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Breaking down the big SunGard sale

PA: Corporations In PennsylvaniaPA: Corporations In Pennsylvania

Fidelity National Information Services (FIS) today agreed to acquire financial services software company SunGard for approximately $9.2 billion in cash and stock from a consortium of seven private equity firms that paid $11.53 billion for SunGard back in 2005. SunGard had filed for an IPO earlier this year, but apparently was running a parallel sale process.

From the beginning, this buyout was a bit of a mess. Media leaks kept forcing the private equity firms (led by Silver Lake) to raise their offer price, resulting in two firms (Carlyle and Thomas H. Lee Partners) to pull out at the very last minute (replaced by Goldman Sachs and Providence Equity Partners, which each wrote $500 million checks after just a day or two of independent due diligence).

In the end, however, the participating firms should make money on SunGard — despite the top-line differential.

Here’s how the math works: The original equity outlay was around $3.5 billion. Since then, iSunGard paid out more than $700 million in dividends and spun out its disaster recovery unit (the PE firms still hold it). SunGard also sold off its higher education unit for $1.78 billion, but those proceeds were used to pay down debt. Then comes today’s $9.2 billion deal, which I’m told includes around $5.1 billion for shareholders (the result is assumed debt), broken out into $2.3 billion in cash and $2.8 billion in FIS stock.

Taken altogether, that’s $5.8 billion on $3.5 billion, or around a 1.66x cash-on-cash return (not including the remaining value of the disaster recovery unit).

Yes, the IRR gets hammered by the 10-year hold time, which will only lengthen as the private equity firms have some restrictions on when they can dump their FIS shares. Plus, we don’t know let alone how long it will take to bleed out of the if FIS shares will be more or less valuable when the PE firms are willing and able to sell.

But the worry back in 2005 (or certainly by 2008) was that many of these overpriced “Golden Age” deals would eventually collapse. This certainly isn’t a good deal by PE standards, but it’s also not the disaster that it could have (and perhaps should have) been…

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