Overview -- U.S. software and technology services company SunGard Data Systems Inc. is issuing $720 million of incremental term loan B to fund a planned $750 million dividend payment to shareholders. It is also amending its current agreement to allow for the borrowing and payment of the dividend, as well as to allow for additional operating flexibility. -- We are affirming our 'B+' corporate credit rating on SunGard. The existing issue-level ratings on the outstanding debt are also affirmed and the recovery ratings are unchanged. -- In addition, we are assigning a 'BB' issue-level rating to the proposed incremental term loan B. -- The stable outlook reflects the company's strong market position and consistent operating performance. Rating Action On Dec. 6, 2012, Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Wayne, Pa.-based SunGard Data Systems Inc. The outlook is stable. We also affirmed our 'BB' issue-level rating on the company's existing senior secured notes, term loan B, and revolving credit facility (two notches above the corporate credit rating). The recovery rating on this debt remains '1', indicating our expectation that lenders can expect very high (90% to 100%) recovery in the event of a payment default. In addition, we are assigning our 'BB' bank loan rating with a recovery rating of '1' to the new extended term loan B tranche D. We affirmed our 'B' issue-level rating on the outstanding senior notes. The '5' recovery rating indicates our expectation that lenders that can expect modest recovery (10% to 30%) in the event of a payment default. Our 'B-' rating on the outstanding subordinated notes is unchanged. The recovery rating on the notes is '6', indicating our expectation of negligible (0% to 10%) recovery in the event of a payment default. Rationale The ratings on software and technology services company SunGard Data Systems Inc. reflect Standard & Poor's Ratings Services' expectation that the company's "satisfactory" business risk profile and significant base of recurring revenues will continue to support its "highly leveraged" financial risk profile. The ratings also reflect SunGard's healthy cash flow generation and strong position in the fragmented market for investment-support processing software. SunGard reported revenues of $3.1 billion for the nine months ended Sept. 30, 2012, compared with $3.3 billion the prior year. The Financial Systems segment, which accounts for nearly two-thirds of revenues, experienced a 5% decline (4% decline on a constant currency basis), largely because of a decline in the broker/dealer business and several significant license transactions that occurred in 2011 with no comparable deals in 2012. The Availability Services segment (about 33% of total revenues) reported a 4% decline (down 3% on a constant currency basis), largely because of decreases in recovery services. This segment has suffered pressure from mature disaster recovery market conditions, a shift in customer demand to broader availability solutions, and competitive pricing pressure. EBITDA of $1.2 billion and margins of 29.9% for the 12 months ended September compared with the year earlier level of $1.3 billion and 29.2%, respectively. SunGard has previously indicated that it is evaluating alternatives with respect to its Availability Services segment, including a potential spinoff of the business. However, the success, timing, and capital structure of SunGard following any potential actions are uncertain and we are currently not incorporating them into our ratings or outlook. We will assess the effect of any transaction if and when there is a proposal to evaluate. The company closed on the sale of its Higher Education business, which accounted for 11% of its revenues in 2011, in January 2012 for $1.775 billion. EBITDA margins are subject to moderate seasonal variation, but have consistently been in the mid- to high-20% area on an annual basis. SunGard's revenue and earnings predictability benefits from high contractually recurring revenues, high customer switching costs, and defensible market positions. We expect moderate acquisition activity will enhance organic growth opportunities and product portfolio diversity. The ratio of total debt to EBITDA was 5.7x as of Sept. 30, 2012, compared with 6.7x at year-end 2011. The company applied net proceeds of $1.2 billion from the sale of the Higher Education business in January to debt repayment. With the contemplated dividend and associated financing, pro forma year-end 2012 leverage will be about 6.8x, in line with the year-earlier level. The current rating and outlook incorporate the expectation that the company will largely use free operating cash flow for internal investment and acquisitions in the future. As a result, we expect total adjusted debt to EBITDA to remain in the mid-6x area over the medium term. While a spinoff of the Availability Services segment would reduce business diversity and cash flow, it could potentially also reduce the remaining debt burden at SunGard. Liquidity SunGard has "adequate" liquidity, with sources of cash likely to substantially exceed uses for the next 12 to 24 months. Cash sources include cash and short-term investment balances of $752 million as of Sept. 30, 2012, and likely positive annual discretionary cash flow in the near term. We expect uses to include moderate working capital investments and annual capital expenditures of about $300 million. Relevant aspects of SunGard's liquidity, in our view, are as follows: -- We see coverage of uses to be in excess of 1.5x for the next 12 months, in part reflecting minimal near-term debt maturities. -- We expect that net sources would be positive in the near term, even with a 30% decline in EBITDA from December 2011 full-year levels. -- In addition to cash balances, access to revolving credit facilities--totaling $880 million and maturing in November 2016--provide liquidity. -- SunGard expects to amend its existing credit agreement to provide adequate headroom under its financial covenants following the dividend. -- We expect the company would use some of its cash to repay debt. Recovery rating We rate SunGard's secured debt 'BB' (two notches above the corporate credit rating) with a recovery rating of '1', indicating our expectation of very high (90% to 100%) recovery in the event of a payment default. We rate the unsecured senior debt 'B', one notch below our corporate credit rating) with a recovery rating of '5', indicating our expectation of modest recovery (10% to 30%). We rate the subordinated debt 'B-' (two notches below the corporate credit rating) with a recovery rating of '6', indicating our expectation of negligible (0% to 10%) recovery. (For the complete recovery analysis, see Standard & Poor's the recovery report on SunGard published Feb. 24, 2012, on RatingsDirect. Outlook Our stable outlook reflects SunGard's strong market position in diversified market segments and consistent operating performance. The dividend recapitalization is in line with our view that the company's private-equity ownership structure is likely to prevent sustained debt reduction and currently limits any potential for an upgrade. The company's defensible market positions and high recurring revenue base lessen the potential for credit deterioration. However, sustained leverage in excess of 7x because of acquisitions or shareholder-friendly initiatives could lead to lower ratings. Related Criteria And Research -- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012 -- Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011 -- Use Of CreditWatch And Outlooks, Sept. 14, 2009 -- Criteria Guidelines For Recovery Ratings, Aug. 10, 2009 -- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008 -- 2008 Corporate Criteria: Rating Each Issue, April 15, 2008 -- 2008 Corporate Criteria: Ratios And Adjustments, April 15, 2008 Temporary contact number: Jacob Schlanger (917-371-5651) Ratings List Ratings Affirmed SunGard Data Systems Inc. Corporate Credit Rating B+/Stable/-- SunGard Data Systems Inc. Senior Secured BB Recovery Rating 1 Senior Unsecured B Recovery Rating 5 Subordinated B- Recovery Rating 6 New Rating SunGard Data Systems Inc. Senior Secured US$720 mil term B tranche D bank ln BB due 2019 Recovery Rating 1
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