Software company SunGard Data Systems is being acquired by a group of private equity investors in a massive US$11.3 billion buyout.

The deal is the biggest leveraged buyout since the notorious buyout of RJR Nabisco buyout by Kohlberg Kravis Roberts & Co. L.P. (KKR) in 1989.

SunGard, a financial services software firm, is being bought by a consortium which was organized by Silver Lake Partners and includes Bain Capital, The Blackstone Group, Goldman Sachs Capital Partners, KKR, Providence Equity Partners and Texas Pacific Group.

Under the terms of the agreement, SunGard stockholders will receive US$36 in cash for each share of SunGard common stock they hold. Sungard shares closed Thursday on the NYSE at $31.55 US.

The board of directors of SunGard has approved the merger agreement and has recommended to SunGard’s stockholders that they adopt the agreement. In light of this transaction, the board of directors of SunGard has determined not to implement the previously announced plan to spin off SunGard’s Availability Services business.

The transaction is expected to be completed in the third quarter of 2005, subject to receipt of stockholder approval and customary regulatory approvals as well as satisfaction of other customary closing conditions.

Cristóbal Conde, president and chief executive officer of SunGard, said, “This transaction offers great value to our stockholders and represents an endorsement of our business model, industry leadership and financial strength. Our customers and employees should know that it is business as usual, now and following the completion of the transaction. The new investors in SunGard are world-leading private equity firms. They have a long-term view towards growing the businesses in which they invest and an excellent track record of working in partnership with management to build great companies.”

Credit Suisse First Boston LLC acted as financial advisors to SunGard and provided a fairness opinion to the board of directors of SunGard in connection with the transaction. In addition, Lazard also provided a fairness opinion to the board of directors of SunGard. Shearman & Sterling LLP acted as legal advisor to SunGard in connection with the transaction. Morgan, Lewis & Bockius LLP acted as legal advisor to SunGard’s management in connection with the transaction.

The transaction will be financed through a combination of equity contributed by each of the consortium partners and debt financing provided by JPMorgan, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. and Morgan Stanley who also acted as financial advisors to the consortium partners. Ropes & Gray LLP and Simpson Thacher & Bartlett LLP acted as legal advisors to the consortium partners.