SS&C Technologies Holdings Inc 8-K, filed May 19, 2020
SS&C Technologies Holdings Inc (SSNC)
About this 8-K
SS&C Technologies Holdings Inc filed this 8-K on May 19, 2020, reporting on events of May 18, 2020.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2020 (
(Exact name of Registrant as Specified in Its Charter)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 3.02. Unregistered Sales of Equity Securities
The information set forth under Item 7.01 related to the issuance of shares of the Company’s common stock forming the Equity Consideration is incorporated by reference hereunder. Such issuance was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof.
Item 7.01. Regulation FD Disclosure
On May 15, 2020, SS&C Technologies, Inc., a Delaware corporation (“Technologies”) and a wholly owned subsidiary of SS&C Technologies Holdings, Inc. (the “Company”), completed its previously announced acquisition of Innovest Systems, LLC, a New York limited liability company (“Innovest”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 29, 2020 by and among Technologies, Innovest, Ignition Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Technologies (“Merger Sub”), Bluff Point Associates Corp., a Delaware corporation, in its capacity as representative of the equityholders of Innovest, and certain holders of membership interests in Innovest (the “Stock Recipients”). The Company funded the acquisition with a combination of $100 million of available cash and approximately 368,000 common shares. Upon the closing of the transactions contemplated by the Merger Agreement (the “Transaction”), Innovest became an indirect wholly owned subsidiary of the Company through a merger of Merger Sub with and into Innovest, with Innovest as the surviving company.
A copy of the press release of the Company dated May 18, 2020 announcing the closing of the Transaction is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
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Exhibits |
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99.1 |
Press Release dated May 18, 2020 issued by SS&C Technologies Holdings, Inc. |
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104 |
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: May 19, 2020 |
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/s/ Patrick J. Pedonti |
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Patrick J. Pedonti |
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Senior Vice President and Chief Financial Officer |
Exhibit 99.1
SS&C Technologies Completes Acquisition of Innovest Systems
Glenn Schmidt named SS&C Innovest General Manager
WINDSOR, CT, May 18, 2020 (PR NEWSWIRE) – SS&C Technologies Holdings, Inc. (Nasdaq: SSNC), today announced it has completed the acquisition of Innovest Systems, the provider of web-based technology systems for trust accounting, payments and unique asset servicing. The acquisition will enable SS&C to broaden its wealth management technology suite. Glenn Schmidt will continue to lead SS&C Innovest as General Manager.
“We are pleased to welcome Innovest’s blue-chip clients, world-class technology and their talented employees,” said Bill Stone, Chairman and CEO. “Many of our wealth and retirement clients need unique technology and expertise required to service trusts. This investment underscores our commitment to bring value-added technology and building out our wealth management technology offerings.”
Innovest's flagship product InnoTrust offers solutions to support the accounting and reporting needs of trust companies, banks, private banks, retirement plan administrators, and others. The acquisition adds more than 150 full-time employees in New York, Sacramento, California, and Arlington, Texas.
“SS&C and Innovest are leaders and innovators in portfolio management and trust operations, respectively. We are excited about the possibility of integrating their strengths to create a truly unique full-service wealth management platform,” said Bert Barre, Principal, Colonial Trust Company.
“SS&C has a strong track record of investing in innovation that helps wealth managers run their business efficiently and effectively. We are excited to join forces and grow our capacity to deliver the most advanced wealth management solutions,” said Glenn Schmidt.
Innovest's forward thinking technology solutions are the choice of many of the largest Trust Companies, Wealth Management firms, Retirement Platforms, and Philanthropic organizations in the industry.
Its scalable and robust cloud-based technology stack is used to support AUA in trust accounting and wealth management, retirement accounts, collective funds, payments and statements & tax forms. Innovest's Managed Services division also provides comprehensive back- and middle-office services to organizations around the country.
Innovest is also the largest provider of fiduciary Unique Asset accounting, management and outsourcing services in the country, covering assets including Oil, Gas, Minerals, Real Estate, Closely-Held Businesses and Farms.
About SS&C Technologies
SS&C is a global provider of services and software for the financial services and healthcare industries. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices around the world. Some 18,000 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.
Additional information about
SS&C (Nasdaq:SSNC) is available at www.ssctech.com.
Follow SS&C on Twitter, Linkedin and Facebook.
For more information
Patrick Pedonti | Chief
Financial Officer, SS&C
Technologies
Tel: +1-860-298-4738 | E-mail:
InvestorRelations@sscinc.com
Justine Stone | Investor
Relations, SS&C Technologies
Tel: +1- 212-367-4705 | E-mail:
InvestorRelations@sscinc.com