Lawson Software talks $560 million offering of eight-year senior notes with 11¼%-11½% yield

By Paul A. Harris

Portland, Ore., June 28 - SoftBrands, Inc. and Lawson Software, Inc. talked a $560 million offering of eight-year senior notes (Caa1/B-) with an 11¼% to 11½% yield on Tuesday, according to an informed source.

In addition to price talk the bonds also underwent covenant changes.

The deal is set to price on Wednesday afternoon.

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. Inc. and RBC Capital Markets are the joint bookrunners.

The Rule 144A with registration rights notes come with four years of call protection and feature a 101% poison put.

Proceeds together with equity contributions, cash on hand and $1.115 billion of new senior secured credit facilities, will be used to fund the acquisition of Lawson, to refinance substantially all of SoftBrands' existing debt and to repay Lawson's convertible bonds.

Lawson is being acquired by GGC Software Holdings Inc., an affiliate of Golden Gate Capital and Infor Global Solutions, for $11.25 per share in cash. The acquisition is valued at about $2 billion.

SoftBrands will issue the notes in conjunction with Atlantis Merger Sub, Inc., which will be merged into Lawson Software.

Lawson, a St. Paul, Minn.-based enterprise software developer, will become the co-issuer upon completion of the merger.

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