Fried frank explains bmc software and the courts ongoing incremental path to. Bmc software has acquired in 9 different us states, and 6 countries. Upon a petition for appraisal of stock pursuant to 8 del. Bmc software bvlaw full text of court cases october 21, 2015.
Merion, one of the petitioners in this appraisal action, purchased its shares of ancestry after the record date for that transaction. Jul 08, 20 relying in part on precedent from the court of chancery case, salomon brothers inc. Private equity firm kkr is broadening its technology reach as it acquires bmc software from a bain capital. Vice chancellor glasscocks opinion in merion capital lp v. Investment firm kkr is acquiring multibilliondollar. The company provides information technology it management solutions for large, midsized and small enterprises and public sector organizations. Moores, and dan cloer as a contract programming partnership in the late 1970s. The delaware court of chancery issued companion opinions clarifying delawares standing requirements for appraisal petitions under 8 del. The court has dealt with this conflict in numerous recent cases including the latest one, merion v. Court of chancery accepts merger price in appraisal action.
Discounted cash flow valuation dcf delaware docket. In a pair of memorandum opinions written by vice chancellor glasscock and decided on january 5, 2015, the court of chancery of the state of delaware, in in re appraisal of, inc. Petitioners merion capital lp and merion capital ii lp collectively, merion are selfdescribed eventdriven investment funds, 5 or, in the words of the respondent, hedge funds that specialize in appraisal arbitrage. Recent opinions highlight different appraisal valuation methods.
Bmc software s lessons for expert witnesses law360, new york february 23, 2016, 11. This article was originally published in the october 2015 edition of business law today. Notice of demand for appraisal appraisal rights litigation blog. Longterm growth rate trends in delaware chancery decisions. Hughes, partner, cofounder of merion and a member of the mgf team. Bmc software was founded by scott boulette, john j. Chancery court confirms standing of record holder as of.
Sep 25, 2009 thirdparty communications regarding bmc software products must clearly and unambiguously state that the products are owned by bmc software, inc. In bmc software, petitioner merion capital lp merion sought appraisal for 7. Merion caused cede to file a timely appraisal demand for. Brattle principal torben voetmann and senior associate sujay dave have authored a law360 article on the merion capital lp and merion capital ii lp v. Gayle has over 30 years lending experience and has spent over half of her career working with entrepreneurial firms providing growth capital via leveraged cash flow and mezzanine. Bmc software mergers and acquisitions summary mergr. Kkr said tuesday it is buying the houstonbased software company from a group. All content is posted anonymously by employees working at bmc capital. In fiscal years 2011 to 20, bmc, one of the largest software companies in the world, saw a steady decrease in its.
Bmc to manage their business services and applications across distributed, mainframe, virtual and cloud environments. Bmc software,3 which upheld the standing of appraisal arbitrageurs to bring appraisal actions with respect to shares purchased after the record date for the stockholder. The company wrote mainly software for ibm mainframe computers. Chancery court confirms standing of record holder as of appraisal.
She also was an investment banker at marine midland raising debt and equity capital. Delaware court of chancery rejects sharetracing standing. Business arrangement in which two or more parties agree to pool their resources for the purpose of accomplishing a specific task. Kkrs acquisition of the software firm is its latest in a series of investments. Court of chancery clarifies standing for appraisal rights. In bmc software, merion capital sought appraisal, through its broker, with respect to shares of bmc purchased after the record date of a goingprivate transaction.
Merion caused cede to file a timely appraisal demand for the shares beneficially owned by merion. This article and its downloads are available with a subscription to any of these products. In two separate rulings on january 5, 2015 in re appraisal of. For credit ratings that are derived exclusively from an existing credit rating of a program, series, categoryclass of debt, support provider or primary rated entity, or that replace a previously assigned provisional rating at the same rating level, moodys publishes a rating announcement on that series, categoryclass of debt or program as a whole, on the support provider or primary rated. Bmc software opinion and the lessons learned for experts when opining on fair value in delaware in this action, which was the largest statutory appraisal action in the delaware court of chancery since 2010, dissenting shareholder merion capital. The parties submitted posttrial briefing and i heard posttrial oral argument on june 23, 2015. Get free access to the complete judgment in merion capital lp v. On october 21, 2015, the delaware court of chancery issued a posttrial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value.
Bain group recapitalizes its bmc investment wall street prep. Sep 09, 20 new york city, september 10, 20 bmc software, inc. Justia us law case law delaware case law delaware court of chancery decisions 2015 merion capital lp and merion capital ii lp v. Fried frank explains bmc software and the courts ongoing. In ancestry, the court held that the plain language of the statute does not enact any burden on the beneficial shareholder to show that the shares were not voted in favor of the merger. In this case, the broker refused to initiate an appraisal action and merion capital transferred record ownership of the shares into its own name and made a direct appraisal demand. Bmc confirm that appraisal arbitrageurs practice of seeking appraisal of shares purchased after the record date, but before the vote on the merger, is permissible under section 262 of the dgcl. Bmc offers saasbased and onpremise software and services in areas including cloud computing, it service management, automation, it operations, and mainframe. Servicenow, three patent infringement suits filed by bmc, two in the u. Bmc stock was originally traded on nasdaq under the symbol bmcs and on the new york stock exchange with symbol bmc, but the. Bmc software completes privatization transaction bain capital. Apr 14, 2020 i worked at bmc software fulltime for more than a year pros working with great colleagues but then they all leave sales kick off in vegas is great fun and motivating and thats where it ends bmc hires top talent but unfortunately is unable to retain them high car allowance great presales talent but a nightmare to get their time. Jan 06, 2015 in a pair of monday rulings, sam glasscock, a vice chancellor of the court of chancery, ruled that radnor, pennsylvaniabased hedge fund merion capital could seek an appraisal of its 1.
Thats why more than 20,000 it organizations from the global 100 to the smallest businesses in over 120 countries rely on bmc software nasdaq. The companys most targeted sectors include software 82% and information technology 15%. Kkr to acquire bmc software five years after bain capital and. Bmc software inc market multiple valuation bmc usa.
The company changed its name to bmc software in 1980 and began trading on the nasdaq in 1988. District court for the eastern district of texas in marshall and one in germany. Merion capital lp urged a delaware chancery judge on tuesday to reprice its holdings in bmc software inc. The october 21, 2015 decision, merion capital lp and merion capital ii lp v. Summaries and analysis of recent delaware court decisions concerning businessrelated litigation. Recent delaware rulings support practice of appraisal. Bmc that were purchased after the record date for a goingprivate merger. Nov 11, 2015 the october 21, 2015 decision, merion capital lp and merion capital ii lp v.
Bmc, bmc software, and the bmc software logo are the exclusive properties of bmc software, inc. Receive free daily summaries of new opinions from the delaware court of chancery. Appraisal arbitrage is a phrase commonly used to denote an investment strategy. Bmc software, an appraisal action in which the plaintiffs alleged that the sale price for bmc did not reflect the fair value of the growing concern. This trend is likely to continue, in the wake of two recent decisions, in re appraisal, inc. Merion, the beneficial owner of the shares, requested its broker to direct the nominee record holder of its shares to demand appraisal with respect to. Bmc or the company today announced the successful completion of its acquisition by a private investor group led by bain capital private equity and golden gate capital together with insight venture partners, gic special investments pte ltd gic, and elliott management corporation collectively, the investor group. Petitioners merion capital lp and merion capital ii lp collectively, merion are selfdescribed eventdriven investment funds, 5 or, in the words of. The following article was reported by the august 1, 2016. Merion capital group is a broker dealer specializing in a variety of businesses, which include capital markets, product distribution, research, private placements, and other institutional and individual client lines. Merion capital lp and merion capital ii lp, bmc software, inc. Merion capital lp and merion capital ii lp, petitioners, v. Bmc is a software companyone of the largest in the world at the.
I presided over a fourday trial in this matter from march 16 to march 19, 2015. Kkr to buy bmc software from privateequity led group wsj. The bain capital llc consortium that bought bmc software inc. Upon a petition for appraisal of stock pursuant to. Chancery court holds that merger price that resulted from. Chancery court permits appraisal arbitrage morris james. Hedge fund scores win for appraisal arbitrage strategy reuters. Bmc is a software companyone of the largest in the world at the time of the mergerspecializing in software for information technology. The opinions expressed herein are not necessarily those of the authors firms or their clients. Merion, the beneficial owner of the shares, requested its broker to direct the nominee record holder of its shares to demand appraisal with respect to the purchased shares on merions behalf, but the broker refused. Bmc, which is owned by privateequity firms bain capitaland golden gate capital, is no longer.
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