Creates Leading Global Provider in Independent Fund Services
SS&C Technologies Holdings, Inc. (Nasdaq:SSNC), a global provider of financial services software and software-enabled services, today announced its acquisition of GlobeOp Financial Services S.A. (GlobeOp), for £4.85 per share (approximately £572 million). GlobeOp (LSE:GO) provides independent fund services, specializing in middle and back office services and integrated risk-reporting to hedge funds, asset management firms and other sectors of the financial industry. SS&C's offer for GlobeOp has now closed with the holders of 99.95% of the outstanding shares having accepted the offer. SS&C has initiated a "squeeze-out" procedure under Luxembourg law, pursuant to which it will acquire, on the same terms as the offer, all of the remaining shares of GlobeOp on July 9, 2012.
The acquisition is, by value, the largest in SS&C's history and significant for the fund services industry. The combined companies, including the PORTIA business acquired by SS&C from Thomson Reuters in May 2012, had revenues of $635 million in fiscal year 2011 and 3,600 employees operating in 43 offices including New York, Boston, Chicago, London, Amsterdam, Hong Kong, Kuala Lumpur, Singapore, Sydney, Bangalore and Mumbai.
"This is an exciting day for SS&C and GlobeOp and for the clients we serve," said Bill Stone, Chairman and Chief Executive Officer, SS&C Technologies. "We have already begun our integration and are coordinating on sales and marketing and we have significant synergies. Together, we are a global leader, with the capability to serve our clients - whatever their size, location or sector - with one of the most comprehensive and competitive technology and services portfolios in the investment management industry."
As a business group, the combined entity will be one of the market's leading fund service providers with the ability to provide complete lifecycle capabilities for hedge funds, fund of funds, private equity and managed account managers. The combined entity services more than 6,700 funds with $424 billion in assets under administration.
Both SS&C and GlobeOp will benefit from synergies across 80+ products and services. SS&C will share its leadership in cloud services and mobility platforms and capitalize on GlobeOp's market leading middle-office services and full range of "Go Applications". GlobeOp's fund services expertise and leadership will enhance SS&C's global fund capabilities. The combined entity will create a top 3 provider in fund services and become the largest, independent publicly traded fund services provider globally.
SS&C Technologies will account for the GlobeOp acquisition as of June 1, 2012. The acquisition was funded by a new credit facility that also re-financed SS&C's existing credit facility. The new facility includes Term A loans of $325 million, Term B loans of $800 million and a Bridge loan of $31.6 million. The Term A Loans and the Bridge Loan will initially bear interest at LIBOR plus 2.75%. The Term B Loans will initially bear interest at LIBOR plus 4.00%, with LIBOR subject to a 1.00% floor. The longer term effective interest rates will be higher than those identified above as the company expects to place an interest rate hedge to protect against higher LIBOR rates in the future.
SS&C is providing the following updated guidance for SS&C for the second quarter and fiscal year 2012, including GlobeOp's operations and the PORTIA business for the time periods owned by SS&C:
Total Revenue ($M)
$120.0 — $122.5
$558.5 — $571.0
Adjusted Net Income ($M)
$25.9 — $26.7
$113.0 — $118.0
Diluted Shares Outstanding (M)
82.9 — 83.2
83.5 — 85.0
Non-GAAP Financial Measure
Adjusted net income is a non-GAAP financial measure.
Adjusted net income is defined as net income adjusted for amortization of intangible assets, fair-value adjustments related to purchase accounting, stock-based compensation, capital-based taxes, acquisition-related expenses, amortization of deferred financing costs and unusual and non-recurring expenses. For adjusted net income we use a normalized effective income tax rate of 35%. Adjusted net income is not a recognized term under GAAP. Adjusted net income does not represent net income, as that term is defined under GAAP, and should not be considered as an alternative to net income as an indicator of our operating performance.
Adjusted net income is important to management and investors because it represents our operational performance exclusive of the effects of the items indicated above that are not operational in nature or comparable to those of our competitors.