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Published on 2/14/2024 in the Prospect News Bank Loan Daily.

Synopsys enters up to $4.3 billion term loan, amends revolver

By Wendy Van Sickle

Columbus, Ohio, Feb. 14 – Synopsys, Inc. entered into a term loan facility credit agreement for up to $4.3 billion and entered into a sixth amended and restated credit agreement on Tuesday for an $850 million senior revolving credit facility, according to an 8-K filed with the Securities and Exchange Commission.

The company may borrow under the term loan upon the completion of the acquisition of all the outstanding shares of Ansys, Inc. by Synopsys in a cash-and-stock transaction. Some amendments to the revolver became effective at closing and some will become effective upon the completion of the acquisition.

The term loan provides the ability to borrow up to $4.3 billion at closing of the merger for the purpose of financing a portion of the cash consideration. The loan is broken into a $1.45 billion two-year tranche and a $2.85 billion three-year tranche.

Borrowings bear interest at term SOFR plus a margin ranging from 87.5 basis points to 137.5 bps, depending on Synopsys’ credit ratings. There is a ticking fee of 10 bps on the actual daily undrawn portion of the commitments from and including May 14 to the earlier of termination or expiration of the commitments and the funding of the commitments

JPMorgan Chase Bank, NA is the administrative agent and a bookrunner and lead arranger along with HSBC Securities (USA) Inc. and BofA Securities, Inc. HSBC and Bank of America, NA are the co-syndication agents.

Mizuho Bank, Ltd., Bank of Nova Scotia, TD Bank, NA, Truist Bank and Wells Fargo Bank, NA are the co-documentation agents.

Revolver amendment

On completion of that acquisition, the margin used to determine the interest rate under the revolver will be based on Synopsys’ credit ratings, and financial covenant thresholds requiring maintenance of a maximum consolidated leverage ratio were amended. The margin continues to be from 78.5 bps to 97.5 bps above term SOFR.

The maturity date continues to be Dec. 14, 2027 and may be further extended at the company’s option.

Synopsys is a software developer based in Mountain View, Calif.


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