DST extends consent solicitation, leaves note tender unchanged

New York, March 23 – DST Systems, Inc. extended the deadline in its consent solicitation for eight series of notes to 5 p.m. ET on March 30 from midnight ET on March 23, according to a news release.

The deadline for the tender offer was left unchanged at midnight ET on April 6.

As previously, if any notes are tendered and not withdrawn at the offer expiration date, DST intends to extend the tender offer to midnight two business days prior to the closing date of the merger.

DST announced the solicitation and tender on March 9, saying it was seeking consents from holders of the following outstanding notes:

• 5.06% series C senior notes due 2018 and 5.42% series D senior notes due 2020 issued under the note purchase agreement dated Aug. 9, 2010;

• 3.55% series 2017A tranche A senior notes due 2023, 3.82% series 2017A tranche B senior notes due 2025, 4.04% series 2017A tranche D senior notes due 2028, 4.14% series 2017A tranche E senior notes due 2030 and 4.29% series 2017A tranche F senior notes due 2033 issued under the note purchase agreement dated Nov. 14; and

• 4.02% series 2017A tranche C senior notes due Aug. 6, 2025 to be issued under the 2017 note purchase agreement.

The company wants to amend some provisions of the note purchase agreements to (a) expressly provide for a conditional notice of redemption in some cases, including DST’s acquisition by SS&C Technologies Holdings, Inc., provided that the make-whole amount payable in connection with the change of control to be triggered by the merger will be calculated using a redemption date that is 15 days after settlement of the merger; and (b) allow the company to send that notice of redemption not less than five days prior to the expected date for that prepayment.

The company is also seeking to add defeasance and discharge provisions within the note purchase agreements.

In addition, DST is seeking approval from purchasers of the tranche C notes to terminate its obligation to issue the tranche C notes and its ongoing obligations under the 2017 note purchase agreement.

DST has also begun a cash tender offer to purchase any and all of its outstanding notes for a purchase price equal to par plus accrued interest to, but not including, the date of prepayment, concurrently with and conditioned on the closing of the merger.

The tender offer is being made to satisfy DST’s obligations under the note purchase agreements in connection with the pending change in control that will result from the merger with SS&C. Settlement of the tender offer is conditioned on closing of the merger.

Holders are not required to tender their notes in order to deliver their consents under the consent solicitation.

SS&C is a Windsor Conn.-based provider of financial services software and software-enabled services. DST is a Kansas City, Mo.-based provider of proprietary technology-based information processing and servicing solutions.

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