By Paul A. Harris
Portland, Ore., June 30 - Lawson Software, Inc. priced a restructured $560 million issue of 11½% seven-year senior notes (Caa1/B-/) at 92.143 to yield 13¼% on Thursday, according to an informed source.
Original yield talk was set on Tuesday at 11¼% to 11½%.
Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. Inc. and RBC Capital Markets were the joint bookrunners.
The maturity of the notes was shortened to 2018 from 2019. In addition the deal underwent covenant changes.
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.
| Issuer: | SoftBrands, Inc. and Atlantis Merger Sub, Inc., to be merged with and into Lawson Software, Inc.
|
| Face amount: | $560 million
|
| Proceeds: | $516 million
|
| Maturity: | July 15, 2018
|
| Securities: | Senior notes
|
| Bookrunners: | Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities, Inc., Morgan Stanley & Co. Inc., RBC Capital Markets
|
| Coupon: | 11½%
|
| Price: | 92.143
|
| Yield: | 13¼%
|
| Spread: | 1,074 bps
|
| Call features: | Make-whole call at Treasuries plus 50 bps until July 15, 2015, then callable at 105.75, 102.875, par on and after July 15, 2017
|
| Equity clawback: | 35% at 111.50 until July 15, 2014
|
| Trade date: | June 30
|
| Settlement date: | July 5
|
| Ratings: | Moody's: Caa1
|
| Standard & Poor's: B-
|
| Distribution: | Rule 144A with registration rights and Regulation S
|
| Price talk: | 11¼% to 11½% yield
|
| Marketing: | Roadshow
|
| Changes: | Maturity shortened to 2018 from 2019; also covenant changes
|
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