BMC Software has signed a definitive agreement to be acquired by a private investor group led by Bain Capital and Golden Gate Capital together with GIC Special Investments and Insight Venture Partners.

Under the terms of the agreement, the equity group will acquire all outstanding BMC common stock for $46.25 per share in cash, or approximately $6.9 billion. The agreement was approved by unanimous vote of those directors present. Elliott Management, which owns 9.6 percent of the BMC common stock, has agreed to vote its shares in favor of the transaction, as well.

The transaction, which is expected to close later this year, is subject to approval from BMC shareholders, regulatory approvals and other customary closing conditions.

There is no financing condition associated with the proposed acquisition. Credit Suisse, RBC Capital Markets and Barclays are providing debt financing.

Morgan Stanley   and BofA Merrill Lynch are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to BMC. Qatalyst Partners, Credit Suisse, RBC Capital Markets and Barclays are serving as financial advisors to the Investor Group. Kirkland & Ellis is serving as legal counsel and PwC is serving as accounting advisor to the Investor Group. Sidley Austin  is serving as legal advisor to GIC. Willkie Farr & Gallager is the legal advisor for Insight Venture Partners.

BMC was founded in 1980, and went public eight years later. The company employs roughly 6,500 people worldwide. BMC’s revenues for FY 2012 was $2.2 billion.

[Image courtesy: BMC]