BMC ANNOUNCES CASH TENDER OFFER FOR UP TO $100 MILLION OF NOTES

Boxer Parent Company Inc. (the “Company”), the indirect parent company of BMC Software, Inc. (“BMC”), 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:

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:

D.F. King & Co, Inc.
Email: bmc@dfking.com
Offer Website: www.dfking.com/bmc
48 Wall Street
22^nd Floor
New York, NY 10005
Banks and Brokers call: (212) 269-5550
All others call (toll free): (866) 207-2356

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