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Developments
RSA Security / EMC Cash Merger
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 Storage
company buys information security company
- RSA is being investigated over stock option
backdating
 MAC
clause carve-out re: option backdating
- Merger agreement §3.1
At pages 5-6
- Company Material Adverse Effect
definition:
... provided, however, that none of the following, or any change, event,
circumstance or development resulting or arising from the following, shall
constitute, or shall be considered in determining whether there has occurred, a
Company Material Adverse Effect:
...
(d) any matters relating to or arising out of the inquiries and claims regarding
the Companys option grant practices described in Section 3.12 of the Company
Disclosure Schedule, as well as any other matters relating to or arising out of
the option grant practices that are the subject matter of such inquiries;
Merger
announcement discussion
- From conference call transcript
- RSA CEO: "So, first of all, we have an SEC inquiry and a DOJ subpoena essentially looking
for the same level of information. So right now its an inquiry and a request
for information. Im comfortable that weve always had strong corporate
governance practices. Weve applied them consistently, weve strengthened them
over the years in conjunction with evolution of law and standards, but I can
also tell you that this has not been the least of a management distraction to
us, and were complying fully with the investigation."
- EMC CFO: "Obviously, we looked at this issue and feel comfortable with RSAs response.
Next question, please."
 Announced
6.29.06
Advisors
- EMC: In-house
- RSA: JP Morgan / Wilmer Cutler
Agreements
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Computer Sciences Market Test - Share
Repurchase
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Company
announces $2B stock buyback
- Will buy back up to 19% of shares outstanding
- Using an accelerated share repurchase program
- Balance in open market purchases
After
exploring its strategic options
- Hires Goldman Sachs
- After receiving expressions of interest
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Serena Software LBO
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Change
management software company to go private
- $1.2 billion buyout by Silver Lake Partners
Announced
11.08.05
Closed
3.10.06
Advisors
- Serena: Morgan Stanley / Wilson Sonsini
- Management: Gibson Dunn
- Silver Lake: Merrill / Lehman / Simpson Thacher
Proxy
solicitation
Schedule
13E-3 filings
Agreements
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GEAC Computer (Canada) LBO
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CFO
information support company to go private
- US$1.0 billion buyout by Golden Gate Capital
- US$11.10 per share
-
GEAC stock chart
Announced
11.07.05
- Includes press release (App A)
- Includes transaction agreement (App B)
Advisors
- Golden Gate: Kirkland & Ellis / Borden Ladner
- GEAC: Blake Cassels
Agreements
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Fidelity National Information Services / Certegy Stock Merger
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Merger
of smaller public company (Certegy) with
a subsidiary of another public company (FNIS)
-
FNIS provides information services to financial institutions
- FNIS shareholders will get 67.5% pro forma
ownership
◊ 75% to Fidelity National Financial
(50.6%)
◊ 25% to private equity firms (16.9%)
Deal
terms
- FNIS will merge into a CEY merger subsidiary
- 0.6396 CEY share issued per FNIS share
- CEY (Georgia) / FNIS (Delaware)
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Merger terms
- Name change to "Fidelity National Information
Services"
- FNIS is acquiror for accounting purposes
- 4 FIS directors
- 4 CEY directors
- 1 TH Lee director
- 1 Texas Pacific director
- $65 million break-up fee
- Deal subject to CEY shareholder approval
Advisors
- Certegy: Citigroup/ Deutsche Bank / Kilpatrick/
Covington
- FNIS: Bear Stearns / Stephens / Weil Gotshal
Announced
9.15.05
Closed
1.26.06
Proxy
solicitation
Agreements
Notable
terms
Interim
communications
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SS&C Technologies LBO
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$1
billion acquisition by Carlyle Group
- SS&C provides software and processing
solutions,
primarily for financial services industry
Advisors
- Carlyle: Wachovia / Latham
- SS&C: SunTrust / America's Growth Capital
/ Wilmer Cutler
- Special committee: Morris Nichols
- SS&C management: Cadwalader
Announced
7.28.05
Closed
11.23.05
Agreements
Proxy
Solicitation
Definitive
proxy statement 10.19.05
Fairness
opinions
SEC_CODE_REF_0090001192884
Schedule
13E-3 filings
Interim
communications
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SunGard Data Systems LBO
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$11.3
billion buyout by private equity consortium
- 2nd largest LBO ever
- 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
Seven
firms involved, led by Silver Lake Partners
Deal
terms
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
Announced
3.28.05
Closed
8.11.05
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)
-
§8.03 Break-up fee - Up to $300 million
Rights
plan amendment
Proxy
Solicitation
Definitive
proxy statement 6.27.05
Fairness
opinions
Management
to co-invest $109.8 million
Schedule
13E-3 filings
Shareholder
litigation
- 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
Interim
communications
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Fidelity National Information
Services Recapitalization
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Recapitalization
of information services subsidiary
- $2.8 billion senior secured borrowing by
subsidiary
- $2.7 billion tax-free distribution to parent
- $10 per share special dividend to parent
stockholders
- 25% minority stake in sub sold to private equity
funds
Advisors
- Fidelity National:
- TH Lee: Weil Gotshal
- Texas Pacific: Cleary Gottlieb
Announced
12.08.04
Private
equity investment 12.23.04
-
Amended agreement
3.08.05
- Amended to add Evercore METC Capital Partners II
L.P. and Banc of America Capital Investors as investors
Bank
credit facility 3.09.05
- Bank of America, agent
- $800 million six-year term
- $2.0 billion eight-year term
- $400 million revolver
- Amends 2003 credit facility
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SunGard Availability Inc Proposed
Spin-Off
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Proposed
spin-off of SunGard Data Systems'
disaster recovery business
- Abandoned after parent received a
buyout proposal
Announced
10.04.04
Form
10 Filing 12.30.04
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Fidelity National Information
Services Carve-out IPO - Abandoned
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IPO
of information services subsidiary
Underwriters
- Counsel
- Morgan Stanley - Bear Stearns
- Company counsel: LeBoeuf Lamb
- Underwriter counsel: Davis Polk
SEC
filings
Agreements
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UGS PLM / EDS Subsidiary Sale - Private Equity
Club Deal
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Private
equity consortium buys UGS PLM Solutions
- EDS' product lifecycle management subsidiary
Advisors | |
