BMC Software tenders, seeks consents for 4.25%, 4.5% notes due 2022

By Susanna Moon

Chicago, July 18 - BMC Software, Inc. said it began tender offers for its $500 million 4.25% notes due 2022 and $300 million 4.5% notes due 2022.

The company also is soliciting consents to amend the notes for its planned merger with Boxer Parent Co. Inc., which is slated for the third calendar quarter, according to a press release.

The company is seeking consents to amend the definition of "change of control" in the note indentures. The amendment would 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 5 p.m. ET on July 31, the consent date. The total payment 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 said it is 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, the execution of the supplemental indenture and 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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