Houston-based BMC Software said Wednesday that its subsidiary, BMC Software Finance, will be offering a private placement of $1,380 million in senior notes. Proceeds of the transaction will be used to finance a portion of Boxer Parent Company‘s proposed buy of BMC. BMC Software Finance is backed by Bain Capital Partners, Golden Gate Private Equity, GIC Special Investments Pte Ltd, Insight Venture Management and Elliott Associates.
HOUSTON–(BUSINESS WIRE)–BMC Software, Inc. (NASDAQ: BMC) (the “Company”) today announced that BMC Software Finance, Inc. (the “Issuer”), which is an affiliate of Bain Capital Partners, LLC, Golden Gate Private Equity, Inc., GIC Special Investments Pte Ltd, Insight Venture Management, LLC and Elliott Associates, L.P. (collectively, the “Sponsors”) formed in connection with the acquisition of the Company by an entity affiliated with the Sponsors, intends to privately offer $1,380 million in aggregate principal amount of its senior notes due 2021 to be comprised of dollar denominated notes and euro denominated notes (collectively, the “Notes”). The Notes are being issued to finance a portion of the cash consideration for the proposed acquisition (the “Acquisition”) of the Company pursuant to an agreement and plan of merger dated as of May 6, 2013 (as amended, the “Acquisition Agreement”) by and among the Company, Boxer Parent Company Inc. and Boxer Merger Sub Inc. The Issuer is not an affiliate of the Company.
The Issuer intends to deposit the gross proceeds of the offering into a segregated escrow account until the date that certain conditions, including the completion of the Acquisition, have been satisfied. Upon consummation of the Acquisition, certain of the Company’s subsidiaries will guarantee the Notes.
The Notes and the related guarantees will be offered to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.
The Notes and the related guarantees have not been registered under the Securities Act or any state or other jurisdiction’s securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction’s securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.