UPDATED 12:08 EDT / MAY 29 2018

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KKR to buy software giant BMC in private equity deal worth up to $10B

BMC Software Inc. is changing hands once again five years after an investor consortium took it private.

The company, which ranks among the industry’s top providers of tools for managing technology systems, today announced that it has inked an agreement to be acquired by private equity firm KKR & Co. LP.

The financial terms were not disclosed. However, a source told the New York Post last week that the acquisition “could be worth around $10 billion.”

That figure lines up with what insiders told Reuters back in February. The news agency reported at the time that BMC was considering to file for an initial public offering, which the tipsters said could have valued it at more than $10 billion. The company had earlier explored the possibility of merging with fellow software maker CA Technologies Inc., according to a separate leak, but the talks apparently fell through.

It looks like the deal with KKR will finally give BMC’s stakeholders the exit they’ve been seeking. The group that took the company private in 2013 includes Bain Capital Private Equity, Golden Gate Capital, GIC, Insight Venture Partners and activist hedge fund Elliott Management.

“BMC was a once-high-flying software company and did a great job growing an installed base,” said longtime analyst Dave Vellante, chief analyst at SiliconANGLE sister company Wikibon. “But growth slowed and we’re in an era when the Street rewards growth more than cash flow.”

The company was disrupted by a number of forces, Vellante added, not the least of which was ServiceNow Inc. “They’ve undergone, or are undergoing, a pretty substantial transformation which involves modernizing its software platform and positioning for the digital and AI age,” he said, infusing intelligence into its apps to provide greater degrees of automation.

If the $10 billion figure cited in the recent leaks is any indication, the consortium stands to get a significant return on the $6.9 billion it paid for BMC. As for KKR, the deal marks a major expansion of its investment portfolio. The New York-based private equity firm has invested a total of $26 billion in the technology, media and telecommunications segment over the past decade.

KKR expects to close the acquisition formally in the third quarter. According to last week’s New York Post report, it secured the deal after beating out fellow private equity firm Thoma Bravo LLC.

According to Reuters, KKR has invested about $26 billion in technology companies over the past 10 years, including business software firms Mitchell International Inc., Epicor Software Corp. and Calabrio Inc..

The investment firm didn’t share much information about what strategy it plans to take with BMC. But Herald Chan, the head of the private equity firm’s technology investment team, did suggest that the software giant can be expected to make some new acquisitions, perhaps even become an “acquisition engine again,” as a source put it to Axios.

“With more than 10,000 customers and 6,000 employees, BMC is a global leader in managing digital and IT infrastructure with a broad portfolio of software solutions,” Chen said in a prepared statement. “We are thrilled to partner with the talented BMC team to accelerate growth — including via M&A — building on BMC’s deep technology expertise and long-standing customer relationships.”

Vellante said private-equity plays such as this have provided a shield from public scrutiny for companies trying to transform themselves and retool their portfolios. “Private equity used to be all about sucking as much cash out of a business as possible, but investors are seeing good or better returns by pumping some R&D into these companies, restructuring to lower costs and getting paid on the valuation uptick,” he said. “It takes longer to get the cash but pays bigger returns.”

He noted that there have been a number of examples of this more “patient” PE model beyond BMC, such as Veritas Technologies LLC, Infor Inc., Riverbed Technology Inc. and, most recently, Dell EMC.

Image: BMC

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