Key Highlights

• SS&C Technologies announced a proposed $1 billion private Placement of Convertible Senior Notes due 2031.

• The initial purchasers may be granted an option to purchase up to an additional $150 million in aggregate principal amount.

• Proceeds will be used to redeem the $2 billion outstanding 5.500% Senior Notes due 2027, along with other refinancing transactions.

• The company also plans to incur up to $500 million in incremental Term B-8 Loans and up to $240 million in incremental Term A-9 Loans.

SS&C Technologies Holdings, Inc.(NASDAQ:SSNC), a global provider of investment, financial, and healthcare technology and technology-enabled services, announced on November 4, 2026, that it intends to offer $1.0 billion in aggregate principal amount of Convertible Senior Notes due 2031 through a private placement to qualified institutional buyers.

Structure of the Convertible Notes

The proposed notes will be general senior unsecured obligations of SS&C, accruing interest payable semiannually in arrears. They will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SS&C Technologies, Inc. and each of SS&C's wholly owned domestic subsidiaries that guarantee the company's existing 6.500% Senior Notes due 2032 or certain qualified refinancings thereof. Upon conversion, SS&C may pay or deliver cash, shares of common stock, or a combination of both, at the company's election. The final terms, including the Interest Rate and initial conversion rate, will be determined at pricing.

SS&C also intends to grant the initial purchasers an option to buy up to an additional $150 million in aggregate principal of notes during a 13-day period after initial issuance.

Broader Refinancing Strategy

The convertible notes offering is part of a larger refinancing package designed to retire SS&C's 5.500% Senior Notes due 2027, which have $2.0 billion in outstanding aggregate principal and mature on September 30, 2027. The company expects to use the net proceeds from the offering to pay for privately negotiated capped call transactions, repurchase up to $100 million of common stock concurrently with pricing, and apply the remainder — together with borrowings from incremental Credit Facility amendments — to redeem the 2027 Senior Notes.

The additional financing elements include plans to amend the existing credit agreement to incur up to $500 million of incremental Term B-8 Loans, up to $240 million of incremental Term A-9 Loans, increase revolving credit facility commitments by up to $400 million, and extend the Maturity of the Term A-9 Loans and revolving credit facility to November 2031.

The company noted that definitive documentation for these proposed refinancing transactions has not yet been executed, and the transactions may be completed at different times and in separate stages. Completion of the convertible notes offering is not contingent on the broader refinancing transactions.

Capped Call Transactions and Share Repurchase

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 their affiliates. These capped call transactions are designed to reduce potential dilution to common stock upon conversion and offset cash payments SS&C may be required to make in excess of the principal amount of converted notes.

Additionally, SS&C plans to repurchase up to $100 million of its common stock concurrently with the pricing of the notes. The company may also repurchase additional shares after closing, using a portion of proceeds from the option to purchase additional notes if exercised. These repurchases would be conducted through privately negotiated transactions.

The capped call counterparties and share repurchase counterparties are expected to execute various derivative transactions and purchase shares in the open market to hedge their respective positions, which could affect the price of SS&C's common stock and the notes.

What This Means for the Company

SS&C's proposed convertible notes offering represents a proactive approach to addressing upcoming Debt maturities. By refinancing the 2027 Senior Notes well ahead of their maturity date, the company aims to extend its debt profile and potentially lower its overall Cost of Capital through the convertible structure. The inclusion of capped call transactions indicates an intent to manage potential Equity dilution. The simultaneous share repurchase program further signals that SS&C is balancing its Capital Structure optimization with returning capital to shareholders. However, as is typical with proposed Capital Markets transactions, the completion and terms remain subject to market conditions and other factors.