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Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Announce a Cash Offer to purchase up to $385,000,000 of SunGard Data Systems Inc.'s 73/8% Senior Notes due 2018

NEW YORK, Feb. 10, 2014 /PRNewswire/ -- Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Purchasers") today announced that they are commencing an offer to purchase for cash up to $385,000,000 of SunGard Data Systems Inc.'s (the "Company") outstanding 7⅜% Senior Notes due 2018, CUSIP No. 867363AR4 (the "Notes") through a cash offer (the "Offer").

The Offer will expire at 8:00 a.m., New York City time, on March 11, 2014, unless extended or the Offer is earlier terminated by the Purchasers in their sole discretion (such date and time, as the same may be extended, the "Expiration Time").  We expect to terminate the Offer if the Separation Condition (as defined below) has not been satisfied prior to the Expiration Time.  Registered holders of the Notes (each, a "Holder") must validly tender and not properly withdraw their Notes at or before the Expiration Time to be eligible to receive the applicable consideration.  To be eligible to receive the "Total Consideration", which includes the "Early Tender Premium", Holders must validly tender and not properly withdraw their Notes at or before 5:00 p.m., New York City time, on February 24, 2014, unless such date and time are extended or the Offer is earlier terminated by the Purchasers in their sole discretion (such date and time, as the same may be extended, the "Early Tender Deadline").  Holders who validly tender their Notes after the Early Tender Deadline and at or before the Expiration Time will be eligible to receive only the "Tender Offer Consideration".


Description of


Tender Offer





7⅜% Senior Notes due

$900.0 million




$385.0 million


Per $1,000 principal amount of Notes tendered at or before the Early Tender Deadline.


Per $1,000 principal amount of Notes and excluding accrued and unpaid interest on the Notes, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable.

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offer shall as set forth in the table above.  The Total Consideration includes an early tender premium of $30.00 per $1,000 (the "Early Tender Premium").  The "Tender Offer Consideration" is the Total Consideration, minus the Early Tender Premium.  In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders whose Notes are accepted for purchase will receive accrued and unpaid interest on such Notes from the last interest payment date for the Notes to, but not including, the settlement date for the Offer, which is expected to be promptly following the Expiration Date.

If, at the Expiration Time, the aggregate principal amount of Notes validly tendered exceeds the Maximum Purchase Amount, the Notes that are accepted for purchase will be subject to proration as described further in Purchasers' Offer to Purchase, dated February 10, 2014.

Tenders of Notes may be withdrawn at any time before 5:00 p.m., New York City time, on February 24, 2014 unless such date and time are extended or the Offer is earlier terminated by the Purchasers in their sole discretion (such date and time, as the same may be extended, the "Withdrawal Deadline") but not thereafter, except as required by law.

The obligation of the Purchasers to purchase Notes under the Offer is subject to certain conditions, including the Purchasers being satisfied, in their sole discretion, that (a) the transactions contemplated by Company's plan to split off its Availability Services businesses are likely to be consummated no earlier than 14 days and no later than 21 days after the acquisition of Notes pursuant to the Offer and all governmental and regulatory approvals required to consummate such transactions have been obtained (the "Separation Condition"), (b) at least $385,000,000 aggregate principal amount of Notes are validly tendered and not withdrawn.  Subject to applicable law and the terms set forth in the Offer, the Purchasers reserve the right to (i) waive or modify in whole or in part any and all conditions to the Offer, (ii) extend the Early Tender Deadline or the Expiration Time, (iii) modify the Offer, (iv) increase, decrease or waive the amount of Notes subject to the Offer, or (v) otherwise amend the Offer in any respect.  In addition, at any time, any Purchaser may terminate the Offer (as to itself) in its sole discretion.  Full details of the terms and conditions of the Offer are included in the Purchasers' Offer to Purchase.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Requests for documents relating to the Offer may be directed to Global Bondholder Services Corp., the Information Agent, at (212) 430-3774 or (866) 924-2200.  Questions regarding the Offer may be directed to Citigroup Global Markets (800) 558-3745 (U.S. toll-free) and (212) 723-6106 (Collect); BofA Merrill Lynch at (888) 292-0070 (U.S. toll-free) and (980) 387-3907 (collect); and Deutsche Bank Securities Inc. at (866) 627-0391 (U.S. toll-free) and (212) 250-2955 (collect).



SOURCE Citigroup Global Markets Inc.; Deutsche Bank Securities Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated

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