BMC Software signed a definitive agreement to be acquired by a private investor group led by Bain Capital and Golden Gate Capital together with GIC Special Investments and Insight Venture Partners.
Under the terms of the agreement, affiliates of the Investor Group will acquire all outstanding BMC common stock for $46.25 per share in cash, or approximately $6.9 billion, representing an attractive premium to the company’s unaffected stock price. The agreement was approved by unanimous vote of those directors present.
There is no financing condition associated with the proposed acquisition. Credit Suisse, RBC Capital Markets and Barclays have agreed to provide debt financing in connection with the transaction.
“After a thorough review of strategic alternatives, the BMC board of directors is pleased to reach this agreement, which provides shareholders with immediate and substantial cash value, as well as a premium to our unaffected share price,” said Bob Beauchamp, chairman and chief executive officer at BMC. “BMC believes the opportunity to become a private company will provide additional flexibility and position us to invest more strategically to drive powerful innovation and deliver cutting edge customer solutions. We look forward to working closely with all parties to complete this transaction and enter into our next chapter of growth and industry leadership.”
The transaction, which is expected to close later this year, is subject to approval from BMC shareholders, regulatory approvals and other customary closing conditions.
Morgan Stanley and BofA Merrill Lynch are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to BMC. Qatalyst Partners, Credit Suisse, RBC Capital Markets and Barclays are serving as financial advisors to the Investor Group. Kirkland & Ellis is serving as legal counsel and PwC is serving as accounting advisor to the Investor Group. Sidley Austin is serving as legal advisor to GIC. Willkie Farr & Gallager is the legal advisor for Insight Venture Partners.