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Lawson gets consents to kill change-of-control offer for 11½% notes
By Susanna Moon
Chicago, March 28 - Lawson Software, Inc. said it received consents from $462.28 million principal amount, or about 82.6%, of its 11½% senior notes due 2018, which was more than the amount needed to amend the notes.
The consent solicitation ended at 5 p.m. ET on March 27, according to a company press release Wednesday.
As previously noted, the company sought to waive its obligation to go through with a cash purchase offer for the notes, which was triggered by a change of control under the notes. Specifically, the company wanted 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.
The consent payment will be $3.75 per $1,000 principal amount of notes in cash. The consent fee will be payable when the proposed amendments become operative and the Infor contribution is carried out.
The company began a separate offer on March 8 to purchase its outstanding 11½% notes for cash at 101 plus accrued interest. The cash purchase offer was to end at midnight ET on April 4.
As previously noted, the purchase offer and consent solicitation were two separate offers. Holders could either tender notes in the offer or deliver consents in the solicitation but not both.
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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