BMC Announces Proposed Debt Refinancing

HOUSTON – November 27, 2017 – BMC, a global leader in IT solutions for the digital enterprise, announced today the launch of a proposed debt refinancing with a $150 million term loan add-on and new €240 million term loan (the “New Term Loans”).

BMC Software Finance, Inc. intends to use the proceeds from the New Term Loans, together with an expected additional unsecured debt financing (the “Unsecured Debt”, together with the New Term Loans, the “Refinancing”) (i) to fund the redemption of all the outstanding amounts under the 9.000%/9.750% Senior Contingent Cash Pay Notes due 2019 of its parent, Boxer Parent Company Inc., (ii) to repay all $282 million outstanding under its EUR Term Loan tranche , (iii) to pay all fees and related expenses related to these transactions, and (iv) for general corporate purposes.

Closing of the Refinancing is expected to occur in December. BMC has engaged Credit Suisse, Barclays, Goldman Sachs Lending Partners LLC, HSBC Securities (USA) Inc., Royal Bank of Canada and Mizuho to arrange and syndicate the New Term Loans.

There can be no assurance that the Refinancing will be consummated on the terms described herein or at all. Consummation of the Refinancing and actual terms of the Refinancing, including principal amount, interest rate and maturity of the New Term Loans and the Unsecured Debt, will depend on market and other conditions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of any securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

This press release and statements made from time to time, other than historical facts, by us and our representatives constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. 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, 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.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent our views as of the date on which such statements were made. We anticipate that subsequent events and developments may cause our views to change. However, although we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof. We expressly disclaim a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrence

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About BMC

BMC is a global leader in innovative software solutions that enable businesses to transform into digital enterprises for the ultimate competitive advantage. BMC’s Digital Enterprise Management solutions are designed to make digital business fast, seamless and optimized from mainframe to mobile to cloud and beyond. BMC digital IT transforms 82 percent of the Fortune 500 and serves more than 10,000 customers worldwide.

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Investor Contacts:

Chet Fenner
Vice President
Corporate Finance and Investor Relations
713-918-1391

David Kushner
Senior Director
Corporate Finance and Investor Relations
713-918-2129

[email protected]