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Kirkland, Wachtell Lead on $6.9 Billion BMC Software Sale

Houston-based business program association BMC Software said Monday it has concluded to be acquired by an investment consortium led by buyout firms Bain Capital and Golden Gate Capital in a money understanding value $6.9 billion.

The financier group, that also includes GIC Special Investments and Insight Venture Partners, will compensate $46.25 for any share of BMC—a reward of 1.8 percent over a target’s Friday shutting price.

CNNMoney’s David Goldman writes that the tiny reward is approaching a thoughtfulness of BMC’s struggles to compete with incomparable program rivals like IBM and Hewlett-Packard, though he also records that a offer cost represents a reward of roughly 11 percent over BMC’s batch cost before reports of a probable sale flush on Sep 28.

BMC creates business program used for a accumulation of functions including government of cloud computing and information record services. The association had revenues of $2.2 billion in a mercantile year finale Sep 2012.

Under a terms of a agreement, BMC will have a 30-day “go shop” period, during that a association can appeal opposition takeover bids. The understanding is approaching to tighten “later this year,” according to BMC’s announcement, and is contingent on a capitulation of regulators and BMC’s shareholders.

The sidestep account Elliott Management, that owns a 9.6 percent interest in BMC, has concluded to opinion in preference of a understanding after pulling for a sale of a association given final year. “The transaction represents a perfection of an romantic bid that began in a summer of 2012 with a successful substitute competition in that Elliott combined dual directors to BMC’s board,” Elliott Management said in a apart statement.

Kirkland Ellis is advising Bain and Golden Gate on a understanding with a organisation led by corporate partners Sarkis Jebejian and Matthew Steinmetz in New York and Chicago, respectively. Corporate partners Matthew O’Brien, Jeffrey Richards, and Yi Claire Sheng are operative on MA matters while debt financial use personality Linda Myers and corporate partner Michelle Kilkenney are operative on financing aspects of a deal.

As The Am Law Daily has reported, Jebejian arrived during Kirkland in December, fasten a skinny ranks of partners to make a parallel pierce divided from Am Law 100 reflection Cravath, Swaine Moore. Jebejian’s work before his pierce to Kirkland enclosed representing Genpact on a $1 billion investment by Bain final summer.

Meanwhile, Kirkland depends both Bain and Golden Gate among a fast of visit private equity clients. In October, a organisation suggested Bain on a $1.6 billion squeeze of Apex Tool Group and a $1.34 billion acquisition of a call-center multiplication of telecommunications association Telefónica. And, in February, Kirkland represented Golden Gate on a sale of Vistec Lithography to Raith GmbH for an undisclosed amount.

As for a other members of a financier group, Sidley Austin is advising GIC while Insight has incited to a organisation from Willkie Farr Gallagher led by private equity chair Gordon Caplan and corporate partner Morgan Elwyn. Sidley’s organisation includes MA partner Asi Kirmayer, taxation partner Laura Barzilai, corporate partner Susan Lewis, regulatory warn James Mendenhall, and MA associate Tennie Tam. Partners Joel Mitnick and David Went are advising on antitrust matters.

Wachtell, Lipton, Rosen Katz is advising BMC on a sale. A Wachtell mouthpiece did not respond to The Am Law Daily‘s ask for information per a firm’s understanding team.

BMC hired Wachtell final year and adopted a “poison pill” shareholder rights devise as a outcome of a proxy conflict with Elliott, that increasing a interest in a association in an try to force a sale. The dual sides eventually reached an agreement in July that let Elliott supplement dual members to BMC’s board.

BMC’s ubiquitous warn is Patrick Tagtow, a former Haynes and Boone attorney. Weil, Gotshal Manges corporate chair Michael Aiello, along with associates Frank Martire and Allison Donovan, are representing Morgan Stanley in a purpose as financial confidant to BMC.

The understanding for BMC is a latest of this year’s vital leveraged buyouts to embody roles for Kirkland and Wachtell. Last month, Kirkland entered a design in a takeover conflict for Dell Inc. by representing private equity organisation The Blackstone Group in a bid for a mechanism builder it has given withdrawn. Wachtell represented Dell owner Michael Dell, who teamed adult with Silver Lake Partners to take a association private in a due $24.4 billion deal.

Kirkland also landed a purpose advising Brazilian private equity organisation 3G Capital, that assimilated with Berkshire Hathaway on a $28 billion squeeze of H.J. Heinz Company, in February. Wachtell suggested a special cabinet of Heinz’s house on that deal, while Willkie represented BofA Merrill Lynch in a purpose as Heinz’s financial confidant on that deal.

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