BMC Software reports early results of oversubscribed tender offer

By Mary-Katherine Stinson

Lexington, Ky., Aug. 30 – Boxer Parent Co. Inc., the indirect parent company of BMC Software, Inc., reported the early results of BMC’s offer to buy up to $100 million aggregate purchase price from two securities, according to a press release.

As previously reported, the offer relates to the €301.5 million outstanding 8 3/8% senior notes due 2026 (Cusips: 05988LAB4, U0663LAB4) at the first acceptance priority level. The total consideration is €975 per €1,000 note, inclusive of a €50 early tender premium.

At the second acceptance priority level are the $350 million 9 1/8% second-lien senior notes due 2026 (Cusip: 103186AC6, U1021LAC7). The total consideration is $980 per $1,000 note and the offer has a sub-cap for the series of $45 million.

As of the early deadline of 5 p.m. ET on Aug. 29, which was also the withdrawal deadline, €133,119,000 million of the €301.5 million outstanding 8 3/8% senior notes due 2026 have been tendered with €102,452,000 accepted for purchase.

Also, $101,575,000 of the $350 million 9 1/8% second-lien senior notes due 2026 were tendered with none accepted for purchase.

Since the total purchase price for the tendered euro notes exceeds the maximum, the euro notes will be accepted with the acceptance amount determined according to a proration factor of approximately 75.814% and subject to the rounding and further scaling provisions. No dollar notes tendered will be accepted for purchase.

Unpaid interest will also be paid. The aggregate purchase price does not include interest.

The offer expires at 11:59 p.m. ET on Sept. 13.

Early settlement is planned for Sept. 2, and final settlement would have been Sept. 15.

However, no additional notes will be accepted for purchase after the early deadline due to the cap being exceeded.

The purpose of the offer is to reduce the company’s debt. The company will use cash on hand to fund the offer.

D.F. King & Co., Inc. is the information and tender agent for the offer (866 207-2356, 212 269-5550, bmc@dfking.com, www.dfking.com/bmc).

Credit Suisse is the dealer manager, working through its London office (+44 20 7883 8763, liability.management@credit-suisse.com) and New York office (800 820-1653, 212 538-2147, Americas.LM@credit-suisse.com).

BMC is a Houston-based developer of software that provides system and service management solutions.

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