UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 18, 2012
Commission file numbers:
SunGard Capital Corp. 000-53653
SunGard Capital Corp. II 000-53654
SunGard Data Systems Inc. 1-12989
SunGard® Capital Corp.
SunGard® Capital Corp. II
SunGard® Data Systems Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 20-3059890 | |
Delaware | 20-3060101 | |
Delaware | 51-0267091 | |
(State or other Jurisdiction of Incorporation) |
(IRS Employer Identification No.) |
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On October 18, 2012, SunGard Data Systems Inc. (SunGard or the Company) issued a press release announcing that it intends to offer, in a private offering subject to market and other conditions, $500 million aggregate principal amount of senior subordinated notes due 2019 (the notes). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Subsequently, on October 18, 2012, the Company increased the offering size to an aggregate principal amount of $1,000 million and set the coupon rate at 6.625%. The notes will be issued at 100% of par amount.
The Company intends to use the net proceeds from the offering, along with cash on hand, to repurchase or redeem all of its $1,000 million aggregate principal amount of 10 1/4% senior subordinated notes due 2015 (the Existing Senior Subordinated Notes). On October 18, 2012, the Company commenced a tender offer (the Tender Offer) to purchase for cash any and all of its Existing Senior Subordinated Notes. The Company currently expects that it will exercise its right under the indenture governing the Existing Senior Subordinated Notes to optionally redeem any and all Existing Senior Subordinated Notes not purchased by the Company in the Tender Offer. This Current Report does not constitute an offer to purchase or a notice of redemption of the Existing Senior Subordinated Notes.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit 99.1 | Press Release, dated October 18, 2012 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUNGARD CAPITAL CORP. | ||||
SUNGARD CAPITAL CORP. II SUNGARD DATA SYSTEMS INC. | ||||
Date: October 23, 2012 | By: | /s/ Charles J. Neral | ||
Charles J. Neral | ||||
Senior Vice President, Finance and Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit |
Exhibit | |
Exhibit 99.1 | Press Release, dated October 18, 2012 |
4
Exhibit 99.1
For more information, contact:
George Thomas media contact | ||
Henry Miller financial contact | Tel: 484-582-5635 | |
Tel: 484-582-5445 | george.thomas@sungard.com | |
henry.miller@sungard.com |
SunGard Data Systems Inc. Announces Offering of $500 Million of Senior Subordinated Notes
WAYNE, PA, October 18, 2012 SunGard Data Systems Inc. (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 subordinated notes due 2019 (the notes). Obligations under the notes will be guaranteed by all existing and future domestic subsidiaries that guarantee the Companys senior secured credit facilities, senior notes and senior subordinated notes. The Company intends to use the net proceeds from the offering to repurchase a portion of its $1,000 million aggregate principal amount of 10 1/4% senior subordinated notes due 2015.
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.
About SunGard
SunGard is one of the worlds leading software and technology services companies. SunGard has more than 17,000 employees and serves approximately 25,000 customers in more than 70 countries. SunGard provides software and processing solutions for financial services, education and the public sector. SunGard also provides disaster recovery services, managed IT services, information availability consulting services and business continuity management software. With annual revenue of about $4.5 billion, SunGard is the largest privately held software and services company and is ranked 480 on the Fortune 500. For more information, please visit: www.sungard.com.
Trademark Information: SunGard and the SunGard logo are trademarks or registered trademarks of SunGard Data Systems Inc. or its subsidiaries in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.
Safe Harbor Statement under Private Securities Litigation Reform Act of 1995
Statements in this release other than historical facts constitute forward-looking statements. You can identify forward-looking statements because they contain words such as believes, expects, may, will, would, should, seeks, approximately, intends, plans, estimates, or anticipates or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates, financial results and pro forma estimates are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Some of the factors that we believe could affect our results include: general economic and market conditions; the overall condition of the financial services industry, including the effect of any further consolidation among financial services firms; our high degree of leverage; the effect of war, terrorism, natural disasters or catastrophic events; the effect of disruptions to our systems and infrastructure; the timing and magnitude of software sales; the timing and scope of technological advances; customers taking their information availability solutions in-house; the trend in information availability toward solutions utilizing more dedicated resources; the market and credit risks associated with broker/dealer operations; the ability to retain and attract customers and key personnel; risks relating to the foreign countries where we transact business; the integration and performance of acquired businesses; the ability to obtain patent protection and avoid patent-related liabilities in the context of a rapidly developing legal framework for software and business-method patents; a material weakness in our internal controls; and unanticipated changes in our tax provision or the adoption of new tax legislation. The factors described in this paragraph and other factors that may affect our business or future financial results are discussed in our periodic filings with the U.S. Securities and Exchange Commission, copies of which may be obtained from us without charge. We assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors.
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