Lawson tenders, solicits consents for 11½% notes in unlinked offers

By Marisa Wong

Madison, Wis., March 9 - Lawson Software, Inc. said it began an offer on March 8 to purchase its outstanding 11½% senior notes due 2018 for cash at a price of 101 plus accrued interest. The cash purchase offer will expire at midnight ET on April 4.

Concurrently, Lawson began a solicitation of consents to some proposed amendments to the indenture governing the 11½% notes. The consent solicitation will expire at 5 p.m. ET on March 21.

The company is seeking to waive its obligation to go through with the cash purchase offer, which was triggered by a change of control as defined by the indenture. Specifically, the company wants to exclude a particular contribution agreement from the definition of "change of control" in the indenture.

Lawson, which is an affiliate of Infor Global Solutions Parent, Ltd., announced a contribution agreement on Thursday, under which Infor and SoftBrands Holdings, LLC will enter into a series of reorganization transactions. These transactions, in turn, will result in a new Cayman Islands exempted company, ComboCo. All of the outstanding capital stock of Infor Global Solutions Intermediate Holdings Ltd. will be contributed to ComboCo. This contribution is currently considered a change of control under the notes indenture.

Lawson will pay holders who deliver their consents an amount in cash equal to $3.75 per $1,000 principal amount of notes. The consent fee will only be payable if the proposed amendments become operative and the Infor contribution is carried out.

The purchase offer and consent solicitation are two separate offers. Holders can either tender notes in the offer or deliver consents in the solicitation but not both.

The consent solicitation is subject to certain conditions, including the receipt of consents from holders of a majority in principal amount of the outstanding notes.

Bank of America Merrill Lynch (888 292-0070 or 980 388-3646) is the solicitation agent. Wilmington Trust, NA (attn: Sam Hamed at 302 636-618) is the depositary and paying agent.

Lawson is a St. Paul, Minn.-based software company.

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