SS&C Technologies Holdings Inc
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001193125-26-326105
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001193125-26-453587
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 85 previous paragraphs and 92 current paragraphs.
58 unchanged; 27 reworded; 7 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Our $2,000.0 million of 5.5% Senior Notes mature on September 30, 2027. Subsequent to September 30, 2026 and prior to the issuance of these consolidated financial statements, we completed a series of financing transactions described below that provide for the refinancing of these obligations on a long-term basis. Accordingly, based on our intent and demonstrated ability to refinance the obligations on a long-term basis, the 5.5% Senior Notes have been classified as noncurrent liabilities as of September 30, 2026.
Current report
Refer to Note 14 – Subsequent Events for additional information regarding activities that occurred after the balance sheet date.
Current report
November 2026 Financing Transactions
Current report
On November 6, 2026, we consummated 1) $240.0 million of incremental Term A-9 loans under our existing Term A-9 facility (the “Incremental Term A-9 Loans”), 2) $400.0 million of additional commitments under our existing revolving credit facility (the “Revolver Upsize”) and 3) $750.0 million of incremental Term B-8 loans (the “Incremental Term B-8 Loans”) (collectively, the “Credit Agreement Transactions”). The Credit Agreement Transactions were completed under amendments to our existing amended and restated credit agreement, dated April 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). In addition to the Credit Agreement Transactions, we have extended the maturity of the Term A-9 facility and our revolving credit facility to November 2031.
Current report
On November 6, 2026, we issued $1,200.0 million aggregate principal amount of 2.75% Convertible Notes, due 2031 (the “2.75% Convertible Notes”). The 2.75% Convertible Notes are senior unsecured obligations will mature on December 1, 2031, unless earlier converted, redeemed or repurchased, and will accrue interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2027. The 2.75% Convertible Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SS&C Technologies, Inc. a wholly owned subsidiary of SS&C Technologies Holdings, Inc., and each of our wholly owned domestic subsidiaries that guarantees SS&C Technologies, Inc.’s 6.5% Senior Notes due 2032 or certain qualified refinancings thereof. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
Current report
Also on November 6, 2026, in connection with the issuance of the 2.75% Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the 2.75% Convertible Notes or affiliates thereof and certain other financial institutions (the “Option Counterparties”). The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that underlie the 2.75% Convertible Notes. The Capped Call Transactions are net purchased call options in our common stock. The Capped Call Transactions are separate transactions entered into between us and the Option Counterparties and are not part of the terms of the 2.75% Convertible Notes and will not change the holders’ rights under the 2.75% Convertible Notes. Holders of the 2.75% Convertible Notes will not have any rights with respect to the Capped Call Transactions.
Current report
The net proceeds of the Credit Agreement Transactions and the 2.75% Convertible Notes were used to pay the cost of the Capped Call Transactions, to repurchase approximately $100.0 million of our common stock and will be used to redeem all of the $2,000.0 million outstanding principal amount of the 5.5% Senior Notes due 2027 during the fourth quarter of 2026, with any remaining net proceeds to be used for general corporate purposes.
Reworded paragraphs (27)
Previous wording
We use the term organic to refer to the businesses and operations that are included in the comparable prior year period on a constant currency basis. Organic includes the change in an acquired business, but excludes the impact of any business which we acquired for the time period which would impact the comparable prior year period.
Current wording
We use the term organic to refer to the businesses and operations that are included in the comparable prior year period on a constant currency basis. Organic revenue growth reflects the combined effect of new client activity, expansion and contraction within existing client relationships, client attrition, transaction volumes and other changes in client activity. Organic also includes the change in an acquired business, but excludes the impact of any business which we acquired for the time period which would impact the comparable prior year period.
Previous wording
Six Months Ended June 30, 2026 and 2025. Our revenues increased $292.1 million, or 9.6%, primarily due to an increase of $193.6 million in organic revenue growth primarily driven by strength in the SS&C GlobeOp fund administration and Global Investor and Distribution Solutions businesses. Our revenues also increased due to acquisitions, which contributed $70.8 million, and the favorable impact from foreign currency translation of $27.7 million.
Current wording
Three Months Ended September 30, 2026 and 2025. Our revenues increased $122.0 million, or 7.8%, primarily due to an increase of $80.9 million in organic revenue growth primarily driven by strength in the SS&C GlobeOp fund administration and Global Investor and Distribution Solutions businesses. Our revenues also increased due to acquisitions, which contributed $39.4 million, and the favorable impact from foreign currency translation of $1.7 million.
Previous wording
Technology-enabled services revenues increased $277.9 million, or 11.0%, primarily due to an increase in organic revenues of $187.9 million as well as acquisitions, which added $70.8 million in revenues, and the favorable impact from foreign currency translation of $19.2 million. License, maintenance and related revenues increased $14.2 million, or 2.8%, due to the favorable impact from foreign currency translation of $8.5 million and an increase in organic revenues of $5.7 million.
Current wording
Technology-enabled services revenues increased $139.2 million, or 10.6%, primarily due to an increase in organic revenues of $98.6 million as well as acquisitions, which added $39.4 million in revenues, and the favorable impact from foreign currency translation of $1.2 million. License, maintenance and related revenues decreased $17.2 million, or 6.7%, due to a decrease in organic revenues of $17.7 million, partially offset by the favorable impact from foreign currency translation of $0.5 million.
Previous wording
Three Months Ended June 30, 2026 and 2025. Our revenues increased $158.9 million, or 10.3%, primarily due to an increase of $117.6 million in organic revenue growth primarily driven by strength in the SS&C GlobeOp fund administration, Wealth and Investment Technology, and Global Investor and Distribution Solutions businesses. Our revenues also increased due to acquisitions, which contributed $35.9 million, and the favorable impact from foreign currency translation of $5.4 million.
Current wording
Nine Months Ended September 30, 2026 and 2025. Our revenues increased $414.1 million, or 9.0%, primarily due to an increase of $274.5 million in organic revenue growth primarily driven by strength in the SS&C GlobeOp fund administration and Global Investor and Distribution Solutions businesses. Our revenues also increased due to acquisitions, which contributed $110.2 million, and the favorable impact from foreign currency translation of $29.4 million.
Previous wording
Technology-enabled services revenues increased $140.5 million, or 11.1%, primarily due to an increase in organic revenues of $101.6 million as well as acquisitions, which added $35.9 million in revenues, and the favorable impact from foreign currency translation of $3.0 million. License, maintenance and related revenues increased $18.4 million, or 6.8%, due to an increase in organic revenues of $16.0 million and the favorable impact from foreign currency translation of $2.4 million.
Current wording
Technology-enabled services revenues increased $417.1 million, or 10.8%, primarily due to an increase in organic revenues of $286.5 million as well as acquisitions, which added $110.2 million in revenues, and the favorable impact from foreign currency translation of $20.4 million. License, maintenance and related revenues decreased $3.0 million, or 0.4%, due to a decrease in organic revenues of $12.0 million, which was offset by the favorable impact from foreign currency translation of $9.0 million.
Previous wording
Six Months Ended June 30, 2026 and 2025. Our total cost of revenues increased by $156.0 million, or 10.0%, primarily due to an increase of $97.4 million in organic costs as well as acquisitions, which added $40.0 million in costs, and the unfavorable impact from foreign currency translation, which increased costs by $18.6 million. Our organic cost increase reflects continued investment in delivering client service.
Current wording
Three Months Ended September 30, 2026 and 2025. Our total cost of revenues increased by $56.0 million, or 6.8%, primarily due to an increase of $36.0 million in organic costs as well as acquisitions, which added $20.6 million in costs, partially offset by the favorable impact from foreign currency translation, which decreased costs by $0.6 million. Our organic cost increase reflects continued investment in delivering client service.
Previous wording
Cost of technology-enabled services revenues increased $77.7 million, or 11.2%, due to an increase of $55.1 million in organic costs, acquisitions, which added $20.2 million in costs, and the unfavorable impact from foreign currency translation of $2.4 million. Cost of license, maintenance and related revenues decreased $0.2 million, or 0.2%, due to a decrease of $0.6 million in organic costs, partially offset by the unfavorable impact from foreign currency translation of $0.4 million.
Current wording
Cost of technology-enabled services revenues increased $57.7 million, or 8.1%, due to an increase of $37.7 million in organic costs, acquisitions, which added $20.6 million in costs, partially offset by the favorable impact from foreign currency translation of $0.6 million. Cost of license, maintenance and related revenues decreased $1.7 million, or 1.6%, due to a decrease of $1.7 million in organic costs.
Previous wording
Three Months Ended June 30, 2026 and 2025. Our total cost of revenues increased by $77.5 million, or 9.7%, primarily due to an increase of $54.5 million in organic costs as well as acquisitions, which added $20.2 million in costs, and the unfavorable impact from foreign currency translation, which increased costs by $2.8 million. Our organic cost increase reflects continued investment in delivering client service.
Current wording
Nine Months Ended September 30, 2026 and 2025. Our total cost of revenues increased by $212.0 million, or 8.9%, primarily due to an increase of $133.4 million in organic costs as well as acquisitions, which added $60.6 million in costs, and the unfavorable impact from foreign currency translation, which increased costs by $18.0 million. Our organic cost increase reflects continued investment in delivering client service.
Previous wording
Cost of technology-enabled services revenues increased $150.9 million, or 11.1%, due to an increase of $95.3 million in organic costs, acquisitions, which added $40.0 million in costs, and the unfavorable impact from foreign currency translation of $15.6 million. Cost of license, maintenance and related revenues increased $5.1 million, or 2.5%, due to the unfavorable impact from foreign currency translation of $3.0 million and an increase of $2.1 million in organic costs.
Current wording
Cost of technology-enabled services revenues increased $208.6 million, or 10.1%, due to an increase of $132.9 million in organic costs, acquisitions, which added $60.6 million in costs, and the unfavorable impact from foreign currency translation of $15.1 million. Cost of license, maintenance and related revenues increased $3.4 million, or 1.1%, due to the unfavorable impact from foreign currency translation of $2.9 million and an increase of $0.5 million in organic costs.
Previous wording
Six Months Ended June 30, 2026 and 2025. Operating expenses increased $23.2 million, or 3.0%, due to acquisitions, which added $31.1 million in expenses and the unfavorable impact from foreign currency translation of $10.3 million. These increases were partially offset by a decrease of $18.2 million in organic operating expenses. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily decreased due to lower personnel costs.
Current wording
Three Months Ended September 30, 2026 and 2025. Operating expenses increased $22.4 million, or 5.9%, due to acquisitions, which added $14.7 million in expenses and an increase in organic operating expenses of $8.4 million, partially offset by the favorable impact from foreign currency translation of $0.7 million. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily increased due to resource needs to support organic growth.
Previous wording
Three Months Ended June 30, 2026 and 2025. Operating expenses increased $8.8 million, or 2.2%, due to acquisitions, which added $15.5 million in expenses and the unfavorable impact from foreign currency translation of $1.2 million. These increases were partially offset by a decrease of $7.9 million in organic operating expenses. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily decreased due to lower personnel costs.
Current wording
Nine Months Ended September 30, 2026 and 2025. Operating expenses increased $45.6 million, or 3.9%, due to acquisitions, which added $45.8 million in expenses and the unfavorable impact from foreign currency translation of $9.6 million. These increases were partially offset by a decrease of $9.8 million in organic operating expenses. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily decreased due to lower personnel costs.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025 for Interest, Taxes and Other
Current wording
Comparison of the Three and Nine Months Ended September 30, 2026 and 2025 for Interest, Taxes and Other
Previous wording
Interest expense, net. Net interest expense totaled $107.0 million and $212.4 million for the three and six months ended June 30, 2026, respectively, compared to $105.5 million and $210.7 million for the three and six months ended June 30, 2025, respectively. The increase in interest expense, net for 2026 as compared to 2025 is primarily due to higher debt balances partially offset by lower interest rates. We had an average interest rate of 5.70% and 5.69% for the three and six months ended June 30, 2026, respectively, compared to 6.14% and 6.11% for the three and six months ended June 30, 2025, respectively.
Current wording
Interest expense, net. Net interest expense totaled $107.2 million and $319.6 million for the three and nine months ended September 30, 2026, respectively, compared to $104.2 million and $314.9 million for the three and nine months ended September 30, 2025, respectively. The increase in interest expense, net for 2026 as compared to 2025 is primarily due to higher debt balances partially offset by lower interest rates. We had an average interest rate of 5.75% and 5.71% for the three and nine months ended September 30, 2026, respectively, compared to 6.20% and 6.14% for the three and nine months ended September 30, 2025, respectively.
Previous wording
Other income (expense), net. Other income (expense), net was $1.1 million and $7.9 million for the three and six months ended June 30, 2026, respectively, compared to $(1.1) million and $6.1 million for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2026, other income (expense), net was primarily comprised of dividend income of $1.0 million and $10.3 million, respectively, and foreign currency translation gains of $1.7 million and $0.3 million, respectively, partially offset by losses on fixed asset sales of $2.9 million in both periods. For the three and six months ended June 30, 2025, other income (expense), net consisted primarily of dividend income of $2.5 million and $13.7 million, respectively, offset by foreign currency translation losses of $1.9 million and $4.1 million, respectively, and investment losses due to mark-to-market adjustments of $1.7 million and $3.5 million, respectively.
Current wording
Other income, net. Other income, net was $2.9 million and $10.8 million for the three and nine months ended September 30, 2026, respectively, compared to $5.3 million and $11.4 million for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2026, other income, net was primarily comprised of dividend income of $2.1 million and $12.4 million, respectively, partially offset by investment losses due to mark-to-market adjustments. For the three months ended September 30, 2025, other income, net consisted primarily of foreign currency translation gains of $3.2 million and dividend income of $2.2 million. For the nine months ended September 30, 2025, other income, net consisted primarily of dividend income of $15.9 million, partially offset by investment losses due to mark-to-market adjustments of $2.4 million.
Previous wording
Equity in earnings of unconsolidated affiliates, net. Equity in earnings of unconsolidated affiliates, net totaled $3.0 million and $6.9 million for the three and six months ended June 30, 2026, respectively, compared to $1.6 million and $3.9 million for the three and six months ended June 30, 2025, respectively.
Current wording
Equity in earnings of unconsolidated affiliates, net. Equity in earnings of unconsolidated affiliates, net totaled $(47.7) million and $(40.8) million for the three and nine months ended September 30, 2026, respectively, compared to $(11.6) million and $(7.7) million for the three and nine months ended September 30, 2025, respectively. The equity in earnings of unconsolidated affiliates, net in 2026 is primarily related to adjustments of $(47.6) million and $(43.1) million for the three and nine months ended September 30, 2026, respectively, to decrease the carrying value of one of our investments. The equity in earnings of unconsolidated affiliates, net in 2025 is primarily related to adjustments of $(11.5) million and $(11.4) million for the three and nine months ended September 30, 2025, respectively, to decrease the carrying value of one of our investments.
Previous wording
Our effective tax rates for the three and six months ended June 30, 2026 and 2025 differ from the statutory rate of 21.0% primarily due to the composition of income before income taxes from foreign and domestic tax jurisdictions, foreign income that is being taxed in the U.S. offset by foreign tax credits that are being limited and the recognition of windfall tax benefits from stock awards. The change in the effective tax rate for the three and six months ended June 30, 2026 compared to the prior year was primarily related to a decrease in recognition of windfall tax benefits from stock awards in the current year and a proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions. While we have income from multiple foreign sources, the majority of our non-U.S. operations are in the United Kingdom and India. We anticipate the statutory tax rates in 2026 to be 25.0% in the United Kingdom and approximately 25.5% in India. A future change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate.
Current wording
Our effective tax rates for the three and nine months ended September 30, 2026 and 2025 differ from the statutory rate of 21.0% primarily due to the composition of income before income taxes from foreign and domestic tax jurisdictions, foreign income that is being taxed in the U.S. offset by foreign tax credits that are being limited and the recognition of windfall tax benefits from stock awards. The change in the effective tax rate for the three and nine months ended September 30, 2026 compared to the prior year was primarily related to releases of uncertain tax positions due to closed audits in the prior year, a decrease in recognition of windfall tax benefits from stock awards in the current year and a proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions. While we have income from multiple foreign sources, the majority of our non-U.S. operations are in the United Kingdom and India. We anticipate the statutory tax rates in 2026 to be 25.0% in the United Kingdom and approximately 25.5% in India. A future change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. Certain provisions of the legislation became effective in 2025 while others became effective in 2026. The legislation did not have a material impact on our provision for income taxes during the year ended December 31, 2025 or the three and six months ended June 30, 2026.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. Certain provisions of the legislation became effective in 2025 while others became effective in 2026. The legislation did not have a material impact on our provision for income taxes during the year ended December 31, 2025 or the three and nine months ended September 30, 2026.
Previous wording
We paid quarterly cash dividends of $0.27 per share of common stock in each of March and June 2026 totaling $129.3 million. We paid quarterly cash dividends of $0.25 per share of common stock in each of March and June 2025 totaling $122.5 million.
Current wording
We paid quarterly cash dividends of $0.27 per share of common stock in each of March and June 2026 and $0.30 per share of common stock in September 2026 totaling $199.8 million for the nine months ended September 30, 2026. We paid quarterly cash dividends of $0.25 per share of common stock in each of March and June 2025 and $0.27 per share of common stock in September 2025 totaling $188.3 million for the nine months ended September 30, 2025.
Previous wording
Client funds obligations include our transfer agency client balances invested overnight, claims administration funds due to our customers, as well as our contractual obligations to remit funds to satisfy client pharmacy claim obligations and are recorded on the unaudited Condensed Consolidated Balance Sheets when incurred, generally after a claim has been processed by us. Our contractual obligations to remit funds to satisfy client obligations are primarily sourced by funds held on behalf of clients. We had $3,984.5 million of client funds obligations at June 30, 2026.
Current wording
Client funds obligations include our transfer agency client balances invested overnight, claims administration funds due to our customers, as well as our contractual obligations to remit funds to satisfy client pharmacy claim obligations and are recorded on the unaudited Condensed Consolidated Balance Sheets when incurred, generally after a claim has been processed by us. Our contractual obligations to remit funds to satisfy client obligations are primarily sourced by funds held on behalf of clients. We had $3,846.5 million of client funds obligations at September 30, 2026.
Previous wording
Net cash provided by operating activities was $716.4 million for the six months ended June 30, 2026. Cash provided by operating activities primarily resulted from net income of $461.6 million adjusted for non-cash items of $505.9 million, partially offset by changes in our working capital accounts totaling $251.1 million. The changes in our working capital accounts were mainly driven by a decrease in accrued expenses and increases in accounts receivable and prepaid expenses as well as decreases in accounts payable.
Current wording
Net cash provided by operating activities was $1,216.3 million for the nine months ended September 30, 2026. Cash provided by operating activities primarily resulted from net income of $659.7 million adjusted for non-cash items of $815.2 million, partially offset by changes in our working capital accounts totaling $258.6 million. The changes in our working capital accounts were mainly driven by an increase in accounts receivable and decreases in accrued expenses, deferred revenue and accounts payable.
Previous wording
Investing activities used net cash of $135.0 million for the six months ended June 30, 2026, primarily related to $125.9 million in capitalized software development costs, $19.3 million in capital expenditures, and $7.5 million investment in securities, partially offset by proceeds from the sales / maturities of investments of $7.7 million and the collection of other non-current receivables of $5.3 million.
Current wording
Investing activities used net cash of $214.3 million for the nine months ended September 30, 2026, primarily related to $190.2 million in capitalized software development costs, $37.0 million in capital expenditures, and $7.5 million investment in securities, partially offset by the collection of other non-current receivables of $8.1 million and proceeds from the sales / maturities of investments of $7.7 million.
Previous wording
Financing activities used net cash of $736.1 million for the six months ended June 30, 2026, primarily related to $605.7 million of purchases of common stock for treasury, a net decrease in client fund obligations of $132.1 million, $129.3 million in quarterly dividends paid, and $55.8 million in withholding taxes paid related to equity award net share settlements, partially offset by net borrowings of debt of $140.0 million, proceeds of $31.9 million from stock option exercises, and proceeds from noncontrolling interests of $14.9 million.
Current wording
Financing activities used net cash of $1,254.4 million for the nine months ended September 30, 2026, primarily related to $760.5 million of purchases of common stock for treasury, a net decrease in client fund obligations of $323.3 million, $199.8 million in quarterly dividends paid, and $81.7 million in withholding taxes paid related to equity award net share settlements, partially offset by proceeds of $86.0 million from stock option exercises, proceeds from noncontrolling interests of $14.9 million, and net borrowings of debt of $10.0 million.
Previous wording
We have made a permanent reinvestment determination in certain non-U.S. operations that have historically generated positive operating cash flows. At June 30, 2026, we held approximately $237.1 million in cash and cash equivalents at non-U.S. subsidiaries where we had made such a determination and in turn no provision for income taxes had been made.
Current wording
We have made a permanent reinvestment determination in certain non-U.S. operations that have historically generated positive operating cash flows. At September 30, 2026, we held approximately $309.6 million in cash and cash equivalents at non-U.S. subsidiaries where we had made such a determination and in turn no provision for income taxes had been made.
Previous wording
Scheduled quarterly payment required for the first eight fiscal quarters commencing with the fiscal quarter ending December 31, 2024. The scheduled quarterly payment will increase to 1.250% as of December 31, 2026 for each quarter thereafter until the maturity date of the Term A-9 Loans.
Current wording
Scheduled quarterly payment required for the first eight fiscal quarters commencing with the fiscal quarter ending December 31, 2024. The scheduled quarterly payment will increase to 1.250% as of December 31, 2026 and for each quarter thereafter until the maturity date of the Term A-9 Loans.
Previous wording
The senior secured credit facility has a revolving credit facility available for borrowings by SS&C with $600.0 million in available commitments (“Revolving Credit Facility”), of which $363.4 million was available as of June 30, 2026. The Revolving Credit Facility also contains a $75.0 million letter of credit sub-facility, of which $6.6 million was utilized as of June 30, 2026.
Current wording
The senior secured credit facility has a revolving credit facility available for borrowings by SS&C with $600.0 million in available commitments (“Revolving Credit Facility”), of which $373.4 million was available as of September 30, 2026. The Revolving Credit Facility also contains a $75.0 million letter of credit sub-facility, of which $6.6 million was utilized as of September 30, 2026.
Previous wording
The indentures governing the 5.5% Senior Notes and 6.5% Senior Notes contain a number of covenants that restrict, subject to certain thresholds and exceptions, our ability and the ability of our domestic restricted subsidiaries to incur debt or liens, make certain investments, pay dividends, dispose of certain assets, or enter into transactions with its affiliates. Any event of default under the amended senior secured credit facility that leads to an acceleration of those amounts due also results in a default under the indenture governing each of the Senior Notes.
Current wording
The indentures governing the 5.5% Senior Notes and 6.5% Senior Notes contain a number of covenants that restrict, subject to certain thresholds and exceptions, our ability and the ability of our domestic restricted subsidiaries to incur debt or liens, make certain investments, pay dividends, dispose of certain assets, or enter into transactions with our affiliates. Any event of default under the amended senior secured credit facility that leads to an acceleration of those amounts due also results in a default under the indenture governing each of the Senior Notes.
Previous wording
Under the Revolving Credit Facility portion of the amended senior secured credit facility, we are required to satisfy and maintain a consolidated net secured leverage ratio of 6.25x at the end of each fiscal quarter if the sum of (i) outstanding amount of all loans under the Revolving Credit Facility and (ii) all non-cash collateralized letters of credit issued under the Revolving Credit Facility in excess of $20 million is equal to or greater than 30% of the total commitments under the Revolving Credit Facility. The consolidated net secured leverage ratio is calculated as the ratio of consolidated net secured funded indebtedness, net of cash and cash equivalents, as defined by the amended senior secured credit facility, for the period of four consecutive fiscal quarters ended on the measurement date. Consolidated net secured funded indebtedness is comprised of indebtedness for borrowed money, letters of credit, deferred purchase price obligations and capital lease obligations, all of which is secured by leans on our property. In addition, the Term A-9 Loans will be subject to a 5.25x consolidated net secured leverage ratio commencing at the fiscal quarter ending December 31, 2024, which will, at our option, increase to 5.75x for four consecutive fiscal quarters following a material permitted acquisition. Our ability to meet either financial ratio can be affected by events beyond our control, and we cannot assure you that we will meet either ratio. Any breach of either financial covenant could result in an event of default under the amended senior secured credit facility. Upon the occurrence of any event of default under the amended senior secured credit facility, the lenders could elect to declare all amounts outstanding under the amended senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit. Any default and subsequent acceleration of payments under the amended senior secured credit facility would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the amended senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to baskets and ratios based on Consolidated EBITDA. Our consolidated net secured leverage ratio as of June 30, 2026 is 1.70.
Current wording
Under the Revolving Credit Facility portion of the amended senior secured credit facility, we are required to satisfy and maintain a consolidated net secured leverage ratio of 6.25x at the end of each fiscal quarter if the sum of (i) outstanding amount of all loans under the Revolving Credit Facility and (ii) all non-cash collateralized letters of credit issued under the Revolving Credit Facility in excess of $20 million is equal to or greater than 30% of the total commitments under the Revolving Credit Facility. The consolidated net secured leverage ratio is calculated as the ratio of consolidated net secured funded indebtedness, net of cash and cash equivalents, as defined by the amended senior secured credit facility, to Consolidated EBITDA for the period of four consecutive fiscal quarters ended on the measurement date. Consolidated net secured funded indebtedness is comprised of indebtedness for borrowed money, letters of credit, deferred purchase price obligations and capital lease obligations, all of which is secured by liens on our property. In addition, the Term A-9 Loans will be subject to a 5.25x consolidated net secured leverage ratio commencing at the fiscal quarter ending December 31, 2024, which will, at our option, increase to 5.75x for four consecutive fiscal quarters following a material permitted acquisition. Our ability to meet either financial ratio can be affected by events beyond our control, and we cannot assure you that we will meet either ratio. Any breach of either financial covenant could result in an event of default under the amended senior secured credit facility. Upon the occurrence of any event of default under the amended senior secured credit facility, the lenders could elect to declare all amounts outstanding under the amended senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit. Any default and subsequent acceleration of payments under the amended senior secured credit facility would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the amended senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to baskets and ratios based on Consolidated EBITDA. Our consolidated net secured leverage ratio as of September 30, 2026 is 1.59.