SunGard Data Systems Inc. Announces Cash Tender Offer for its 10 ¼% Senior Subordinated Notes Due 2015

WAYNE, Pa.--(BUSINESS WIRE)--SunGard Data Systems Inc. (“SunGard” or the “Company”) today announced that it has commenced a cash tender offer for any and all of its outstanding 10¼% Senior Subordinated Notes due 2015 (referred to below as the "notes"). The tender offer is being made pursuant to an “Offer to Purchase” dated today, which sets forth a more comprehensive description of the terms of the offer. The table below sets forth information with respect to the notes and the tender offer.

Title of Notes	CUSIP/ISIN Number	Principal Amount Outstanding	Tender Offer Consideration	Early Tender Payment(1)	Total Consideration
10.25% Senior Subordinated Notes due 2015	867363 AL7	$1,000,000,000	$1,000	$22.50	$1,022.50

(1)	Per $1,000 principal amount of notes tendered and accepted for purchase. Included in Total Consideration; not included in Tender Offer Consideration.

The tender offer is scheduled to expire at the expiration date, which is at 12:00 midnight, New York City time, on November 15, 2012, unless extended or earlier terminated. Holders of notes must tender and not withdraw their notes at or before the early tender date, which is 5:00 p.m., New York City time, on October 31, 2012, unless extended, to receive the “Total Consideration.”

The Total Consideration payable for each $1,000 principal amount of notes validly tendered at or before the early tender date and accepted for payment is equal to $1,022.50. Holders who tender their notes after the early tender date will, if such notes are purchased by us, receive the "Tender Offer Consideration," which is the Total Consideration minus an early tender payment of $22.50 per $1,000 principal amount of notes, which will be payable promptly following the expiration date. In addition to the Total Consideration or Tender Offer Consideration, as applicable, holders of notes accepted for payment will receive accrued and unpaid interest from the last interest payment date for the notes to, but not including, the applicable settlement date.

Except as required by applicable law, notes tendered may be withdrawn only at or before the withdrawal date, which is 5:00 p.m., New York City time, on October 31, 2012, and notes tendered after the withdrawal date and before the expiration of the tender offer may not be withdrawn.

SunGard may elect to accept for purchase prior to the expiration of the tender offer all notes validly tendered on or before the early tender date. It is anticipated that the settlement date for notes validly tendered on or before the early tender date will be November 1, 2012, if SunGard elects to accept such notes for purchase prior to the expiration of the tender offer. It also is anticipated that the settlement date for notes validly tendered after the early tender date and on or before the expiration date (as well as for notes validly tendered on or before the early tender date if SunGard does not elect to accept such notes for purchase prior to the expiration of the tender offer) will be November 16, 2012.

SunGard has retained Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated to serve as dealer managers for the tender offer. SunGard has retained Global Bondholder Services Corporation to serve as the depositary and the information agent for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation by phone at [phone] or [phone] or in writing at 65 Broadway – Suite 404, New York, NY 10006. Questions regarding the tender offer may be directed to either Citigroup Global Markets Inc. at [phone] or collect at [phone], Deutsche Bank Securities Inc. at [phone] or collect at [phone], Morgan Stanley & Co. LLC at [phone] or collect at [phone] or BofA Merrill Lynch at [phone] or collect at [phone].

The tender offer is subject to the satisfaction of certain conditions. If any of the conditions is not satisfied, SunGard is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate the tender offer. The tender offer is not conditioned on the tender of a minimum principal amount of notes. SunGard is not soliciting consents from holders of notes in connection with the tender offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of SunGard, the dealer managers or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.

About SunGard

SunGard is one of the world’s 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.

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