KANSAS CITY, Mo., March 9, 2018 /PRNewswire/ -- DST Systems, Inc.
(the "Company" or "DST") (NYSE: DST) today announced that it has
commenced a consent solicitation (the "Consent Solicitation") from
(i) holders of its outstanding 5.06% Series C Senior Notes due 2018
and 5.42% Series D Senior Notes due 2020 (the "2010 Notes") issued
under the Note Purchase Agreement dated as of August 9, 2010 by and among the Company and the
purchasers party thereto (the "2010 Note Purchase Agreement") (ii)
holders of its outstanding 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 (the "2017 Notes" and,
together with the 2010 Notes, the "Notes") issued under the Master
Note Purchase Agreement dated as of November
14, 2017 by and among the Company and the purchasers party
thereto (the "2017 Note Purchase Agreement" and, together with the
2010 Note Purchase Agreement, the "Note Purchase Agreements") and
(iii) the purchasers of the 4.02% Series 2017A, Tranche C Senior
Notes due August 6, 2025 to be issued
under the 2017 Note Purchase Agreement (the "Tranche C Notes") to
amend certain provisions of the Note Purchase Agreements to (1)(a)
expressly provide for a conditional notice of redemption in certain
circumstances, including with respect to consummation of the
matters described in the previously announced Agreement and Plan of
Merger dated as of January 11, 2018
by and among DST, SS&C Technologies Holdings, Inc. and Diamond
Merger Sub, Inc. (the "Merger Agreement"), provided that the
Make-Whole Amount (as defined in the Note Purchase Agreements)
payable by the Company under an optional prepayment in connection
with a Change in Control (as defined in the Note Purchase
Agreements) resulting from the merger contemplated by the Merger
Agreement (the "Merger") will be calculated using a redemption date
that is 15 days after the consummation of the Merger and (b) allow
the Company to send such notice of redemption not less than 5 days
prior to the contemplated date for such prepayment, and (2) add
defeasance and discharge provisions within the Note Purchase
Agreements such that the Company's obligations under the Note
Purchase Agreements and Notes shall be satisfied and discharged
with respect to any Notes subject to an optional prepayment upon
the payment or irrevocable deposit with a paying agent of the
amounts payable in connection with such optional prepayment.
DST is also seeking approval of the purchasers of the Tranche C
Notes to terminate DST's obligation to issue the Tranche C Notes
and its ongoing obligations under the 2017 Note Purchase Agreement
(the "Termination Agreement").
![DST Logo (PRNewsFoto/DST Systems, Inc.) DST Logo (PRNewsFoto/DST Systems, Inc.)](https://mma.prnewswire.com/media/11625/dst_systems_inc_logo2500_21100jpg.jpg)
In addition, DST has commenced a cash tender offer (the "Tender
Offer") to purchase any and all of its outstanding Notes for a
purchase price equal to 100% of the principal amount of such Notes,
together with interest on such Notes accrued to, but not including,
the date of prepayment, concurrently with and conditioned upon the
closing of the Merger pursuant to the provisions of the respective
Note Purchase Agreements.
The Tender Offer is being made to satisfy DST's obligations
under the Note Purchase Agreements in connection with the pending
Change in Control (as defined in the Note Purchase Agreements) that
will result from the Merger. Settlement of the Tender Offer is
conditioned on the consummation of the Merger.
Holders are not required to tender their Notes in the Tender
Offer to deliver their consent to the Consent Solicitation.
The Consent Solicitation, the solicitation of approvals for the
Termination Agreement and the Tender Offer are each being made
pursuant to the Solicitation Statement and Offer to Purchase, dated
March 9, 2018, and a related
Transmittal Letter, which more fully set forth the terms and
conditions of the Consent Solicitation, the Termination Agreement
and the Tender Offer.
The Consent Solicitation and the solicitation of approvals for
the Termination Agreement will each expire at midnight, New York
City Time, on March 23, 2018, unless
extended or earlier terminated (such time and date as it may be
extended or earlier terminated with respect to either the Consent
Solicitation or the solicitation of approvals for the Termination
Agreement, the "Solicitation Expiration Date") and the Tender Offer
will expire at midnight, New York City Time, on April 6, 2018, unless extended or earlier
terminated (such time and date as it may be extended or earlier
terminated with respect to the Tender Offer, the "Offer Expiration
Date"), provided, however, that 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 may change the Solicitation Expiration Date
with respect to the Consent Solicitation or the solicitation of
approvals for the Termination Agreement or the Offer Expiration
Date with respect to the Tender Offer at any time.
The Tender Offer is contingent upon the satisfaction of certain
customary conditions, including the consummation of the Merger. If
any of the conditions are not satisfied, DST is not obligated to
accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered Notes and may terminate the
Tender Offer.
This press release does not constitute a notice of redemption
under the optional redemption provisions of the Note Purchase
Agreements, nor does it constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful.
Important Additional Information and Where to Find It
In connection with the proposed merger, the Company has filed with
the Securities and Exchange Commission ("SEC") a definitive
proxy statement on February 27,
2018. The Company may also file other documents with the SEC
regarding the proposed transaction. STOCKHOLDERS ARE URGED TO
CAREFULLY READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy
statement and other relevant materials (when available), and any
and all documents filed by the Company with the SEC, may be
obtained for free at the SEC's website at www.sec.gov. In addition,
stockholders may obtain free copies of the documents filed with the
SEC by the Company via the Company's Investor Relations section of
its website at www.dstsystems.com or by contacting Investor
Relations by directing a request to the Company, Attention:
Investor Relations, 333 W. 11th, 5th Floor, Kansas City, MO 64105, or by calling (816)
435-4925.
Participants in the Merger Solicitation
This press release does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. The Company, its directors, executive officers and certain
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of the Company in connection with the
proposed merger. Information about the persons who may, under the
rules of the SEC, be considered to be participants in the
solicitation of the Company's stockholders in connection with the
proposed merger, and any interest they have in the proposed merger,
is set forth in the definitive proxy statement, which was filed
with the SEC on February 27, 2018.
Additional information regarding these individuals is set forth in
the Company's proxy statement for its 2017 Annual Meeting of
Stockholders, which was filed with the SEC on March 24, 2017, and its Annual Report on Form
10-K for the fiscal year ended December 31,
2017, which was filed with the SEC on February 28, 2018. These documents may be
obtained for free at the SEC's website at www.sec.gov, and via the
Company's Investor Relations section of its website at
www.dstsystems.com.
Cautionary Statement Regarding Forward-Looking Statements
This document may include "forward-looking" statements, including,
without limitation, statements relating to the completion of the
merger. In this context, forward-looking statements often address
expected future business and financial performance and financial
condition, and often contain words such as "expect," "anticipate,"
"intend," "plan," "believe," "seek," "see," "will," "would,"
"target," similar expressions, and variations or negatives of these
words. Forward-looking statements by their nature address matters
that are, to different degrees, uncertain, such as statements about
the consummation of the proposed merger and the anticipated
benefits thereof. These and other forward-looking statements are
not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements, including the failure to consummate the proposed merger
or to make any filing or take other action required to consummate
such merger in a timely matter or at all. The inclusion of such
statements should not be regarded as a representation that any
plans, estimates or expectations will be achieved. You should not
place undue reliance on such statements. Important factors that
could cause actual results to differ materially from such plans,
estimates or expectations include, among others, that: (1) the
Company may be unable to obtain stockholder approval as required
for the merger; (2) conditions to the closing of the merger,
including obtaining required regulatory approvals, may not be
satisfied or waived on a timely basis or otherwise; (3) a
governmental entity or a regulatory body may prohibit, delay or
refuse to grant approval for the consummation of the merger and may
require conditions, limitations or restrictions in connection with
such approvals that can adversely affect the anticipated benefits
of the proposed merger or cause the parties to abandon the proposed
merger; (4) the merger may involve unexpected costs, liabilities or
delays; (5) the business of the Company may suffer as a result of
uncertainty surrounding the merger or the potential adverse changes
to business relationships resulting from the proposed merger; (6)
legal proceedings may be initiated related to the merger and the
outcome of any legal proceedings related to the merger may be
adverse to the Company; (7) the Company may be adversely affected
by other general industry, economic, business, and/or competitive
factors; (8) there may be unforeseen events, changes or other
circumstances that could give rise to the termination of the merger
agreement or affect the ability to recognize benefits of the
merger; (9) risks that the proposed merger may disrupt current
plans and operations and present potential difficulties in employee
retention as a result of the merger; (10) there may be other risks
to consummation of the merger, including the risk that the merger
will not be consummated within the expected time period or at all;
and (11) the risks described from time to time in the Company's
reports filed with the SEC under the heading "Risk Factors,"
including the Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K and in other of the
Company's filings with the SEC. Such risks include, without
limitation: the effects of competition in the businesses in which
the Company operates; changes in customer demand and the Company's
ability to provide products and services on terms that are
favorable to it; and the impacts of breaches or potential breaches
of network, information technology or data security, natural
disasters, terrorist attacks or acts of war or significant
litigation and any resulting financial impact not covered by
insurance. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
the Company's financial condition, results of operations, credit
rating or liquidity. These risks, as well as other risks associated
with the proposed merger, are more fully discussed in the
definitive proxy statement that was filed with the SEC in
connection with the proposed merger on February 27, 2018. There can be no assurance that
the merger will be completed, or if it is completed, that it will
close within the anticipated time period or that the expected
benefits of the merger will be realized. Readers are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date on which such statements were made.
Except as required by applicable law, the Company undertakes no
obligation to update forward-looking statements to reflect events
or circumstances arising after such date.
About DST
DST Systems, Inc. (NYSE: DST) is a leading provider of specialized
technology, strategic advisory, and business operations outsourcing
to the financial and healthcare industries. We assist clients in
transforming complexity into strategic advantage by providing tools
and services to help them stay ahead of and capitalize on
ever-changing customer, business and regulatory requirements in the
world's most demanding industries. For more information, visit the
DST website at www.dstsystems.com.
Contact:
Gregg Wm. Givens
Senior Vice President, Chief Financial Officer and Treasurer
DST Systems, Inc.
333 West 11th Street
Kansas City, MO 64105-1594
(816) 435-5503
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SOURCE DST Systems, Inc.