BMC Software Announces Expiration of Consent Solicitation and Receipt of Requisite Consents
HOUSTON--(BUSINESS WIRE)--
BMC Software, Inc. (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.
In the event that each of the conditions to the Solicitation described in the Statement is satisfied or waived, including, but not limited to, the consummation of the Acquisition, the Company will pay to each holder of record of Notes as of 5:00 p.m., New York City time, on June 6, 2013 (each such holder, a Holder), who delivered a valid Consent in respect of such Notes prior to the Expiration Time (and did not properly revoke such consent prior to the Expiration Time), $3.75 in cash for each $1,000 principal amount of such Notes in respect of which a valid Consent was so delivered (and was not properly revoked) (the Consent Fee). The Company will pay the Consent Fee at such time as all of the conditions enumerated in the Statement, including consummation of the Acquisition, have been satisfied or waived. Holders of Notes who deliver Consents but validly revoke such Consents in accordance with the Statement or deliver Consents after the Expiration Time will not receive a Consent Fee. Subject to applicable law, the Solicitation may be abandoned or terminated for any reason at any time, including after the Expiration Time and prior to the Proposed Amendments becoming operative, in which case any Consents received will be voided and no Consent Fee will be paid to any Holders.
The Company anticipates completing the Acquisition in the third calendar quarter of 2013, subject to the adoption of the Merger Agreement by the Companys stockholders and the satisfaction of the other closing conditions.
The Company engaged Credit Suisse Securities (USA) LLC to act as Solicitation Agent and D.F. King & Co., Inc. to act as Information and Tabulation Agent for the Solicitation. Questions regarding the Solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect). Requests for documents relating to the Solicitation may be directed to D.F. King & Co., Inc. at (800) 967-5550 (toll-free), (212) 269-5550 (banks and brokers), (212) 809-8838 (facsimile) and (212) 709-3328 (confirmation).
This press release is for informational purposes only and the Solicitation was only made pursuant to the terms of the Statement and the related Consent Form. The Solicitation was not being made to, and Consents were not solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Solicitation or grant such Consent. None of the Company, the Trustee, the Solicitation Agent or the Information and Tabulation Agent made any recommendation as to whether or not Holders should deliver Consents.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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BMC Software Announces Expiration of Consent Solicitation and Receipt of Requisite Consents