BMC Software, Inc. (NASDAQ: BMC) (the “Company”) today announced that BMC Software Finance, Inc. (the “Issuer”), which is an affiliate of Bain Capital Partners, LLC, Golden Gate Private Equity, Inc., GIC Special Investments Pte Ltd, Insight Venture Management, LLC and Elliott Associates, L.P. (collectively, the “Sponsors”) formed in connection with the acquisition of the Company by an entity affiliated with the Sponsors, intends to privately offer $1,380 million in aggregate principal amount of its senior notes due 2021 to be comprised of dollar denominated notes and euro denominated notes (collectively, the “Notes”). The Notes are being issued to finance a portion of the cash consideration for the proposed acquisition (the “Acquisition”) of the Company pursuant to an agreement and plan of merger dated as of May 6, 2013 (as amended, the “Acquisition Agreement”) by and among the Company, Boxer Parent Company Inc. and Boxer Merger Sub Inc. The Issuer is not an affiliate of the Company. The Issuer intends to deposit the gross proceeds of the offering into a segregated escrow account until the date that certain conditions, including the completion of the Acquisition, have been satisfied. Upon consummation of the Acquisition, certain of the Company’s subsidiaries will guarantee the Notes. The Notes and the related guarantees will be offered to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or any state or other jurisdiction's securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction's securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.Forward-Looking Statements Statements about the expected timing, completion and effects of the proposed offering of Notes and the Acquisition and all other statements in this report, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The Company may not be able to complete the proposed Acquisition because of a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition Agreement, (2) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the Acquisition Agreement, (3) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Acquisition and (4) the effect of the announcement of the Acquisition on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally. Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of the Company are described in the risk factors included in the Company’s filings with the SEC, including the Company’s 2013 Annual Report on Form 10-K and later filed quarterly reports on Form 10-Q and Current Reports on Form 8-K, which factors are incorporated herein by reference. The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.
Business runs better when IT runs at its best.Tens of thousands of IT organizations around the world -- from small and mid-market businesses to the Global 100 -- rely on BMC Software (NASDAQ: BMC) to manage their business services and applications across distributed, mainframe, virtual and cloud environments. BMC helps customers cut costs, reduce risk and achieve business objectives with the broadest choice of IT management solutions, including industry-leading Cloud Management offerings. For the four fiscal quarters ended December 31, 2012, BMC revenue was approximately $2.2 billion. www.bmc.com BMC, BMC Software, and the BMC Software logo are the exclusive properties of BMC Software Inc., are registered with the U.S. Patent and Trademark Office, and may be registered or pending registration in other countries. All other BMC trademarks, service marks, and logos may be registered or pending registration in the U.S. or in other countries. All other trademarks or registered trademarks are the property of their respective owners. © Copyright 2013 BMC Software, Inc.