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BMC > SEC Filings for BMC > Form 8-K on 16-Nov-2012All Recent SEC Filings

Show all filings for BMC SOFTWARE INC

Form 8-K for BMC SOFTWARE INC


16-Nov-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig


Item 1.01. Entry into a Material Definitive Agreement.

On November 16, 2012, BMC Software, Inc. (the "Company") completed an underwritten public offering of $300 million in aggregate principal amount of its 4.50% Notes due 2022 (the "Notes"). The Notes were offered by the Company pursuant to its Registration Statement on Form S-3 (File No. 333-177533), filed with the Securities and Exchange Commission on October 27, 2011 and supplemented by the Prospectus Supplement dated November 13, 2012 (the "Prospectus Supplement").

The Notes were issued pursuant to an Indenture, dated as of February 13, 2012 (the "Indenture"), between the Company and Wells Fargo Bank, N.A., as trustee (the "Trustee"), as supplemented by a Supplemental Indenture, dated as of November 16, 2012, between the Company and the Trustee (the "Supplemental Indenture"). The Company may issue additional notes from time to time pursuant to the Indenture. The Indenture and the Supplemental Indenture governing the Notes contain covenants that limit the Company's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company's assets. The terms of the Notes also require the Company to make an offer to repurchase Notes upon a Change of Control Triggering Event (as defined in the Supplemental Indenture) at a price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of the repurchase.

The foregoing descriptions of the Indenture (incorporated by reference to Exhibit 4.1 of the Company's Current Report filed on Form 8-K filed on February 13, 2012) and of the Supplemental Indenture and the Notes, which are filed as exhibits hereto and incorporated by reference into this Item 1.01, do not purport to be complete and are qualified in their entirety by reference to the full text of such documents.



Item 2.03 Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 is incorporated herein by reference.



Item 8.01. Other Events.

In connection with the issuance and sale by the Company of the Notes, the Company entered into an Underwriting Agreement, dated November 13, 2012, among the Company and Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1.



Item 9.01. Financial Statements and Exhibits.

The Company hereby files the following exhibits to, and incorporates such exhibits by reference in, the registration statement on Form S-3 under the Securities Act of 1933, as amended, filed with the Commission on October 27, 2011 (Registration No. 333-177533), and supplemented by the Prospectus Supplement.

Exhibit No.       Description
1.1               Underwriting Agreement, dated November 13, 2012, by and among the
                  Company and Barclays Capital Inc. and Merrill Lynch, Pierce,
                  Fenner & Smith Incorporated, as representatives of the several
                  underwriters named therein.


--------------------------------------------------------------------------------
4.1     Supplemental Indenture, dated as of November 16, 2012 between the Company
        and Wells Fargo Bank, N.A., as trustee.

5.1     Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated November 16,
        2012.

23.1    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
        Exhibit 5.1).


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