Sungard gets final court approval of DIP facility, bid procedures

By Sarah Lizee

Olympia, Wash., May 12 – Sungard AS received final court approval of its $335.9 million debtor-in-possession financing package, according to a minute entry filed Wednesday with the U.S. Bankruptcy Court for the Southern District of Texas.

In addition, the company received court approval of the bid procedures for its assets.

DIP facility details

As previously reported, the DIP financing package comprises a $50 million senior secured revolving credit facility and a $285.9 million senior secured multi-draw term loan facility, consisting of up to $95.3 million in new money loans and up to $190.6 million in rolled-up prepetition debt.

The DIP term loans are structured in three parts, with new money classified as tranche A loans, and rolled-up debt classified as tranche B loans for first-lien debt and tranche C loans for second-lien debt.

PNC Bank, NA is the DIP revolver lender and administrative agent.

The DIP term loan agent is Acquiom Agency Services LLC. The term loan DIP lenders are Alcof II NUBT, LP by Arbour Lane Fund II GP, LLC, Alcof III NUBT, LP by Arbour Lane Fund III GP, LLC, Blackstone Alternative Credit Advisors, LP, Carlyle Investment Management, LLC, FS Credit Opportunities Corp., by FS Global Advisor, LLC, and FS KKR Capital Corp., by FS/KKR Advisor, LLC.

Interest is Libor plus 950 basis points on the tranche A DIP term loans, with the option to pay up to 8.5% of the interest in kind; Libor plus 750 bps on the tranche B DIP term loans, with the option to pay up to 6.5% of the interest in kind; and Libor plus 675 bps on the tranche C DIP term loans, with the option to pay up to 5.75% of the interest in kind.

The original issue discount on the tranche A term loans is 3%.

Some of the proceeds of the DIP term loan will be used to repay the company’s $7 million of prepetition bridge financing with PNC, following the interim order.

Sungard also received final approval to access the cash collateral of its prepetition secured lenders.

Bid procedures

As previously reported, the company entered into a restructuring support agreement that contemplates either a sale of all or some subsets of the debtors’ assets or the equitization of the debtors’ prepetition funded debt through a Chapter 11 plan.

The consenting lenders established a reserve price for each group of the debtors’ assets and have also set a cap on any credit bid they submit. The minimum overbid has been set at $1 million.

Under the bid procedures, bids are due by 1 p.m. ET on July 7, an auction will be held on July 11, and a sale hearing will take place on July 14.

Sungard is a Wayne, Pa.-based provider of disaster recovery services, managed IT services, information availability consulting services and business continuity management software. The company filed bankruptcy on April 11 under Chapter 11 case number 22-90018.

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