Universal Computer and Reynolds and Reynolds to Merge

Skadden represented Universal Computer Systems Inc. in its merger with The Reynolds & Reynolds Company. The all-cash transaction is valued at $2.8 billion, including the assumption of Reynolds debt.  Under the terms of the agreement, holders of Reynolds’ common stock will receive $40 per share in cash.   Both companies are providers of computer software to automotive retailers. Once the transaction is complete, the combined company will continue to be named The Reynolds & Reynolds Company and will market products and services of both Reynolds and UCS  under the Reynolds brand. The UCS brand will be discontinued. The transaction is subject to approval by Reynolds shareholders and various regulatory clearances.  The transaction is being financed by a combination of equity primarily from a group of investors led by the Goldman Sachs Capital Partners, Vista Equity Partners and others, with debt provided by Deutsche Bank and Credit Suisse.