Synopsys, Inc. Announces $10 Billion Senior Notes Offering to Fund ANSYS Acquisition
Sunnyvale, CA (March 5, 2025) – Synopsys, Inc. (NASDAQ: SNPS) has announced a $10 billion Senior Notes offering to finance the pending acquisition of ANSYS, Inc. and to refinance ANSYS’s outstanding debt.

Details of the Senior Notes Offering
On March 3, 2025, Synopsys entered into an Underwriting Agreement with BofA Securities, HSBC Securities, and J.P. Morgan Securities as representatives of the underwriters. The offering includes:

$1 billion of 4.550% Senior Notes due 2027
$1 billion of 4.650% Senior Notes due 2028
$2 billion of 4.850% Senior Notes due 2030
$1.5 billion of 5.000% Senior Notes due 2032
$2.4 billion of 5.150% Senior Notes due 2035
$2.1 billion of 5.700% Senior Notes due 2055
The Notes are issued under SEC Registration Statement No. 333-285378, with a Final Prospectus Supplement dated March 3, 2025.

Use of Proceeds
Synopsys intends to use the net proceeds from the offering, along with:

Cash on hand
Borrowings under its existing term loan credit agreement
A bridge commitment facility, if applicable
The funds will be used to:

Pay part of the cash portion of the merger consideration for ANSYS
Cover transaction fees and expenses
Repay ANSYS’s outstanding indebtedness
Invest temporarily in marketable securities until the merger closes
If the merger is not completed, a Special Mandatory Redemption (SMR) will be triggered for the 2027, 2028, 2030, and 2032 Notes, and the proceeds will be used for general corporate purposes, including debt repayment.

Closing Conditions
The Senior Notes offering is expected to close on March 17, 2025, subject to customary closing conditions.

Underwriters' Role
The underwriters and their affiliates have previously provided:

Credit facilities and financing arrangements to Synopsys
Arranged term loan and revolving credit agreements on February 13, 2024
Committed bridge financing on January 15, 2024
Additional Information
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to Synopsys’s Form 8-K. This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation to buy any securities.