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BMC Software, Inc. (NASDAQ: BMC) (the “Company”) announced today that it has received the requisite consents (the “Consents”) with respect to its previously announced solicitation (the “Solicitation”) of Consents with respect to certain proposed amendments (the “Proposed Amendments”) to the Supplemental Indenture, dated as of June 4, 2008, between the Company and Wells Fargo Bank, N.A., as trustee (the “Supplemental Indenture,”), to the Base Indenture, dated as of June 4, 2008, by and between the Company and Wells Fargo Bank, N.A., as trustee (the “Base Indenture,” and together with the Supplemental Indenture, the “Indenture”), governing its 7.25% Notes due 2018 (the “Notes”) upon the terms and subject to the conditions set forth in the Consent Solicitation Statement (the “Statement”) and the accompanying Form of Consent (the “Consent Form”), each dated as of June 7, 2013.
The Solicitation expired at 5:00 p.m., New York City time, on June 19, 2013 (the “Expiration Time”). As of the Expiration Time, the Company received the requisite number of Consents required to approve the Proposed Amendments. These Consents may not be revoked.
The Proposed Amendments are changes to the Indenture in connection with the Agreement and Plan of Merger, dated as of May 6, 2013, by and among the Company, Boxer Parent Company Inc., a Delaware corporation (“Parent”) and Boxer Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” as amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation (such transaction, the “Acquisition”).
The Proposed Amendments will be effected by a second supplemental indenture to the Indenture (the “Second Supplemental Indenture”) that is described in more detail in the Statement. Having received the Consents, the Company and the Trustee executed the Second Supplemental Indenture following the Expiration Time.