BMC Software, Inc. (NASDAQ: BMC) (the “Company”) today announced that it has commenced tender offers to purchase for cash any and all of its issued and outstanding 4.25% Notes due 2022 (the “4.25% Notes”) and 4.50% Notes due 2022 (the “4.50% Notes” and, together with the 4.25% Notes, the “Notes”). In conjunction with the tender offers, the Company is soliciting consents to the adoption of proposed amendments to the indentures governing the Notes (the “Proposed Amendments”).
The pricing terms for the tender offers and consent solicitations are set forth below.
|CUSIP Nos.||ISIN Nos.||Outstanding Principal Amount||Title of Security||Purchase Price(1)(2)||Consent Payment (1)(2)||Total Consideration (1)|
|055921AB6||US055921AB64||$500,000,000||4.25% Notes due 2022||$990.00||$25.00||$1,015.00|
|055921AC4||US055921AC48||$300,000,000||4.50% Notes due 2022||$990.00||$25.00||$1,015.00|
|(1)||Per $1,000 principal amount of Notes and excluding accrued interest, which will be paid in addition to the Total Consideration or Purchase Price, as applicable, up to the payment date.|
|(2)||Included in Total Consideration.|
The Proposed Amendments would amend the indentures 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”).