SS&C Technologies Holdings, Inc. (Nasdaq:SSNC) (‘SS&C’) entered into a definitive agreement to acquire DST Systems, Inc. (NYSE:DST) (‘DST’) for $5.1 billion on January 11, 2018. Under the terms of the agreement, SS&C will purchase DST in an all-cash transaction for $84 per share plus assumption of debt. Additionally, each outstanding vested DST equity award will be cancelled and converted into a cash payment equal to the product of (a) (1) for each DST equity award of options to purchase shares of DST Stock, the excess, if any, of the consideration over the exercise price per share of DST Stock and (2) for each other DST equity award, consideration, multiplied by (b) the number of shares of DST stock subject to such DST equity award, (ii) each outstanding unvested option and outstanding unvested award of restricted stock units will be converted into an equivalent equity award with respect to common stock of SS&C and (iii) each outstanding unvested award of performance stock units will be converted into an award of time-vesting restricted stock units with respect to SS&C Stock. SS&C plans to fund the acquisition partly with cash on hand and refinance its existing debt with a combination of debt and equity. Additionally, SS&C entered into a commitment letter with Credit Suisse AG, Cayman Islands Branch, Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding, Inc. (‘Parties’) in connection with the merger. Pursuant to the commitment letter, the parties have committed to provide to SS&C Senior Secured Credit Facilities and to the extent that the aggregate gross proceeds of the Notes and/or Equity Securities issued and sold on or prior to the closing date of the merger is less than $1.25 billion, the Bridge Facility. As of April 3, 2018, SS&C commenced an underwritten public offering of up to $1.25 billion of its common stock, subject to market conditions. SS&C intends to grant the underwriters a 30-day option to purchase up to an additional $187.5 million of its common stock for sale in the offering. SS&C intends to use approximately $728 million of the net proceeds of this offering, together with the proceeds from debt financing transactions, to finance its pending acquisition of DST Systems, Inc. As of April 16, 2018, a new $5.1 billion senior secured term loan B facility made available to SS&C Technologies, Inc., a new $1.8 billion senior secured term loan B facility, approximately $525 million in aggregate principal amount of the SS&C Technologies existing term loan B-1 and B-2 facilities and a $250 million senior secured revolving credit facility made available to SS&C Technologies, Inc., $25 million of which is available for letters of credit. Post-closing, DST will operate as wholly owned subsidiary of SS&C. In case of termination, DST may be required to pay SS&C a fee equal to $165 million. The transaction is subject to approval by a majority of DST's stockholders, clearances by the relevant regulatory authorities, the expiration or termination of the applicable Hart-Scott-Rodino waiting period and the receipt of requisite approvals under the competition law of Ireland and other customary closing conditions. The closing is not subject to SS&C’s stockholders approval and obtaining the financing for the transaction. Both SS&C's and DST's Board of Directors have approved the transaction. Additionally, DST Systems’ Board recommended its stockholders to vote in favor of the agreement. As on March 5, 2018, Federal Trade Commission granted an early termination notice to SS&C. As of March 28, 2018, DST stockholders voted in favor of transaction and approved the merger with SS&C. The transaction is expected to close by the third quarter of 2018. As of March 23, 2018, the transaction is expected to close before the end of the second quarter of 2018. As of March 28, 2018, the transaction is currently expected to close in April 2018 or May 2018. SS&C expects $150 million of run-rate cost savings annually, achieved by 2020. The transaction is expected to be immediately accretive to SS&C’s adjusted earnings per share before synergies, and is expected to result in mid-teens earnings growth in 2019. Credit Suisse and Morgan Stanley (NYSE:MS) acted as financial advisors and Leonard Kreynin, Cheryl Chan, Michael Gilson, Michael Mollerus, Lawrence E. Wieman, Joseph A. Hall, John H. Runne, Michael Sholem, Jeffrey P. Crandall and David Mollo-Christensen of Davis Polk & Wardwell acted as legal advisors to SS&C. Kevin Brunner, David Fishman, Alok Matapurkar and Todd Kaplan of BofA Merrill Lynch acted as financial advisors and Rachel Arnett, Clifford Aronson, Patrick Brandt, Laura Kaufmann Belkhayat, Steven Matays, Giorgio Motta, Regina Olshan, Anna Rips, Stephanie Teicher, Maxim O. Mayer-Cesiano and Eileen T. Nugent of Skadden, Arps, Slate, Meagher & Flom acted as legal advisors to DST. Scott A. Barshay, David M. Klein and Scott P. Grader of Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisors to Credit Suisse. Computershare Trust Company, NA acted as the transfer agent and Innisfree M&A Inc. acted as the proxy solicitor for DST. Innisfree will receive $25,000 as fees for services provided in connection with the transaction. DST has agreed to pay BofA Merrill Lynch for its services in connection with the merger an aggregate fee currently estimated to be approximately $34 million, of which $1.5 million was payable upon delivery of its opinion and the remaining portion of which is contingent upon consummation of the merger. Broadridge Financial Solutions, Inc. and Computershare Fund Services acted as proxy solicitors for ALPS Advisors, an indirect wholly owned subsidiary of DST.