Debt | Note 6—Debt At June 30, 2024 and December 31, 2023, debt consisted of the following (in millions): June 30, December 31, 2024 2023 Senior secured credit facilities, weighted-average interest rate of 7.34 % and 7.35 %, respectively $ 3,900.0 $ 4,755.1 5.5 % senior notes due 2027 2,000.0 2,000.0 6.5 % senior notes due 2032 750.0 — Unamortized original issue discount and debt issuance costs ( 35.9 ) ( 35.1 ) 6,614.1 6,720.0 Less: current portion of long-term debt 39.0 51.5 Long-term debt $ 6,575.1 $ 6,668.5 The table below provides a summary of the key terms of our Senior Secured Credit Facilities and Senior Notes: Amount Outstanding Maturity Scheduled Quarterly (in millions) Date Payments Required Senior Secured Credit Facilities Term Loan B-8 $ 3,900.0 May 9, 2031 0.25 % Revolving Credit Facility — December 28, 2027 None 5.5 % Senior Notes 2,000.0 September 30, 2027 None 6.5 % Senior Notes 750.0 June 1, 2032 None Senior Secured Credit Facilities and Senior Notes On May 9, 2024, we entered into the Incremental Joinder & First Amendment to Credit Agreement (the “Amendment”) which amends our existing amended and restated credit agreement, dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Pursuant to the Amendment, we borrowed $ 3,935.0 million in aggregate principal amount of incremental term B-8 loans (the “Term B-8 Loans”). The Term B-8 Loans bear interest at, at our option, the Base Rate (as defined in the Amendment), plus 1.00% per annum, or the Term SOFR Rate (as defined in the Amendment), plus 2.00% per annum. Also on May 9, 2024, we issued $ 750.0 million aggregate principal amount of 6.5 % Senior Notes due 2032 (the “6.5% Senior Notes”). The 6.5% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of our existing and future senior indebtedness. The 6.5% Senior Notes are fully and unconditionally guaranteed, jointly and severally, by SS&C Holdings and all of its existing domestic restricted subsidiaries (other than SS&C Technologies) that guarantee our existing senior secured credit facilities and future domestic restricted subsidiaries that guarantee our existing senior secured credit facilities and certain other indebtedness. Interest on the 6.5% Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The net proceeds of the Term B-8 Loans and from the sale of the 6.5 % Senior Notes were used to repay all amounts owed under the term B-3 loans, the term B-4 loans, the term B-5 loans, the term B-6 loans and the term B-7 loans (together, the “Existing Term Loans”) under the Credit Agreement, as well as to pay related fees and expenses. Debt issuance costs and loss on extinguishment of debt We evaluated the borrowing of our Term B-8 Loans and issuance of 6.5 % Senior Notes and the repayment of our Existing Term Loans in accordance with FASB Accounting Standards Codification 470-50, Debt Modifications and Extinguishments . We determined that the new debt borrowing and issuance and existing debt repayment were two independent transactions due to the fact that (i) no single investor held a significant concentration of both the old and the new debt, (ii) none of the old investors were included in negotiations with creditors about modifying the old debt, and (iii) all lenders were provided the same opportunity to participate in the new debt regardless of whether they were an existing lender. Consequently, the refinancing was accounted for as a debt extinguishment. As a result, we capitalized an aggregate of $ 34.5 million in financing costs during the three months ended June 30, 2024, which represent new third-party costs. The Existing Term Loans borrowing costs of $ 27.7 million were expensed and are included in Loss on extinguishment of debt in the Condensed Consolidated Statement of Comprehensive Income during the three months ended June 30, 2024. Fair Value of Debt The carrying amounts and fair values of financial instruments are as follows (in millions): June 30, 2024 December 31, 2023 Carrying Fair Carrying Fair Amount Value Amount Value Financial liabilities: Senior secured credit facilities $ 3,873.8 $ 3,915.8 $ 4,722.7 $ 4,774.4 5.5 % senior notes due 2027 1,997.7 1,972.1 1,997.3 1,974.0 6.5 % senior notes due 2032 742.6 757.6 — — The above fair values, which are Level 2 liabilities, were computed based on comparable quoted market prices. The fair values of cash, accounts receivable, net, short-term borrowings, and accounts payable approximate the carrying amounts due to the short-term maturities of these instruments. |