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10.3 |
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Incremental Joinder and Amendment to Credit Agreement. |
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99.1 |
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Press release titled “SS&C Announces Proposed Private Placement of $1.0 Billion of Convertible Senior Notes Due 2031,” dated November 4, 2026. |
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99.2 |
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Press release titled “SS&C Announces Pricing of Upsized Offering of $1.05 Billion of 2.75% Convertible Senior Notes Due 2031,” dated November 5, 2026. |
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104 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SS&C TECHNOLOGIES HOLDINGS, INC. |
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Date: November 9, 2026 |
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By: |
/s/ Brian N. Schell |
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Brian N. Schell |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
SS&C Announces Proposed Private Placement of $1.0 Billion of Convertible Senior Notes Due 2031
WINDSOR, Conn.--(BUSINESS WIRE)—Nov. 4, 2026 -- SS&C Technologies Holdings, Inc. (the “Company” or “SS&C”) (NASDAQ: SSNC), a global provider of investment, financial and healthcare technology and technology-enabled services, today announced that it intends to offer, subject to market conditions and other factors, $1.0 billion aggregate principal amount of Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). SS&C also intends to grant the initial purchasers of the notes an option to purchase, for settlement during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $150.0 million aggregate principal amount of the notes.
The notes will be general senior unsecured obligations of SS&C and will accrue interest payable semiannually in arrears. The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SS&C Technologies, Inc., a wholly owned subsidiary of SS&C, and each of SS&C’s wholly owned domestic subsidiaries that guarantees SS&C Technologies, Inc.’s 6.500% Senior Notes due 2032 or certain qualified refinancings thereof. Upon conversion, SS&C will pay or deliver, as the case may be, cash, shares of SS&C’s common stock or a combination of cash and shares of SS&C’s common stock, at SS&C’s election. The final terms of the notes, including the interest rate, the initial conversion rate and certain other terms, will be determined at the time of the pricing of the notes.
The offering is part of a series of refinancing transactions, including the proposed refinancing transactions described below, through which SS&C intends to refinance its 5.500% Senior Notes due 2027, which mature on September 30, 2027 (the “2027 Senior Notes”). SS&C expects to use the net proceeds from the offering (i) to pay the cost of the privately negotiated capped call transactions described below, (ii) to repurchase up to $100.0 million of shares of its common stock concurrently with the pricing of the notes, as described below, and (iii) the remainder, together with borrowings under the incremental Term A-9 Loans, the incremental Term B-8 Loans and its revolving credit facility, to redeem all of the $2,000.0 million outstanding aggregate principal amount of the 2027 Senior Notes. This press release does not constitute a notice of redemption with respect to the 2027 Senior Notes.
In addition to the offering, SS&C intends to enter into one or more amendments to its existing credit agreement to, among other things, (i) incur up to $500.0 million of incremental Term B-8 Loans, (ii) incur up to $240.0 million of incremental Term A-9 Loans, (iii) increase the commitments under its revolving credit facility by up to $400.0 million and (iv) extend the maturity of each of the Term A-9 Loans and the revolving credit facility to November 2031 (collectively, the “proposed refinancing transactions”). SS&C has not entered into definitive documentation for any of the proposed refinancing transactions, and the proposed refinancing transactions may be completed in one or more transactions, at different times, and before, concurrently with or after the closing of the offering. The completion of the offering is not contingent on the completion of the proposed refinancing transactions, and there can be no assurance that SS&C will complete the proposed refinancing transactions on the terms described in this press release or at all. Nothing in this press release constitutes an offer to sell or a solicitation of an offer to buy any securities or other indebtedness to be issued or incurred in connection with the proposed refinancing transactions.
In connection with the pricing of the notes, SS&C expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of SS&C’s common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce the potential dilution to SS&C’s common stock upon any conversion of notes and/or offset any cash payments SS&C is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, SS&C expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties, with the remainder to be used for general corporate purposes.
In connection with establishing their initial hedges of the capped call transactions, SS&C expects that the option counterparties or their respective affiliates will purchase shares of SS&C’s common stock and/or enter into various derivative transactions with respect to SS&C’s common stock concurrently with or shortly after the pricing of the
notes. This activity could increase (or reduce the size of any decrease in) the market price of SS&C’s common stock or the notes at that time.
In addition, SS&C expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to SS&C’s common stock and/or purchasing or selling SS&C’s common stock or other securities of SS&C in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any early conversion, repurchase, or redemption of the notes, to the extent SS&C unwinds a corresponding portion of the capped call transactions, or if SS&C otherwise unwinds all or a portion of the capped call transactions, and during the final observation period for the conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of SS&C’s common stock or the notes, which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration, if any, that a holder of notes will receive upon conversion of the notes.
Concurrently with the pricing of the notes, SS&C intends to use a portion of the net proceeds from the offering to repurchase up to $100.0 million of shares of its common stock in privately negotiated transactions with or through one of the initial purchasers or its affiliates (the “share repurchases”). The share repurchases could increase, or reduce the size of any decrease in, the market price of SS&C’s common stock resulting in a higher effective conversion price for the notes. SS&C expects the purchase price per share of common stock repurchased in the share repurchases to equal the closing price of SS&C’s common stock on the Nasdaq Global Select Market on the date of pricing of the notes. No assurance can be given as to how much, if any, of SS&C’s common stock will be repurchased or the terms on which it will be repurchased. The offering is not contingent upon the repurchase by SS&C of its common stock. SS&C may also conduct further repurchases of its common stock after the offering of the notes. This press release is not an offer to repurchase SS&C’s common stock.
The offer and sale of the notes, the guarantees and any shares of SS&C’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, the notes, the guarantees and such shares may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy the notes, the guarantees or any shares of SS&C’s common stock issuable upon the conversion of the notes, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
Caution Regarding Forward-Looking Statements
Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance, underlying assumptions, and other statements that are other than statements of historical facts. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “estimates”, “projects”, “forecasts”, “may”, “assume”, “intend”, “will”, “continue”, “opportunity”, “predict”, “potential”, “future”, “guarantee”, “likely”, “target”, “indicate”, “would”, “could” and “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Such statements reflect management’s best judgment based on factors currently known but are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, risks relating to the offering, the anticipated use of the proceeds therefrom, the capped call transactions, the share repurchases, the redemption of the 2027 Senior Notes, the proposed refinancing transactions, the transactions entered into by the option counterparties, the state of the economy and the financial services industry and other industries in which the Company’s clients operate, the Company’s ability to realize anticipated benefits from its acquisitions, the effect of customer consolidation on demand for the Company’s products and services, the variability of revenue as a result of activity in the securities markets, the focus of the Company’s business on the asset management industry, the ability to retain and attract
clients, the intensity of competition with respect to the Company’s products and services, risks from cyber-attacks, breaches of digital security, IT system failures and network disruptions, risks associated with third party providers, fluctuations in the Company’s operating results, terrorist activities and other catastrophic events, risks associated with the Company’s foreign operations, privacy concerns relating to the collection and storage of personal information, evolving regulations and increased scrutiny from regulators, the Company’s ability to protect intellectual property assets and litigation regarding intellectual property rights, delays in product development, investment decisions concerning cash balances, tax risks, risks associated with the Company’s joint ventures, changes in accounting standards, evolving regulation and scrutiny from regulators, the Company’s exposure to litigation and other claims, risks related to the Company’s substantial indebtedness, and the market price of the Company’s stock prevailing from time to time, and the risks discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are on file with the Securities and Exchange Commission and can also be accessed on our website. Such “Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Undue reliance should not be placed on any such forward-looking statements. Forward-looking statements speak only as of the date on which they are made and, except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements.
About SS&C Technologies
SS&C is a leading provider of mission-critical, AI-powered technology and services empowering financial services and healthcare organizations to work smarter, faster, and securely. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices worldwide. More than 23,000 financial services and healthcare organizations, from the world's largest companies to small and mid-market firms, rely on SS&C for expertise, scale and technology.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261103724834/en/
Brian Schell
Chief Financial Officer
Tel: +1-816-642-0915
E-mail: InvestorRelations@sscinc.com
Justine Stone
Head of Investor Relations
Tel: +1-212-367-4705
E-mail: InvestorRelations@sscinc.com
Exhibit 99.2
SS&C Announces Pricing of Upsized Offering of $1.05 Billion of 2.75% Convertible Senior Notes Due 2031
WINDSOR, Conn.--(BUSINESS WIRE)—Nov. 5, 2026 -- SS&C Technologies Holdings, Inc. (the “Company” or “SS&C”) (NASDAQ: SSNC), a global provider of investment, financial and healthcare technology and technology-enabled services, today announced the pricing of $1.05 billion aggregate principal amount of 2.75% Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The aggregate principal amount of the offering was increased from the previously announced offering size of $1.0 billion. SS&C has also granted the initial purchasers of the notes an option to purchase, for settlement during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $150.0 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on November 6, 2026, subject to customary closing conditions.
The notes will be general senior unsecured obligations of SS&C and will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SS&C Technologies, Inc., a wholly owned subsidiary of SS&C, and each of SS&C’s wholly owned domestic subsidiaries that guarantees SS&C Technologies, Inc.’s 6.500% Senior Notes due 2032 or certain qualified refinancings thereof. The notes will accrue interest at a rate of 2.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2027. The notes will mature on December 1, 2031, unless earlier converted, redeemed or repurchased.
The offering is part of a series of refinancing transactions, including the proposed refinancing transactions described below, through which SS&C intends to refinance its 5.500% Senior Notes due 2027, which mature on September 30, 2027 (the “2027 Senior Notes”). SS&C estimates that the net proceeds from the offering will be approximately $1,029 million (or approximately $1,176 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount but before deducting estimated offering expenses payable by SS&C. SS&C expects to use the net proceeds from the offering (i) to pay the approximately $99 million cost of the privately negotiated capped call transactions described below, (ii) to repurchase approximately $100 million of shares of SS&C’s common stock concurrently with the pricing of the notes, as described below, and (iii) the remainder, together with borrowings under the incremental Term A-9 Loans, the incremental Term B-8 Loans and its revolving credit facility, to redeem all of the $2,000.0 million outstanding aggregate principal amount of the 2027 Senior Notes. This press release does not constitute a notice of redemption with respect to the 2027 Senior Notes. If the initial purchasers exercise their option to purchase additional notes, SS&C expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties, with the remainder to be used for general corporate purposes.
In addition to the offering, SS&C intends to enter into one or more amendments to its existing credit agreement to, among other things, (i) incur up to $750.0 million of incremental Term B-8 Loans, (ii) incur up to $240.0 million of incremental Term A-9 Loans, (iii) increase the commitments under its revolving credit facility by up to $400.0 million and (iv) extend the maturity of each of the Term A-9 Loans and the revolving credit facility to November 2031 (collectively, the “proposed refinancing transactions”). SS&C has not entered into definitive documentation for any of the proposed refinancing transactions, and the proposed refinancing transactions may be completed in one or more transactions, at different times, and before, concurrently with or after the closing of the offering. The completion of the offering is not contingent on the completion of the proposed refinancing transactions, and there can be no assurance that SS&C will complete the proposed refinancing transactions on the terms described in this press release or at all. Nothing in this press release constitutes an offer to sell or a solicitation of an offer to buy any securities or other indebtedness to be issued or incurred in connection with the proposed refinancing transactions.
The notes will be convertible at the option of holders in certain circumstances. Upon conversion, SS&C will pay or deliver, as the case may be, cash, shares of SS&C’s common stock or a combination of cash and shares of SS&C’s common stock, at SS&C’s election. The conversion rate will initially be 10.0540 shares of SS&C’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $99.46 per share of SS&C’s common stock). The initial conversion price represents a premium of approximately 25.0% over the last reported sale price of $79.57 per share of SS&C’s common stock on the Nasdaq Global Select Market on November 4, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued
and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if SS&C delivers a notice of redemption, it will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period, as the case may be.
SS&C may not redeem the notes prior to December 5, 2029, except in the event of a cleanup redemption as described below. SS&C may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on a redemption date on or after December 5, 2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of SS&C’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which SS&C provides the related notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (such redemption, an “optional redemption”). In addition, subject to certain conditions, SS&C may redeem for cash all, but not less than all, of the notes at any time prior to the 31st scheduled trading day immediately preceding the maturity date if the aggregate principal amount of the notes that remains outstanding at such time is less than $100.0 million, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (such redemption, a “cleanup redemption”).
If SS&C undergoes a “fundamental change” (as defined in the indenture that will govern the notes), then, subject to certain conditions and exceptions, holders may require SS&C to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
In connection with the pricing of the notes, SS&C entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of SS&C’s common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to SS&C’s common stock upon any conversion of notes and/or offset any cash payments SS&C is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
The cap price of the capped call transactions is initially approximately $139.25 per share of SS&C’s common stock, which represents a premium of approximately 75% over the last reported sale price of $79.57 per share of SS&C’s common stock on the Nasdaq Global Select Market on November 4, 2026, and is subject to certain adjustments under the terms of the capped call transactions.
SS&C has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of SS&C’s common stock and/or enter into various derivative transactions with respect to SS&C’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of SS&C’s common stock or the notes at that time. In addition, SS&C has been advised that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to SS&C’s common stock and/or purchasing or selling SS&C’s common stock or other securities of SS&C in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any early conversion, repurchase, or redemption of the notes, to the extent SS&C unwinds a corresponding portion of the capped call transactions, or if SS&C otherwise unwinds all or a portion of the capped call transactions, and during the final observation period for the conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of SS&C’s common stock or the notes, which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration, if any, that a holder of notes will receive upon conversion of the notes.
SS&C intends to use approximately $100 million of the net proceeds from the offering to repurchase approximately 1.3 million shares of SS&C’s common stock in privately negotiated transactions with or through one of the initial
purchasers or its affiliates concurrently with the pricing of the notes (the “share repurchases”). The purchase price per share of common stock repurchased in the share repurchases is equal to the closing price per share of SS&C’s common stock on the Nasdaq Global Select Market on November 4, 2026, which was $79.57 per share. The share repurchases could increase, or reduce the size of any decrease in, the market price of SS&C’s common stock, and could result in a higher effective conversion price for the notes. The completion of the offering of the notes is not contingent upon the completion of the share repurchases. SS&C may also conduct further repurchases of its common stock after the offering of the notes is completed. This press release is not an offer to repurchase SS&C’s common stock.
The notes were only offered to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The offer and sale of the notes, the guarantees and any shares of SS&C’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, the notes, the guarantees and such shares may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy the notes, the guarantees or any shares of SS&C’s common stock issuable upon the conversion of the notes, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
Caution Regarding Forward-Looking Statements
Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance, underlying assumptions, and other statements that are other than statements of historical facts. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “estimates”, “projects”, “forecasts”, “may”, “assume”, “intend”, “will”, “continue”, “opportunity”, “predict”, “potential”, “future”, “guarantee”, “likely”, “target”, “indicate”, “would”, “could” and “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Such statements reflect management’s best judgment based on factors currently known but are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, risks relating to the closing of the offering, the anticipated use of the proceeds therefrom, the capped call transactions, the share repurchases, the redemption of the 2027 Senior Notes, the proposed refinancing transactions, the transactions entered into by the option counterparties, the state of the economy and the financial services industry and other industries in which the Company’s clients operate, the Company’s ability to realize anticipated benefits from its acquisitions, the effect of customer consolidation on demand for the Company’s products and services, the variability of revenue as a result of activity in the securities markets, the focus of the Company’s business on the asset management industry, the ability to retain and attract clients, the intensity of competition with respect to the Company’s products and services, risks from cyber-attacks, breaches of digital security, IT system failures and network disruptions, risks associated with third party providers, fluctuations in the Company’s operating results, terrorist activities and other catastrophic events, risks associated with the Company’s foreign operations, privacy concerns relating to the collection and storage of personal information, evolving regulations and increased scrutiny from regulators, the Company’s ability to protect intellectual property assets and litigation regarding intellectual property rights, delays in product development, investment decisions concerning cash balances, tax risks, risks associated with the Company’s joint ventures, changes in accounting standards, evolving regulation and scrutiny from regulators, the Company’s exposure to litigation and other claims, risks related to the Company’s substantial indebtedness, and the market price of the Company’s stock prevailing from time to time, and the risks discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are on file with the Securities and Exchange Commission and can also be accessed on our website. Such “Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Undue reliance should not be placed on any such forward-looking statements. Forward-looking statements speak only as of the date on which they are made and,
except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements.
About SS&C Technologies
SS&C is a leading provider of mission-critical, AI-powered technology and services empowering financial services and healthcare organizations to work smarter, faster, and securely. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices worldwide. More than 23,000 financial services and healthcare organizations, from the world's largest companies to small and mid-market firms, rely on SS&C for expertise, scale and technology.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261104371215/en/
Brian Schell
Chief Financial Officer
Tel: +1-816-642-0915
E-mail: InvestorRelations@sscinc.com
Justine Stone
Head of Investor Relations
Tel: +1-212-367-4705
E-mail: InvestorRelations@sscinc.com