UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2014
SS&C Technologies Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 01-34675 | 71-0987913 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 80 Lamberton Road, Windsor, CT | 06095 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (860) 298-4500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into Material Definitive Agreement
On February 12, 2014, SS&C Technologies Holdings, Inc., a Delaware corporation (“SS&C Holdings”), entered into a Sixth Amendment to Credit Agreement (the “Amendment”), amending the Credit Agreement, dated as of March 14, 2012 (as amended, the “Credit Agreement”), among SS&C Technologies, Inc., a Delaware corporation and wholly owned subsidiary of SS&C Holdings (“SS&C Technologies”), SS&C Technologies Holdings Europe, a Luxembourgsociété à responsabilité limitée and an indirect wholly-owned subsidiary of SS&C Holdings, as the borrowers, SS&C Holdings, certain subsidiaries of SS&C Holdings as guarantors, Deutsche Bank AG New York Branch, as administrative agent, swing line lender and letter of credit issuer (“Deutsche Bank”) and the other lenders party thereto. Pursuant to the Amendment, Deutsche Bank has agreed to serve as the Designated 2014 February Replacement Term A-2 Lender as such term is defined in the Amendment. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.
The Amendment decreased the interest rate on approximately $213.2 million of existing term A-2 loans to either LIBOR plus 2.0% or the base rate plus 1.0%. The maturity date for the Term Loan A-2 remains December 8, 2017 and no changes were made to the financial covenants or scheduled amortization.
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 under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On February 12, 2014, SS&C Holdings issued a press release relating to the Amendment, a full copy of which is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, irrespective of any general incorporation language.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 12, 2014 | SS&C TECHNOLOGIES HOLDINGS, INC. | |||||
| By: | /s/ Paul G. Igoe | |||||
| Paul G. Igoe | ||||||
| Senior Vice President and General Counsel | ||||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press Release, issued on February 12, 2014 (furnished herewith) | |