UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 14, 2011
SS&C Technologies Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-34675
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71-0987913 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
SS&C Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-28430
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06-1169696 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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80 Lamberton Road, Windsor, CT
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06095 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code (860) 298-4500
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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 December 6, 2010, SS&C Technologies, Inc. (the Company), a Delaware corporation and
wholly-owned subsidiary of SS&C Technologies Holdings, Inc. (Holdings), acquired all of the
outstanding shares of capital stock of PC Consulting, Inc., a Utah corporation (TimeShareWare),
and TimeShareWare became a wholly-owned subsidiary of the Company. On March 10, 2011, the Company
acquired all of the outstanding shares of capital stock of BenefitsXML, Inc., a Delaware
corporation (BenefitsXML), and BenefitsXML became a wholly-owned subsidiary of the Company.
Matters Relating to the Credit Agreement
As required by the Credit Agreement, dated as of November 23, 2005, as amended, among Sunshine
Acquisition II, Inc. (Sunshine), the Company, SS&C Technologies Canada Corp., the Lenders named
therein, JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent), JPMorgan
Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, Wachovia Bank, National
Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent (as amended,
the Credit Agreement), TimeShareWare and BenefitsXML each entered into an Assumption Agreement
(collectively, the Assumption Agreements), dated as of April 14, 2011, in favor of the
Administrative Agent. Pursuant to the Assumption Agreements, each of TimeShareWare and BenefitsXML
became a party, as an Additional Grantor thereunder, to the Guarantee and Collateral Agreement,
dated as of November 23, 2005, by and among Sunshine, Holdings, the Company and certain of its
subsidiaries in favor of the Administrative Agent, and granted certain security interests in
connection therewith.
Matters Relating to the Indenture
As required by the Indenture, dated as of November 23, 2005, among Sunshine, the Company, the
Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (the Trustee),
relating to the Companys 113/4% Senior Subordinated Notes due 2013 (the Indenture), as
supplemented by the First Supplemental Indenture dated as of April 27, 2006, the Second
Supplemental Indenture dated as of September 1, 2009, the Third Supplemental Indenture dated as of
December 22, 2009 and the Fourth Supplemental Indenture dated as of April 12, 2010, on April 14,
2011, (i) the Company, TimeShareWare and the Trustee entered into a Fifth Supplemental Indenture
(the Fifth Supplemental Indenture) and a related Note Guarantee (the TimeShareWare Note
Guarantee), pursuant to which TimeShareWare became a Guarantor under the Indenture and
unconditionally guaranteed all of the Companys obligations under the Indenture and the notes
issued thereunder and (ii) the Company, BenefitsXML, Inc. and the Trustee entered into a Sixth
Supplemental Indenture (the Sixth Supplemental Indenture) and a related Note Guarantee (the
BenefitsXML Note Guarantee), pursuant to which BenefitsXML became a Guarantor under the Indenture
and unconditionally guaranteed all of the Companys obligations under the Indenture and the notes
issued thereunder
Copies of the Assumption Agreements, Fifth Supplemental Indenture, Sixth Supplemental
Indenture, TimeShareWare Note Guarantee and BenefitsXML Note Guarantee are attached as Exhibits to
this Current Report on Form 8-K, and are incorporated herein by reference as though fully set forth
herein. The foregoing summaries of the Assumption Agreements, Fifth Supplemental Indenture, Sixth
Supplemental Indenture, TimeShareWare Note Guarantee and BenefitsXML Note Guarantee and the
transactions contemplated thereby are qualified in their entirety by the complete text of the
respective agreements filed herewith.
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