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BMC Software Caught Between Cloud Boom and Tech Gloom

Houston-based BMC Software sells products to keep large corporate IT departments current on software updates and mainframe maintenance. It also offers businesses a way to plan, build and run cloud solutions, and has inroads to thousands of the largest corporate IT departments in the U.S.

BMC could be an attractive asset for the likes of Hewlett Packard and Dell as they try to shift from manufacturing PCs and into integrated business service providers -- in the mold of a multi-decade turnaround at IBM (IBM). IT hardware and software giants Cisco and Oracle could also find BMC's software services and cloud assets attractive as they brace for competition from the likes of salesforce.com (CRM) and peers such as SAP.

"It is Elliott's firm belief that BMC is currently attractive to multiple strategic acquirers," wrote Elliott Associates portfolio manager Jesse Cohn in a May letter to BMC Software's board of directors. "We believe BMC could be attractive to private equity firms, and that such a transaction could serve as another pathway to deliver certain, premium value to stockholders."

Elliott Associates has also asked for five of its directors to be nominated to BMC's board, citing its lagging stock performance, late start with cloud offerings and weak overall enterprise revenue growth.

BMC quickly rejected Elliott's advances but said it "always is open to alternatives that fully reflect the value and prospects of the company." It also enacted a poison pill provision that will prevent Elliott from acquiring over 10% of the company's' shares.

Elliott's comments raise differing views on whether a strategic tech acquirer would want to swallow BMC software, or if a private equity firm could handle its mainframe-based operations, which account for 38% of the company's $2.2 billion in sales and over 60% of operating profit, as of its most recent fiscal year.

BMC's enterprise service management division accounts for 62% of its sales and houses its software and cloud services; however, the units' profitability has underwhelmed on sales force attrition and competition from firms like ServiceNow. While Elliott points out those shortfalls as reason for a sale, it may not impress prospective acquirers like Dell.

BMC 's exposure to mainframe businesses may also make it less attractive to tech giants, but Elliott argues that those assets could be sold to private equity firms, who like to stomach steady or declining businesses that plow out consistent cash flow. Performance at the division is solid, which, ironically may make it less attractive for a private equity firm seeking to profit from operational fixes.
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