8-K

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): April 29, 2020

SS&C TECHNOLOGIES HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-34675	71-0987913
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
80 Lamberton Road, Windsor, CT	06095
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 298-4500

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):

☐	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))

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).

☐	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:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	SSNC	The Nasdaq Global Select Market

Item 3.02. Unregistered Sales of Equity Securities

On April 29, 2020, SS&C Technologies, Inc., a Delaware corporation (“Technologies”) and a wholly owned subsidiary of SS&C Technologies Holdings, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Technologies, Innovest Systems, LLC, a New York limited liability company (“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”). Pursuant to the Merger Agreement, at the closing, upon the terms and subject to the conditions described therein, Innovest will become an indirect wholly owned subsidiary of the Company through a merger of Merger Sub with and into Innovest, with Innovest being the surviving company of the merger (the “Transaction”). The consideration for the Transaction will consist of $100 million (subject to certain purchase price adjustments) in cash and $20 million in shares of common stock of the Company (the “Equity Consideration”). The number of shares of common stock of the Company included in the Equity Consideration will be determined by reference to the volume-weighted average price per share of such common stock on the NASDAQ during the period beginning on (and including) April 20, 2020 and ending on (and including) the trading day immediately preceding the date of the closing. A portion of this consideration will be retained by the Company at closing as security for post-closing purchase price adjustments and the indemnification obligations of the equityholders of Innovest under the Merger Agreement.

All of the securities to be issued in the foregoing transaction will be issued by the Company in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act, including Regulation D promulgated thereunder. The Company did not and will not engage in any form of general solicitation or general advertising in connection with the transaction. Each Stock Recipient receiving securities also represented that it is an “accredited investor” as defined in the Securities Act of 1933, as amended, and that it is acquiring such securities for its own account and not for distribution. All certificates representing the securities issued will have a legend imprinted on them stating that the shares have not been registered under the Securities Act and cannot be transferred unless properly registered under the Securities Act or in a transaction that is exempt from such registration requirements. The Company’s determination that the foregoing transaction is exempt from registration is based on certain representations, warrants, agreements and covenants contained in the Merger Agreement.

Item 7.01. Regulation FD Disclosure

A copy of the press release of the Company dated April 30, 2020 announcing execution of the Merger Agreement 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

(d)	Exhibits
99.1	Press Release dated April 30, 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.

	SS&C TECHNOLOGIES HOLDINGS, INC.
Date: April 30, 2020	By:	/s/ Patrick J. Pedonti
		Patrick J. Pedonti
		Senior Vice President and Chief Financial Officer

ssnc-ex991_38.htm

Exhibit 99.1

SS&C Technologies to Acquire Innovest Systems

Strategic acquisition will complement SS&C services for trust companies

WINDSOR, CT, April 30, 2020 (PR NEWSWIRE) – SS&C Technologies Holdings, Inc. (Nasdaq: SSNC), today announced it has entered into a definitive agreement to acquire Innovest Systems for a total consideration of $120 million. New York-based Innovest builds systems for trust accounting, payments and unique asset servicing on modern, web-based technology. The purchase price will consist of $100 million in cash and $20 million in SS&C stock, with the value of the stock portion based on the trading price between April 20, 2020 and the date of the closing. The parties expect that the transaction will close in Q2 2020.

The acquisition adds more than 150 full-time employees in New York, Sacramento, California, and Arlington, Texas.

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. Innotrust meets customer needs to control, account for and report on assets held in trust, wealth, and retirement accounts. Complementary solutions in Innovest’s suite include custody, payments, unique assets, trade execution and other related solutions and managed services.

“In today’s challenging market environment, it is our mission to deliver must-have technology and service to our clients to help them reach their target markets,” said Bill Stone, Chairman and CEO. “The addition of Innovest’s innovative solutions and seasoned team will allow us to simplify wealth managers’ operations with a one-stop-shop for wealth and trust accounting and reporting.”

“We are excited to join forces with SS&C Technologies to deliver critical tools and support to our customers in these changing times,” said Glenn Schmidt, CEO of Innovest Systems. “There is more than USD90 trillion in assets in trusts and demand for reliable accounting solutions in this space has been growing. The combination of our trust accounting platform and SS&C’s investment management solutions will provide our clients with an unparalleled competitive offering.”

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.

About Innovest Systems

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.

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