SS&C Technologies Holdings’ $1.5 billion acquisition of Intralinks Holdings, Inc.

SS&C Technologies has secured up to $1.0 billion of fully committed financing from Deutsche Bank, Citigroup, RBC Capital Markets and Credit Suisse. Davis Polk & Wardwell LLP acted as legal advisor to SS&C, and Wachtell, Lipton, Rosen & Katz acted as legal advisor to the seller and Intralinks in connection with the transaction. Evercore and RBC Capital Markets are acting as financial advisors to the seller and Intralinks.

SS&C Technologies Holdings, Inc. (Nasdaq :SSNC ), a global provider of financial services software and software-enabled services, has entered into a definitive agreement to acquire Intralinks Holdings, Inc. from affiliates of Siris Capital Group for total consideration of $1.5 billion. The purchase price will consist of $1 billion in cash and $500 million in SS&C stock, with the per share price of the stock based on the volume weighted average trading price for 30 trading days prior to closing. SS&C and Frank Baker, Siris’ co-founder and managing partner, expect that Mr. Baker will join the SS&C Board of Directors following the closing on a mutually-agreed date.

Intralinks is a leading financial technology provider for the global banking, deal making and capital markets communities. The company facilitates strategic initiatives including mergers and acquisitions, capital raising and investor reporting by enabling and securing the flow of information. Intralinks innovates to enhance the value, speed and confidentiality of deal making, reporting and communications – driving success for its users. Intralinks provides the leading investor communications platform for private equity and hedge fund professionals with the largest hosted community of general and limited partners for the alternative investments industry.

In 2017, Intralinks had total revenues of $303 million and adjusted EBITDA of $115 million. Its trailing twelve month (LTM) total revenues as of June 30, 2018 are $325 million (9% growth over the LTM period ended June 30, 2017) and its LTM adjusted EBITDA as of June 30, 2018 is $132 million, with margins of 41%. SS&C expects an additional $15 million in run-rate cost savings achieved by 2021.

The transaction is expected to be immediately accretive to SS&C’s adjusted earnings per share and to be leverage neutral for SS&C. The purchase price represents 10.9x expected 2018 adjusted EBITDA and 9.8x after giving effect to synergies.

The transaction is expected to close in the fourth quarter of 2018 and is subject to clearance by the relevant regulatory authorities and other customary closing conditions.

Davis Polk is advising SS&C Technologies Holdings, Inc. with a team including Frank J. Azzopardi, Jeffrey P. Crandall, Timothy John Durbin, Abraham Einhorn, Reid B. Fitzgerald, Leonard Kreynin (Picture), Sang Hun Lee, Michael Mollerus, David Mollo-Christensen and Christopher C. Woller.

 

Involved fees earner: Leonard Kreynin – Davis Polk & Wardwell; Timothy John Durbin – Davis Polk & Wardwell; Abraham Einhorn – Davis Polk & Wardwell; Reid Fitzgerald – Davis Polk & Wardwell; Sang Hun Lee – Davis Polk & Wardwell; David Mollo-Christensen – Davis Polk & Wardwell; Christopher Woller – Davis Polk & Wardwell; Frank Azzopardi – Davis Polk & Wardwell; Jeffrey Crandall – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: SS&C Technologies Holdings, Inc. ;