SunGard Data Systems (the "Company") today announced that it intends to offer, in a private offering subject to market and other conditions, $500 million aggregate principal amount of senior notes due 2018 (the "notes").
Obligations under the notes will be guaranteed by all existing and future domestic subsidiaries that guarantee the Company's senior secured credit facilities and senior subordinated notes. The Company intends to use the net proceeds from the offering to repurchase a portion of its $1,600 million aggregate principal amount of 9⅛% senior notes due 2013.
The notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The initial issuance and sale of the notes will not be registered under the Securities Act, and the notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes, 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.
Separately, SunGard Data Systems ("SunGard" or the "Company") today announced that it intends to commence today a cash tender offer for a portion of its outstanding 9⅛% Senior Notes due 2013 (referred to below as the "notes"). The tender offer is expected to consist of an offer to purchase up to $500,000,000 aggregate principal amount (referred to below as the "tender cap") of the notes, and will be made pursuant to an "Offer to Purchase" dated today, which will set forth a more comprehensive description of the terms of the offer. The amount that is expected to be tendered for represents 31.25% of the aggregate outstanding principal amount of the notes subject to the offer. The table below sets forth information with respect to the notes and the tender offer. The principal amount of notes that is expected to be purchased in the tender offer may be prorated as set forth in the Offer to Purchase. Subject to applicable law, SunGard has the right to increase the tender cap at its discretion.
Title of Notes - 9⅛% Senior Notes due 2013
CUSIP/ISIN Numbers - 867363 AH6
Principal Amount Outstanding - $1,600,000,000
Tender Offer Consideration - $1,000.00
Early Tender Payment(1) - $25.31
Total Consideration - $1,025.31 per $1,000.00 principal amount
(1) Per $1,000 principal amount of notes tendered and accepted for purchase. Included in Total Consideration; not included in Tender Offer Consideration.
The tender offer is scheduled to expire at the expiration date, which is expected to be 12:00 midnight, New York City time, on November 30, 2010, unless extended or earlier terminated. Holders of notes must tender and not withdraw their notes at or before the early tender date, which is expected to be 5:00 p.m., New York City time, on November 15, 2010, unless extended, to receive the "Total Consideration." SunGard expects to accept and purchase, on or promptly following the early tender date, 31.25% of all notes tendered at or prior to the early tender date with all holders tendering prior to the early tender date prorated on an equal basis. SunGard expects to accept and purchase, on or promptly following the expiration of the tender offer, an amount of notes that together with the notes purchased on the early settlement date does not exceed the tender cap. If the total amount of notes tendered in the offer exceeds the tender cap, a portion of notes tendered by each tendering holder will be purchased according to proration, which will be determined such that all holders are prorated on an equal basis.
The Total Consideration payable for each $1,000 principal amount of notes validly tendered at or before the early tender date and accepted for payment is expected to equal to $1,025.31. Holders who tender their notes after the early tender date will, if such notes are purchased by us, receive the "Tender Offer Consideration," which is the Total Consideration minus an early tender payment that the Company expects will be $25.31 per $1,000 principal amount of notes, which will be payable promptly following the expiration date.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, holders of notes accepted for payment will receive accrued and unpaid interest from the last interest payment date for the notes to, but not including, the applicable settlement date.
Except as required by applicable law, notes tendered may be withdrawn only at or before the withdrawal date, which is expected to be 5:00 p.m., New York City time, on November 15, 2010, and notes tendered after the withdrawal date and before the expiration of the tender offer may not be withdrawn.
SunGard has retained J.P. Morgan Securities LLC and Goldman, Sachs & Co. to serve as dealer managers for the tender offer. SunGard has retained The Bank of New York Mellon to serve as the depositary and i-Deal LLC to serve as the information agent for the tender offer. Requests for documents may be directed to i-Deal LLC by phone at (888) 593-9546 or (212) 849-5000 or in writing at 1359 Broadway, 2nd Floor, New York, NY 10018. Questions regarding the tender offer may be directed to either J.P. Morgan Securities LLC at (800) 245-8812 or collect at (212) 270-1200 or Goldman, Sachs & Co. at (800) 828-3182 or collect at (212) 902-5183.
The tender offer is subject to the satisfaction of certain conditions. If any of the conditions is not satisfied, SunGard will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and will be able to terminate the tender offer. The tender offer will not be conditioned on the tender of a minimum principal amount of notes. SunGard will not be soliciting consents from holders of notes in connection with the tender offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The tender offer will be made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of SunGard, the dealer managers or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.