Mediaboss Marketing

HOUSTON--(BUSINESS WIRE)--

BMC Software (BMC) (the Company) has commenced a solicitation (the Solicitation) of consents (the Consents) upon the terms and subject to the conditions set forth in a Consent Solicitation Statement (as it may be amended or supplemented from time to time, the Statement) and the accompanying Form of Consent (the Consent Form), each dated as of June 7, 2013, 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 (as amended and supplemented, the Base Indenture and together with the Supplemental Indenture, the Indenture) governing its 7.25% Notes due 2018 (the Notes).

The Proposed Amendments would amend 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 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 Acquisition would constitute a Change of Control under the Indenture and is expected to result in a Change of Control Triggering Event (as defined in the Indenture). The Company is therefore seeking consents from the holders of the Notes to amend the definition of Change of Control in the Indenture so that the Acquisition does not constitute a Change of Control or result in a Change of Control Triggering Event under the Indenture and to make certain other related changes to the Indenture. The Proposed Amendments will be effected by a supplemental indenture to the Indenture (the Second Supplemental Indenture) that is described in more detail in the Statement.

The Solicitation will expire at 5:00 p.m., New York City time, on June 19, 2013, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the Expiration Time). The Solicitation is subject to customary conditions, including, among other things, the receipt of valid Consents with respect to a majority in aggregate principal amount of the outstanding Notes (the Requisite Consents) prior to the Expiration Time (which Consents have not been properly revoked prior to the effectuation of the Second Supplemental Indenture) and the consummation of the Acquisition.

In the event that each of the conditions to the Solicitation described in the Notice are satisfied or waived, including, but not limited to, the receipt of the Requisite Consents and 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 has delivered a valid Consent in respect of such Notes prior to the Expiration Time (and has not properly revoked prior to the effectuation of the Second Supplemental Indenture), $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 Notice, including consummation of the Acquisition, have been satisfied or waived. Holders of Notes who deliver Consents but validly revoke their Consent 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.

If the Requisite Consents are received prior to the Expiration Time, the Company intends to promptly execute the Second Supplemental Indenture. If the Proposed Amendments are approved, the Second Supplemental Indenture is entered into by the Company and the Trustee and all of the conditions to the Solicitation are satisfied or waived, the Proposed Amendments will become operative and will bind all Holders of the Notes, including those that did not give their Consent. If the Requisite Consents are not received prior to the Expiration Time, the Proposed Amendments will not be adopted and the Consent Fee will not be paid.

The Company has 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 is only being made pursuant to the terms of the Statement and the related Consent Form. The Solicitation is not being made to, and Consents are not being 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 makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to 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 Commencement of Consent Solicitation