About $7.5 billion of rated debt
New York, February 20, 2013 -- Moody's Investors Service assigned a Ba3 rating to SunGard Data Systems
Inc.'s (SunGard) proposed $2 billion senior secured term
loan B due 2020. All other ratings, including the B2 corporate
family rating (CFR), were affirmed. The rating outlook is
stable. Proceeds from the new debt are expected to be used to repay
the $1.7 billion term loan due 2016 and a portion of the
$908 million term loan due 2017.
RATINGS RATIONALE
The B2 corporate family rating (CFR) reflects our expectation that SunGard's
financial leverage will likely remain elevated in the mid to high 5 times
range through 2013. The rating also incorporates the underperformance
of the Availability Services (AS) business relative to the Financial Systems
(FS) business. AS' revenues and profits have deteriorated in recent
years, as SunGard has not executed effectively in a recovery/business
continuity industry that is otherwise showing growth.
SunGard has made solid progress in reducing debt during 2012. Total
reported debt was reduced by $1.2 billion to $6.7
billion as of December 31, 2012 driven by the sale of its Higher
Education (HE) business, in which net proceeds of $1.22
billion were used to repay some of its senior secured credit facility
term loans. SunGard also repaid $717 million of other debt,
however, this was offset by new debt of $720 million to fund
a dividend payment. With the debt reduction, adjusted debt
to EBITDA has improved by over a turn to about 5.7 times as of
December 31, 2012.
The dividend payment issued in December 2012 to the private equity owners
was a reversal of SunGard's recent debt reduction initiatives.
We believe this will likely delay the anticipated initial public offering
(IPO). For a viable IPO story, we think that SunGard will
have to demonstrate sustained organic revenue growth in its core FS business
and stabilize the AS business.
Consistent revenue and profitability growth (in the low single digits)
with adjusted debt to EBITDA under 5x on a sustained basis could result
in a higher rating. The rating could be lowered if revenue or operating
profitability were to decline (e.g., continued revenue
and operating margin erosion in Availability Services) such that the company's
ratio of adjusted debt to EBITDA were to exceed 6.5x or free cash
flow were to fall below $300 million on a sustained basis.
The stable outlook reflects our expectation of flat revenue growth in
2013 given the weakness in the global financial services industry and
the time required to turnaround the Availability Services business.
We expect modest improvement to its financial leverage arising from cost
savings and annual free cash flow of about $400 million.
The stable outlook also assumes SunGard will not increase its debt leverage
significantly or make any further dividend payments to its private equity
sponsors.
Ratings assigned at Sungard Data Systems Inc.:
Senior Secured Term Loan B, Tranche E -- rated Ba3 (LGD 2,
27%)
Senior Secured Revolving Credit Facility due 2018 -- rated Ba3 (LGD
2, 27%)
Ratings affirmed at Sungard Data Systems Inc.:
Corporate Family Rating -- rated B2
Probability of Default -- rated B2-PD
Speculative Grade Liquidity Rating -- rated SGL-1
Senior Unsecured Global Notes due 2018 -- affirmed at Caa1 and a
LGD point estimates changed to (LGD 5, 78% from 75%)
Senior Unsecured Global Notes due 2020 -- affirmed at Caa1 and a
LGD point estimates changed to (LGD 5, 78% from 75%)
Senior Subordinated Global Notes due 2019 -- affirmed at Caa1 (LGD
6, 93%)
Senior Secured Revolving Credit Facility due 2016 -- affirmed at
Ba3 and a LGD point estimates changed to (LGD 2, 27% from
22%)
Senior Secured Term Loan B, Tranche A due 2014 -- affirmed
at Ba3 and a LGD point estimates changed to (LGD 2, 27% from
22%)
Senior Secured Term Loan B due 2016 -- affirmed at Ba3 and a LGD
point estimates changed to (LGD 2, 27% from 22%)
Senior Secured Term Loan due 2014 -- affirmed at Ba3 and a LGD point
estimates changed to (LGD 2, 27% from 22%)
Senior Secured Term Loan C due 2017 -- affirmed at Ba3 and a LGD
point estimates changed to (LGD 2, 27% from 22%)
Senior Secured Term Loan B, Tranche D due 2020 -- affirmed
at Ba3 and a LGD point estimates changed to (LGD 2, 27% from
28%)
Moody's affirmed the following at SunGard Data Systems Inc.
(Old)
Senior Global Notes due 2014 -- affirmed at B3 (LGD4-64%)
The rating outlook is stable.
With over $4.2 billion of projected annual revenues,
SunGard Data Systems Inc. is a provider of software and IT services,
and is owned by a consortium of private equity investors (including Bain,
Blackstone, KKR, Silver Lake, Texas Pacific Group,
GS Partners, and Providence Equity).
The principal methodology used in this rating was the Global Business
& Consumer Service Industry Methodology published in October 2010.
Other methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Please see the Credit Policy page
on www.moodys.com for a copy of these methodologies.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides certain regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this rating action, and
whose ratings may change as a result of this rating action, the
associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Stephen Sohn
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Robert P Jankowitz
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Moody's rates SunGard secured debt at Ba3; CFR affirmed at B2