HOUSTON, Aug. 16, 2022 /PRNewswire/ -- Boxer Parent Company Inc. (the "Company"), the indirect parent company of BMC Software, Inc. ("BMC"), today announced that it has commenced a cash tender offer to purchase (the "Offer") its 8.375% Senior Notes due 2026 (the "Euro Notes") and its 9.125% Senior Second Lien Notes due 2026 (the "Dollar Notes" and, together with the Euro Notes, the "Notes") for an aggregate purchase price, excluding Accrued Interest (as defined below), of up to $100 million (as it may be increased or decreased, the "Total Maximum Amount"); provided that the Company will only accept Dollar Notes up to an aggregate purchase price, excluding Accrued Interest, of $45 million (the "Dollar Notes Maximum Amount"). The Offer is being made subject to the terms and conditions set forth in the Offer to Purchase dated August 16, 2022 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms used in this announcement but not defined have the meaning given to them in the Offer to Purchase.
The table below summarizes the key economic terms of the Offer:
CUSIP / ISIN /
(1) Subject to increase in the Company's sole discretion.
(2) All Holders whose Notes are accepted for purchase will receive the applicable Accrued Interest in addition to their Tender Offer Consideration.
(3) For each €1,000 principal amount of Euro Notes or each $1,000 principal amount of Dollar Notes tendered at or prior to the Early Tender Time (as defined below) and accepted for purchase.
(4) The Total Consideration (as defined below) for each series of Notes is inclusive of the Early Tender Premium (as defined below). All Holders whose Notes are accepted for purchase will receive the applicable Accrued Interest in addition to their Total Consideration.
The Offer will expire at 11:59 p.m., New York City Time, on September 13, 2022 (unless the Offer is extended or terminated) (such time and date, as the same may be extended, the "Expiration Time"). To be eligible to receive the "Total Consideration" for a series of Notes, which includes an early tender premium of €50.00 per €1,000 principal amount of Euro Notes or $50.00 per $1,000 principal amount of Dollar Notes, accepted for purchase pursuant to the Offer (the "Early Tender Premium"), Holders must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City Time, on August 29, 2022 (unless extended or terminated) (such date and time, as the same may be extended, the "Early Tender Time"). Holders who validly tender their Notes after the Early Tender Time and at or prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration, which is an amount equal to the Total Consideration less the Early Tender Premium. Holders who tender their Notes prior to the Early Tender Time may withdraw such Notes at any time prior to 5:00 p.m., New York City Time, on August 29, 2022 (unless extended or terminated) (such date and time, as the same may be extended, the "Withdrawal Time").
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest ("Accrued Interest") on such Notes, rounded to the nearest cent per €1,000 principal amount of Euro Notes or the nearest cent per $1,000 principal amount of Dollar Notes, from the last interest payment date up to, but not including, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable.
Notes accepted for purchase will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level), subject to the limitations that (i) the overall aggregate purchase price to be paid in the Offer will not exceed the Total Maximum Amount and (ii) the aggregate purchase price to be paid for the Dollar Notes will not exceed the Dollar Notes Maximum Amount (in each case, exclusive of Accrued Interest).
Subject to any increase or decrease to the Total Maximum Amount or the Dollar Notes Maximum Amount, as applicable, if on the Early Settlement Date or the Final Settlement Date, there would be sufficient funds to purchase some, but not all, of the unpurchased tendered Notes in any Acceptance Priority Level without exceeding the Total Maximum Amount or the Dollar Notes Maximum Amount, as applicable, the Company will accept for payment such tendered Notes on a prorated basis, with the proration factor for such Acceptance Priority Level depending on the aggregate principal amount of Notes of such Acceptance Priority Level validly tendered and not validly withdrawn. Furthermore, (i) if the aggregate purchase price of all Notes validly tendered and not validly withdrawn prior to or at the Early Tender Time exceeds the Total Maximum Amount, Holders who validly tender Notes after the Early Tender Time will not have any of their Notes accepted for purchase regardless of the Acceptance Priority Level of such Notes unless the Company increases the Total Maximum Amount and (ii) if the aggregate purchase price of all Dollar Notes validly tendered and not validly withdrawn prior to or at the Early Tender Time exceeds the Dollar Notes Maximum Amount, Holders who validly tender Dollar Notes after the Early Tender Time will not have any of their Notes accepted for purchase unless the Company increases the Dollar Notes Maximum Amount.
The Company expressly reserves the right, but is not obligated, to increase or decrease the Total Maximum Amount or the Dollar Notes Maximum Amount in its sole discretion without extending the Early Tender Time, the Expiration Time, or the Withdrawal Time, or otherwise providing withdrawal rights, subject to applicable law.
The Company will accept Notes for purchase only in Authorized Denominations, as further described in the Offer to Purchase. The Company intends to fund the Offer with cash on hand.
Any Notes validly tendered at or prior to the Early Tender Time and purchased pursuant to the Offer will be paid for in immediately available funds on the Early Settlement Date, which, subject to satisfaction or waiver of the conditions set forth in the Offer to Purchase, is expected to occur promptly following the Early Tender Time, and, assuming the Offer is not extended or terminated, is expected to be on or about August 31, 2022.
Any Notes validly tendered at or prior to the Expiration Time but after the Early Tender Time and purchased pursuant to the Offer will be paid for in immediately available funds on the Final Settlement Date, which, subject to satisfaction or waiver of the conditions set forth in the Offer to Purchase, is expected to occur promptly following the Expiration Time, and, assuming the Offer is not extended or terminated, is expected to be on or about September 15, 2022.
Subject to applicable law and the terms and conditions of the Offer to Purchase, the Company expressly reserves the right to accept for purchase and pay for up to the Total Maximum Amount (subject to the Dollar Notes Maximum Amount), exclusive of Accrued Interest, all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time; extend each of the Early Tender Time and the Expiration Time to a later date and time as announced by the Company; increase or decrease the Total Maximum Amount or the Dollar Notes Maximum Amount; waive any or all conditions of the Offer; or terminate, re-open or amend the Offer.
To the extent permitted by applicable law and whether or not the Offer is consummated, the Company and its affiliates may from time to time following the Expiration Time acquire any Notes that remain outstanding through one or more additional tender offers, exchange offers, open market purchases, redemptions or otherwise, on terms that may be more or less favorable to Holders of Notes than the terms of the Offer. Any future purchases by the Company or its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or its affiliates will choose to pursue in the future.
The Company has retained D.F. King & Co., Inc. to act as Tender and Information Agent for the Offer. Questions regarding procedures for tendering Notes may be directed to:
The Dealer Manager for the Offer is:
Credit Suisse International
Credit Suisse Securities (USA) LLC
Attn: Liability Management Group
One Cabot Square
London E14 4QJ
Tel: +44(0)20 7883 8763
Attn: Liability Management Group
11 Madison Avenue
New York, NY 10010
US Toll Free: (800) 820-1653
Collect: (212) 538-2147
None of the Company, the Dealer Manager, the Tender and Information Agent or the trustee for the Euro Notes or Dollar Notes (nor any director, officer, employee, agent or affiliate of any such person) makes any recommendation whether Holders should tender or refrain from tendering Notes in the Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
OFFER AND DISTRIBUTION RESTRICTIONS
This news release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Neither this news release nor the Offer to Purchase constitutes an invitation to participate in the Offer in or from any jurisdiction in or from which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this news release and the Offer to Purchase in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this news release or the Offer to Purchase comes are required by each of the Company, the Dealer Manager and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.
The communication of this news release and any other documents or materials relating to the Offer is not being made, and such documents or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order; (iii) any other persons who are existing noteholders or other persons falling within Article 43 of the Financial Promotion Order; (iv) persons who are outside the United Kingdom; or (v) persons who are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This news release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this news release relates is available only to relevant persons and will be engaged in only with relevant persons.
None of the Offer, this news release or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this news release nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés) within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), are eligible to participate in the Offer. This news release has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Neither this news release nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this news release nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" (investisseur qualifié/gekwalificeerede belegger) within the meaning of Article 10 of the Belgian Law of June 16, 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).
European Economic Area
This news release and any other documents or materials relating to the Offer are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Regulation. The Offer is only available to qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation. None of the information in this news release and any other documents and materials relating to the Offer should be acted upon or relied upon in any member state of the European Economic Area by persons who are not qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation.
This news release and any other documents or materials relating to the Offer do not constitute an offering prospectus and have been prepared without regard to the disclosure standards for prospectuses under the Swiss Code of Obligations, the Swiss Financial Services Act or the disclosure standards for listing prospectuses under the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this news release nor any other documents or materials relating to the Offer may be publicly distributed or otherwise made publicly available in Switzerland. Neither this news release nor any other documents or materials relating to the Offer has been or will be filed with or approved by any Swiss regulatory authority. In particular, this news release will not be filed with, and the Offer will not be supervised by the Swiss Financial Market Supervisory Authority and the Offer has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes.
This news release does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager's affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Holder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "The Offer—Procedure for Tendering Notes" in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
This release may contain forward-looking statements (including without limitation information concerning the timing and results of the Offer and statements to the effect that the Company or its management "will," "believes," "expects," "anticipates," "plans" or other similar expressions). Actual results may differ materially as a result of a number of factors. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, the Company's results may differ materially from its expectations and projections.
The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events.
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SOURCE BMC Software, Inc.