UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3010
DIVISION OF
CORPORATION FINANCE
Mail Stop 4561 January 27, 2006
Mark E. Woodward
President and Chief Executive Officer
Serena Software, Inc.
2755 Campus Drive, 3rd Floor
San Mateo, California 94403
Re: Serena Software, Inc.
Amendment No. 1 to Schedule 13E-3
Filed January 11, 2006
File No. 5-58055
Amendment No. 1 to Schedule 14A
Filed January 11, 2006
File No. 0-25285
Dear Mr. Woodward:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Amendment No. 1 to Schedule 14A
1. We note your response to prior comment 4 from our comment
letter
dated December 28, 2005, that Silver Lake Technology Associates
II,
L.L.C., the sole general partner of Silver Lake Partners II, L.P.
is
not a "parent" of Spyglass because of the minimum ownership
interest
in Silver Lake Partners II. Rule 12b-2 of the Exchange Act
defines
the "parent" of a specified person as an affiliate controlling
such
person directly, or indirectly through one or more intermediaries.
Please provide us an analysis as to whether Silver Lake Technology
Associates II may be considered a "parent" as defined in Rule 12b-
2,
and tell us under what circumstances a sole general partner of a
partnership would not be a control person with respect to that
partnership.
Special Factors, page 16
2. We note the amended disclosure on page 27 in response to prior
comment 24. Please clarify what is meant by the statement that
the
board of directors "accepted" the analysis and conclusion of
Morgan
Stanley. For example, tell us whether the board merely received
the
analysis, or whether they based their fairness conclusion at least
in
part on the criteria, valuations, methodologies and conclusions
that
were employed by Morgan Stanley.
Opinion of Morgan Stanley & Co. Incorporated, page 32
3. We note the amended disclosure on page 34 in response to prior
comment 32. Please expand to discuss the "other characteristics"
that caused Morgan Stanley to exclude certain companies from the
comparable company analysis. Please also disclose how many
companies
meeting the general criteria of selling software products that are
similar to those of Serena`s Morgan Stanley excluded because of
the
diversified nature of their business or other characteristics.
4. We note the amended disclosure on page 36 in response to prior
comment 33. Please tell us whether any precedent transactions in
the
software industry of comparable size to the Serena merger were not
included in the analysis. If so, please disclose this fact and
explain why these transactions were excluded.
Position of Silver Lake Filers as to Fairness, page 40
5. State whether or not the Silver Lake Filers considered the
company`s going concern value. If these filing persons did not
consider this factor, explain why they did not. The discussion of
factors considered in determining fairness must include an
analysis
of the extent, if any, to which the filing persons` belief are
based
on the factors described in Instruction 2 to Item 1014 of
Regulation
M-A, including going concern value. See Instruction 2 (iv) of
Item
1014 of Regulation M-A. We note your statement that the Silver
Lake
Filers "were aware that several of the analyses performed by
Morgan
Stanley in connection with its fairness opinion to the special
committee and the board of directors of Serena addressed the value
of
Serena on a going concern basis, and the Silver Lake Filers
believe
that these analyses support their conclusion that the transaction
is
fair to Serena`s unaffiliated stockholders." To the extent these
filers seek to rely on the fairness opinion by Morgan Stanley to
satisfy their obligations under Item 1014 of Regulation M-A, they
must expressly adopt the analysis and conclusions of that entity.
* * * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Please contact Anne Nguyen, Special Counsel, at (202) 551-
3611,
Barbara C. Jacobs, Assistant Director, at (202) 551-3735, or me at
(202) 551-3462 with any other questions.
Sincerely,
Mark P. Shuman
Branch Chief
cc: via facsimile
Larry W. Sonsini, Esq.
John A. Fore, Esq.
Wilson Sonsini Goodrich & Rosati
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Mark E. Woodward
Serena Software, Inc.
January 27, 2006
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