BMC Software Announces Expiration of Consent Solicitation and Receipt of Requisite Consents

  BMC Software Announces Expiration of Consent Solicitation and Receipt of
  Requisite Consents

Business Wire

HOUSTON -- June 20, 2013

BMC Software, Inc. (NASDAQ: BMC) (the “Company”) announced today that it has
received the requisite consents (the “Consents”) with respect to its
previously announced solicitation (the “Solicitation”) of Consents with
respect 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 (the “Base Indenture,” and together with the
Supplemental Indenture, the “Indenture”), governing its 7.25% Notes due 2018
(the “Notes”) upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement (the “Statement”) and the accompanying Form of
Consent (the “Consent Form”), each dated as of June 7, 2013.

The Solicitation expired at 5:00 p.m., New York City time, on June 19, 2013
(the “Expiration Time”). As of the Expiration Time, the Company received the
requisite number of Consents required to approve the Proposed Amendments.
These Consents may not be revoked.

The Proposed Amendments are changes to 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 (“Parent”) 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 Proposed Amendments will be effected by a second supplemental indenture to
the Indenture (the “Second Supplemental Indenture”) that is described in more
detail in the Statement. Having received the Consents, the Company and the
Trustee executed the Second Supplemental Indenture following the Expiration
Time.

In the event that each of the conditions to the Solicitation described in the
Statement is satisfied or waived, including, but not limited to, 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 delivered a valid Consent in respect of such Notes
prior to the Expiration Time (and did not properly revoke such consent prior
to the Expiration Time), $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 Statement, including
consummation of the Acquisition, have been satisfied or waived. Holders of
Notes who deliver Consents but validly revoke such Consents 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.

The Company anticipates completing the Acquisition in the third calendar
quarter of 2013, subject to the adoption of the Merger Agreement by the
Company’s stockholders and the satisfaction of the other closing conditions.

The Company 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 was
only made pursuant to the terms of the Statement and the related Consent Form.
The Solicitation was not being made to, and Consents were not 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 made any
recommendation as to whether or not Holders should deliver Consents.

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities.

Business runs better when IT runs at its best.

Tens of thousands of IT organizations around the world -- from small and
mid-market businesses to the Global 100 -- rely on BMC Software (NASDAQ: BMC)
to manage their business services and applications across distributed,
mainframe, virtual and cloud environments. BMC helps customers cut costs,
reduce risk and achieve business objectives with the broadest choice of IT
management solutions, including industry-leading Business Service Management
and Cloud Management offerings. For the four fiscal quarters ended March 31,
2013, BMC revenue was approximately $2.2 billion. www.bmc.com

BMC, BMC Software, and the BMC Software logo are the exclusive properties of
BMC Software Inc., are registered with the U.S. Patent and Trademark Office,
and may be registered or pending registration in other countries. All other
BMC trademarks, service marks, and logos may be registered or pending
registration in the U.S. or in other countries. All other trademarks or
registered trademarks are the property of their respective owners. © Copyright
2013 BMC Software, Inc.

Additional Information and Where to Find It

In connection with the proposed acquisition, BMC Software, Inc. (the “Company”
or “BMC”) filed with the Securities and Exchange Commission (the “SEC”) a
preliminary proxy statement and other documents relating to the proposed
merger on May 24, 2013. When completed, a definitive proxy statement and a
form of proxy will be filed with the SEC and mailed to the Company’s
stockholders. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT
BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
ACQUISITION AND THE PARTIES TO THE PROPOSED ACQUISITION. Investors and
security holders may obtain a free copy of documents filed by BMC Software,
Inc. with the SEC at the SEC’s website at http://www.sec.gov. In addition,
investors and security holders may obtain a free copy of BMC Software, Inc.’s
filings with the SEC from BMC Software, Inc.’s website at
http://investors.bmc.com/sec.cfm or by directing a request to: BMC Software,
Inc., 2101 CityWest Blvd., Houston, Texas 77042-2827, Attn: Investor
Relations, (713) 918-1805. The Company and certain of its directors, executive
officers, and certain other members of management and employees of the Company
may be deemed to be participants in the solicitation of proxies from
stockholders of the Company in favor of the proposed merger. Information about
the directors and executive officers of the Company is set forth in the proxy
statement for the Company’s 2012 annual meeting of stockholders, as filed with
the SEC on Schedule 14A on June 5, 2012 (as amended by the proxy statement
supplement filed on July 3, 2012). Additional information regarding the
interests of these individuals and other persons who may be deemed to be
participants in the solicitation will be included in the proxy statement the
Company will file with the SEC.

Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed
acquisition and all other statements in this report and the exhibits furnished
or filed herewith, other than historical facts, constitute forward-looking
statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned not to place
undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by reference to the
following cautionary statements. All forward-looking statements speak only as
of the date hereof and are based on current expectations and involve a number
of assumptions, risks and uncertainties that could cause the actual results to
differ materially from such forward-looking statements. The Company may not be
able to complete the proposed acquisition on the terms described above or
other acceptable terms or at all because of a number of factors, including (1)
the occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement, (2) the failure to obtain
stockholder approval or the failure to satisfy the closing conditions, (3) the
failure to obtain the necessary financing arrangements set forth in the debt
and equity commitment letters delivered pursuant to the merger agreement, (4)
risks related to disruption of management’s attention from the Company’s
ongoing business operations due to the acquisition and (5) the effect of the
announcement of the merger on the ability of the Company to retain and hire
key personnel and maintain relationships with its customers, suppliers,
operating results and business generally.

Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
represent the Company’s views as of the date on which such statements were
made. The Company anticipates that subsequent events and developments may
cause its views to change. However, although the Company may elect to update
these forward-looking statements at some point in the future, it specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing the Company’s views as of any date subsequent
to the date hereof. Additional factors that may affect the business or
financial results of the Company are described in the risk factors included in
the Company’s filings with the SEC, including the Company’s 2013 Annual Report
on Form 10-K and later filed quarterly reports on Form 10-Q and Current
Reports on Form 8-K, which factors are incorporated herein by reference. The
Company expressly disclaims a duty to provide updates to forward-looking
statements, whether as a result of new information, future events or other
occurrences.

Contact:

BMC Software, Inc.
Mark Stouse, 281-468-1608
Global Communications
mark_stouse@bmc.com
or
Derrick Vializ, 713-918-1805
Investor Relations
derrick_vializ@bmc.com