Writer's Direct Number
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Writer's E-mail Address
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David L. Orlic
Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
Washington, D.C. 20549
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Re:
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BMC Software, Inc. (“BMC”)
Soliciting Material On Schedule 14A
Filed on May 31, 2012 by Elliott Associates, L.P. et al.
File No. 001-16393
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1.
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You indicate in your response to prior comment 7 that the revenue growth presented in the table on page 14 is an indication of the revenue that BMC could have achieved with respect to the SaaS product group, which is only a part of BMC’s Enterprise Service Management segment. Your table, however, does not clarify that the revenue trajectory for BMC’s SaaS product group, even if similar to ServiceNow’s revenue trajectory, may not represent the growth rate in BMC’s total revenues. Please advise or revise in accordance with our prior comment.
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2.
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Refer to prior comment 9. We note that by contrasting BMC’s ESM margins to CA’s total margin of 34% rather than the comparable ES margins of 8%, your juxtaposition benefits from the higher margins in the Mainframe Solutions and Services segments of CA’s business. It is unclear how those other segments are relevant to BMC’s ESM segment and in that regard your presentation does not appear meaningful or balanced. We therefore reissue our comment.
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3.
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The other filings that you mention in your response to prior comment 11 that are in connection with BMC’s annual meeting do not appear to revise your statement regarding the dates that Mr. Dillon held the CEO position at Hyperion. Please tell us how you determined that this document presents investors with accurate information so that a revision is unnecessary.
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Dated: July 20, 2012
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ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P.
as General Partner
By: Braxton Associates, Inc.
as General Partner
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors,
Inc., as Attorney-in-Fact
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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ELLIOTT CAPITAL ADVISORS, L.P.
By: Braxton Associates, Inc.
as General Partner
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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ELLIOTT SPECIAL GP, LLC
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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BRAXTON ASSOCIATES INC.
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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ELLIOTT ASSET MANAGEMENT LLC
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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THE LIVERPOOL LIMITED
PARTNERSHIP By: Liverpool Associates, Ltd.,
as General Partner
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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ELLIOTT INTERNATIONAL CAPITAL
ADVISORS INC. By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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LIVERPOOL ASSOCIATES LTD.
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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HAMBLEDON, INC.
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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ELLIOTT MANAGEMENT CORPORATION
By: /s/ Elliot Greenberg
Name: Elliot Greenberg
Title: Vice President
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/s/ Paul E. Singer
Paul E. Singer
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/s/ Carl James Schaper
Carl James Schaper
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/s/ Thomas E. Hogan
Thomas E. Hogan
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/s/ John M. Dillon
John M. Dillon
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/s/ Andreas W. Mattes
Andreas W. Mattes
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