UPDATE, 4/4/14, 1:00 p.m. EDT: Ropes & Gray is also advising SunGard and its shareholders on the transactions. Information regarding the firm’s role and deal team has been added in the article’s eighth paragraph.
Software and technology services company SunGard Data Systems said Tuesday it has spun off its availability services unit into an independent company.
Shearman & Sterling is advising Wayne, Pa.–based SunGard, which provides software and processing services to the financial industry as well as educational organizations and the public sector. The transaction creates a stand-alone company called SunGard Availability Services, which will focus on data recovery and protection services. The new company will be owned by the same private equity consortium as SunGard, but will have its own board of directors and roughly $1.4 billion in annual revenue.
SunGard—which was bought by a group that includes Bain Capital, The Blackstone Group, Goldman Sachs, KKR, Providence Equity Partners, Silver Lake Partners and TPG in 2005 for $11.3 billion—announced plans for the split with its availability services unit in January. The company said at the time that the move would allow the two companies to focus on their respective and distinct businesses, which cater to different customer bases.
In preparation for the split, the unit announced a bond sale worth up to $450 million last week. Proceeds from that sale will be used by SunGard to pay down debt, according to Bloomberg.
Shearman is representing SunGard in the transaction with a team that includes New York–based tax partners Laurence Bambino and Douglas McFadyen as well as M&A partners Clare O’Brien and Eliza Swann.
O’Brien was named as one of The American Lawyer’s “Dealmakers of the Year” for her work advising SunGard on its 2005 sale to its current private equity owners. She also led a Shearman team advising the company on the 2011 sale of its higher education software unit to Hellman & Friedman for $1.775 billion.
The rest of the Shearman team advising on the spinoff includes capital markets counsel Richard Alsop, IP transactions counsel Jordan Altman, tax counsel Ethan Harris and M&A counsel Nathan Sawyer. Shearman associates on the deal are Michael Dockery, Gerald Feige, Derek Kershaw, Joanna Si, Zach Shub-Essig and Joshua Steinberger. SunGard’s chief legal officer is Victoria Silbey, a former attorney at Morgan, Lewis & Bockius.
Ropes & Gray is also providing tax and corporate advice on the deal to SunGard and its shareholders. The firm previously advised the private equity consortium on their purchase of SunGard in 2005. The Ropes team working on the split includes tax partners Christopher Leich, Amanda Holt and Eric Elfman as well as private equity partners Amanda Morrison, Julie Jones and Alfred Rose.
Meanwhile, in another spinoff, Davis Polk & Wardwell has advised Credit Suisse Asset Management on the transfer of its DLJ Merchant Banking Partners private equity unit to the fund’s managers. Terms of the deal, which was announced Monday, were not disclosed. The fund oversees roughly $2 billion of investments.
Davis Polk advised Credit Suisse with a corporate team that includes partners Leor Landa and Michael Davis as well as counsel Jennifer Grant Cooper and associates Harold Birnbaum and Richard Egelhof. London-based tax partner Jonathan Cooklin and regulatory counsel Richard Small are also advising, along with credit partner Sartaj Gill and executive compensation partner Jeffrey Crandall.