BMC Software gets consents to amend 4.25%, 4.5% notes for Boxer merger

By Susanna Moon

Chicago, Aug. 2 - BMC Software, Inc. said holders had tendered $448,496,000 principal amount, or 89.7%, of its $500 million 4.25% notes due 2022 and $257,160,000 principal amount, or 85.72%, of its $300 million 4.5% notes due 2022 by the end of the consent solicitation at 5 p.m. ET on July 31.

As a result, the company received the needed consents to amend the notes for its planned merger with Boxer Parent Co. Inc., which is slated for the third calendar quarter, and executed a supplemental indenture to the notes.

The company is seeking consents to amend the definition of "change of control" in the note indentures, as previously announced. The amendment will strike the company's requirement to make a change-of-control offer to holders who do not tender their notes.

The total purchase price will be $1,015 for each $1,000 principal amount of notes tendered by the consent date, which includes a $25 consent payment per $1,000 of notes.

Those who tender after the consent date will receive $990 per $1,000 of notes.

The company also will pay accrued interest up to the payment date.

The tender offers will end at 5 p.m. ET on Aug. 15.

The company previously said it was conducting the tender offers and solicitations in connection with the proposed acquisition, which would result in a change-of-control triggering event that would require the company to make a change-of-control offer.

The tender offers are being conducted before completion of the acquisition in lieu of a change-of-control offer, the company said.

The total purchase price offered in the tender offers represents a premium to the price that would be offered to holders in a change-of-control offer, the company noted.

The tenders offers are conditioned on the receipt of consents from holders of at least a majority of each note series and the execution of the supplemental indenture, which have now been satisfied, as well as the completion of the acquisition.

Credit Suisse Securities (USA) LLC (800 820-1653), RBC Capital Markets, LLC and Barclays are the dealer managers. D.F. King and Co., Inc. (800 967-4604 or, collect for banks and brokers only, 212 269-5550) is the information agent and depositary.

The software company is based in Houston.

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