Synopsys in $10 Billion Inaugural Offering

Cleary Gottlieb is representing Synopsys Inc. (Synopsys) in its $10 billion inaugural SEC-registered offering of $1 billion aggregate principal amount of 4.55% senior notes due 2027, $1 billion aggregate principal amount of 4.65% senior notes due 2028, $2 billion aggregate principal amount of 4.85% senior notes due 2030, $1.5 billion aggregate principal amount of 5% senior notes due 2032, $2.4 aggregate principal amount of 5.15% senior notes due 2035, and $2.1 billion aggregate principal amount of 5.7% senior notes due 2055.

The offering priced on March 3, 2025, and is expected to close on March 17, 2025.

The proceeds of the offering will be used to fund part of the merger consideration for Synopsys’ pending acquisition of ANSYS Inc. (Ansys), on which Cleary is also representing Synopsys. The acquisition, which was announced on January 16, 2024, is expected to close in the first half of 2025, subject to the receipt of required regulatory approvals and other customary closing conditions. The acquisition values Ansys at an enterprise value of approximately $35 billion based on the closing price of Synopsys common stock on December 21, 2023.

Synopsys delivers trusted and comprehensive silicon to systems design solutions, from electronic design automation, including system verification and validation solutions, to silicon intellectual property (IP). Synopsys partners closely with semiconductor and systems customers across a wide range of industries to maximize their engineering and research and development (R&D) capacity.

Ansys develops and globally markets engineering simulation software and services widely used by engineers, designers, researchers, and students across a broad spectrum of industries and academia, including high-tech, aerospace and defense, automotive, energy, industrial equipment, material and chemicals, consumer products, healthcare, and construction.

The proposed transaction builds on an almost eight-year partnership and will combine a leader in semiconductor design automation and IP and a leader in simulation and analysis, well positioned to tackle customer R&D needs in the era of complex silicon proliferation.