Blackboard Inc. Announces Exchange Offer and Consent Solicitation
WASHINGTON, Sept. 6, 2016 /PRNewswire/ — Blackboard Inc. (“Blackboard”), a leading education technology company for teaching, learning and student engagement, today announced that it has commenced a private offer to certain eligible noteholders described below to exchange any and all of its outstanding $365,000,000 aggregate principal amount of 7 ¾% Senior Notes due 2019 (CUSIP Nos U0921Q AA3 and 091935 AB2, ISIN Nos USU0921QAA32 and US091935AB22) (the “Old Notes”) for newly issued 9 ¼% Second Lien Senior Secured Notes due 2022 (the “Exchange Notes”), upon the terms and conditions set forth in the Confidential Private Placement Memorandum and Consent Solicitation Statement dated September 6, 2016 (the “Exchange Offer”).
The purpose of the Exchange Offer is to enhance Blackboard’s financial flexibility by refinancing the Old Notes to 2022.
Eligible holders who validly tender and do not validly withdraw their Old Notes in the Exchange Offer prior to 5:00 p.m., New York City time, on September 19, 2016 (the “Early Deadline”) will receive $1,000 in principal amount of Exchange Notes per $1,000 principal amount of Old Notes, which includes an Early Tender Payment of $50 in principal amount of Exchange Notes. For any Old Notes tendered after the Early Deadline but before the Expiration Time (as defined below), eligible holders will receive $950 in principal amount of Exchange Notes per $1,000 principal amount of Old Notes. Eligible holders will also receive accrued and unpaid interest in cash on Old Notes accepted for exchange through, but not including, the settlement date for the Exchange Offer.
The Exchange Notes will be guaranteed on the same basis as the Old Notes by each of Blackboard’s subsidiaries that guarantees its first lien credit facilities (the “First Lien Facilities”) and will be secured by a second-priority lien on substantially all of the current and future assets of Blackboard and the guarantor subsidiaries. The Exchange Notes will mature on November 15, 2022.
In conjunction with the Exchange Offer, Blackboard is soliciting consents (the “Consent Solicitation”) to eliminate certain restrictive covenants and events of default in the indenture governing the Old Notes. The Exchange Offer is conditioned upon the consummation of the Consent Solicitation, a concurrent amendment to the First Lien Facilities and certain other conditions. Holders who tender their Old Notes in the Exchange Offer will be deemed to have submitted consents pursuant to the Consent Solicitation.
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In addition, in connection with the Exchange Offer, the Consent Solicitation and the proposed amendment to the First Lien Facilities, Blackboard Super Holdco, Inc., the indirect parent company of Blackboard, will contribute the capital stock of Higher One Holdings, Inc. to a subsidiary of Blackboard (the “Higher One Contribution”). The Higher One Contribution is conditioned upon the consummation of the Exchange Offer and the amendment to the First Lien Facilities.
The Exchange Offer and Consent Solicitation will expire at 11:59 pm, New York City time, on October 3, 2016 (as it may be extended, the “Expiration Time”). Tendered Old Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on September 19, 2016, but not thereafter, even if the Early Deadline is extended.
Available Documents and Other Details
Documents relating to the Exchange Offer and the Consent Solicitation will only be distributed to noteholders who complete and return an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” under Regulation S for purposes of applicable securities laws. Noteholders who desire to complete an eligibility form should either visit the website for this purpose at http://www.gbsc-usa.com/eligibility/blackboard or request instructions by sending an e-mail to contact@gbsc-usa.com or calling Global Bondholder Services Corporation the information agent for the Exchange Offer and Consent Solicitation, at 866-470-4500 (U.S. Toll-free) or 212-430-3774 (Collect).
The Exchange Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and, unless so registered, the Exchange Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the Exchange Notes are being offered and issued only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) to non-“U.S. persons” who are outside the United States (as defined in Regulation S under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria.
The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Exchange Notes. The Exchange Offer and Consent Solicitation is only being made pursuant to the Confidential Private Placement Memorandum and Consent Solicitation Statement and the related letter of transmittal. The Exchange Offer is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this press release contains statements that are forward-looking. The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “should” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs. Factors that could cause such differences in future results include, but are not limited to, the risks described in the Confidential Private Placement Memorandum and Consent Solicitation Statement related to the Exchange Offer.
About Blackboard Inc.
Blackboard is a global leader in enterprise technology and innovative solutions that improve the experience of millions of students and learners around the world every day. Blackboard’s solutions allow thousands of higher education, K-12, professional, corporate, and government organizations to extend teaching and learning online, facilitate campus commerce and security, and communicate more effectively with their communities. For more information about Blackboard, follow us on Twitter @Blackboard.