Big Deals: BMC Software Buyout

An investor group led by Bain Capital LLC and Golden Gate Capital LP  agreed on May 6 to pay $6.9 billion for BMC Software Inc. The two private equity firms will team with GIC Special Investments Pte Ltd. and Insight Venture Partners to pay $46.25 a share in cash for the business services software company.

Activist investor Elliot Management Corp. began pressuring BMC to sell itself in May 2012 and eventually built a 9.6 percent stake in the company. Elliot Management agreed to vote its stake in favor of the sale to the Bain Group.

The parties hope to close the deal later this year pending approvals from regulators and shareholders.

FOR ACQUIRORS BAIN CAPITAL LLC  (BOSTON), GOLDEN GATE CAPITAL LP  (SAN FRANCISCO), GIC SPECIAL INVESTMENTS PTE LTD. (SINGAPORE), AND INSIGHT VENTURE PARTNERS (NEW YORK)

In-House: At Bain: chief legal officer Sean Doherty. At Golden Gate: general counsel Steven Oetgen. At Insight: general counsel Blair Flicker.

Kirkland & Ellis: Corporate: Justin Hutchinson, Sarkis Jebejian, Matthew O'Brien, Neal Reenan, Jeffrey Richards, Yi Claire Sheng, Matthew Steinmetz, Steve Toth, Jeremy Veit, and associates Tanner Ainge, Christine Bedi, Jesse Ganz, Daniel Guerin, Patrick Jacobs, Lara Alice Pender, and Peter Stach. Debt finance: Christopher Butler, Michelle Kilkenney, David Milligan, Linda Myers, and associates Katie Bolanowski and Andrew Idrizovic. Capital markets: Christopher Kitchen and Joshua Korff. Tax: Mike Carew, Gregory Gallagher, and associate Munsoor Hussain. Executive compensation: Scott Price. Employee benefits: Alexandra Mihalas. Antitrust: Pierre-André Dubois and Bilal Sayyed. Intellectual property: Jeffery Norman. (All are in Chicago except for the following. Hutchinson, Pender, and Dubois are in London. Jebejian, Sheng, Jacobs, Kitchen, Korff, and Price are in New York. Veit is in San Francisco. Sayyed is in Washington, D.C.) Kirkland often represents both Bain and Golden Gate Capital.  Golden Gate general counsel Oetgen is a former Kirkland partner.

Sidley Austin : Corporate: Asi Kirmayer, David Went, and associate Tennie Tam. Tax: Laura Barzilai. International trade and dispute resolution: counsel James Mendenhall. Litigation: Joel Mitnick. Pooled investment entities: Susan Lewis. (All are in New York except for London-based Went and Washington, D.C.-based Mendenhall.) Sidley represented GIC Special Investments, a regular firm client.

Willkie Farr & Gallagher : Corporate: Gordon Caplan, William Dye, Morgan Elwyn, and associate Gal Davidovitch. Antitrust: Jeffrey Korn. (All are in New York.) Willkie represented Insight.

Skadden, Arps,  Slate, Meagher & Flom: CFIUS issues: Ivan Schlager, counsel Malcolm Tuesley, and associates Joshua Gruenspecht and John Kabealo. (All are in Washington, D.C.) Skadden advised Bain.

FOR TARGET BMC SOFTWARE INC.  (HOUSTON)

In-House: General counsel Patrick Tagtow, deputy general counsel Christopher Chaffin, and chief intellectual property counsel Irene Kosturakis.

Wachtell, Lipton, Rosen & Katz : Corporate: Ronald Chen, David Karp, and associates Lauren Gojkovich, Michael Rosenblat, and Viktor Sapezhnikov. Finance: associates Emily Johnson and Gregory Pessin. Antitrust: Damian Didden and associate Nathaniel Asker. Tax: Joshua Holmes. Executive compensation and benefits: David Kahan and associate D. Miishe Addy. (All are in New York.) BMC hired Wachtell last year in connection with the proxy fight launched by Elliot Management.

Wilmer Cutler Pickering Hale and Dorr: CFIUS issues: Benjamin Powell and counsel Jason Chipman. (Both are in Washington, D.C.

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