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SunGard Data Systems, Inc. (SDS)
$11.3B Management-Led Buyout
SunGard Data Systems LBO
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 $11.3
billion buyout by private equity consortium
- 2nd largest LBO ever, when announced
- SunGard provides software and processing
solutions,
primarily for financial services industry
- Considered more leverageable than most tech
companies because of cash flows from contracts for disaster recovery and
internal software systems
- Buyout talks followed SDS's announced plans for a
spin-off of its disaster recovery unit
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Background
through 6.27.05
Deal
terms
Announced
3.28.05
Closed
8.11.05
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Advisors
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Advisors
- Consortium financial advisors / bankers:
- JPMorgan
- Citigroup Global Markets
- Deutsche Bank Securities
- Goldman Sachs
- Morgan Stanley
- Consortium legal advisors: Ropes & Gray / Simpson
Thacher
- Sungard: CSFB / Shearman & Sterling
- Sungard management: Morgan Lewis
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Other Agreements
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Agreements
 Notable
terms
- Financing commitments - §4.08
- Guarantees - §4.09 / Annex I
-
No shop covenant - §6.04
- Debt financing covenant - §6.08
- "Market MAC" condition - §7.02(d)
- "Lender MAC" condition - §7.02(e)
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§8.03 Break-up fee - Up to $300 million
Rights
plan amendment
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Club Deal
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Seven
firms involved, led by Silver Lake Partners
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Fairness Opinions
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Fairness
opinions
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Proxy Solicitation - 13e-3 Filings
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Proxy
Solicitation
Definitive
proxy statement 6.27.05
Management
to co-invest $109.8 million
SEC_CODE_REF_0090001192884
Schedule
13E-3 filings
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Shareholder
litigation
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In
Re Sunguard
- Refuses request for expedited proceedings
- No colorable claim of a disclosure violation
- Plaintiff raised claims over disclosure of
Lazard's fairness analysis and
SunGard's favoring buy-out over original spin-off
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Interim
communications
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Items
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Related Topics
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