Fitch Places Sun Microsystems on Rating Watch Positive on Merger News

NEW YORK--(Business Wire)--
Fitch Ratings has placed the following ratings for Sun Microsystems Inc. (SUN;
NASDAQ: JAVA) on Rating Watch Positive subsequent to Oracle Corporation's
(Oracle; rated 'A', Stable Outlook by Fitch) stated intent to acquire the
company:

--Issuer Default Rating (IDR) 'BBB-';

--Senior unsecured debt 'BBB-'.

The rating action follows Oracle Corporation's proposed acquisition of Sun in an
all-cash transaction valued at approximately $8.7 billion, including $1.3
billion of assumed debt ($5.6 billion net of cash acquired). The transaction is
expected to close this summer, subject to shareholder and regulatory approvals.

Fitch believes Oracle is required to immediately redeem two tranches of $350
million of convertible senior notes privately placed in January 2007 with
Kohlberg Kravis Roberts & Co. (KKR) upon closing of the transaction due to a
change of control provision in both note indentures. Sun's debt structure
includes $550 million of 7.65% senior notes due Aug. 15, 2009 that would be
redeemed by either Sun or Oracle at maturity, contingent upon the final closing
date of the transaction.

The Positive Rating Watch will be resolved upon closing of the acquisition. In
conjunction with the resolution, Fitch expects to upgrade Sun's IDR and senior
unsecured debt rating to correspond to Oracle's ratings. Sun's ratings will be
withdrawn upon successful close of the transaction and redemption of the 7.65%
senior notes.

Separately, Fitch has affirmed Oracle's ratings (please refer to 'Fitch Affirms
Oracle's Ratings at 'A/F1' on Merger' available on the Fitch Ratings web site on
www.fitchratings.com).

Fitch's rating definitions and the terms of use of such ratings are available on
the agency's public site, www.fitchratings.com. Published ratings, criteria and
methodologies are available from this site, at all times. Fitch's code of
conduct, confidentiality, conflicts of interest, affiliate firewall, compliance
and other relevant policies and procedures are also available from the 'Code of
Conduct' section of this site.

Fitch Ratings, New York
John M. Witt, CFA, 212-908-0673
Nick P. Nilarp, CFA, 212-908-0649
or
Media Relations:
Cindy Stoller, 212-908-0526
Email: cindy.stoller@fitchratings.com

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