Cleary Gottlieb represented Lehman Brothers Inc. and Citigroup Global Markets Inc. as initial purchasers in a $240 million Rule 144A offering by Lawson Software, Inc. of 2.50% senior convertible notes due 2012. The offering, including full exercise of the initial purchasers’ over-allotment option, closed April 23.
Lawson used a portion of the net proceeds to repurchase its shares in privately negotiated transactions conducted contemporaneously with the offering.
Lawson also entered into convertible note hedge and warrant arrangements that have the effect of increasing the notes’ conversion price and reducing the potential dilution from conversion.
Lawson is a global provider of enterprise software, providing business application software, services and maintenance primarily to customers in trade industries and the services and manufacturing/distribution sectors.