WASHINGTON, Sept. 29, 2016 /PRNewswire/ -- Blackboard Inc. ("Blackboard"), a leading education technology company for teaching, learning and student engagement, today announced the early tender results for its previously announced private offer (the "Exchange Offer") to certain eligible noteholders described below to exchange any and all of its outstanding $365,000,000 aggregate principal amount of 7.750% Senior Notes due 2019 (CUSIP Nos U0921Q AA3 and 091935 AB2, ISIN Nos USU0921QAA32 and US091935AB22) (the "Old Notes") for newly issued 9.750% Second Lien Senior Secured Notes due 2021 (the "Exchange Notes").
According to information provided by Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offer, as of 5:00 p.m., New York City time, on September 28, 2016 (the "Early Deadline"), the Company had received tenders from holders of $352,950,000 in aggregate principal amount of the Old Notes, representing approximately 96.7% of the total outstanding principal amount of the Old Notes.
Accordingly, Blackboard has received consents sufficient to approve the proposed amendments to the indenture governing the Old Notes (the "Consent Solicitation"), and Blackboard and the trustee for the Old Notes have entered into a supplemental indenture containing such proposed amendments. Such amendments will not become operative, with respect to any Old Notes that remain outstanding following the settlement of the Exchange Offer, unless and until Blackboard accepts for exchange the Old Notes validly tendered in the Exchange Offer and Consent Solicitation.
Blackboard also announced that it has extended the date by which tenders must be received for holders to receive the "Total Exchange Consideration" of $1,038.75 in principal amount of Exchange Notes per $1,000 principal amount of Old Notes to 11:59 p.m., New York City time, on October 13, 2016, which is the "Expiration Time" for the Exchange Offer and Consent Solicitation. Accordingly, all Old Notes tendered at or prior to the Expiration Time, including those tendered at or prior to the Early Deadline, will be eligible to receive the Total Exchange Consideration, plus accrued and unpaid interest in cash on Old Notes accepted for exchange through, but not including, the settlement date for the Exchange Offer. All other terms and conditions of the Exchange Offer and Consent Solicitation remain unchanged.
The Withdrawal Deadline and Early Deadline have expired. Old Notes tendered for exchange may not be validly withdrawn and consents may not be revoked, unless we determine in the future in our sole discretion to permit withdrawal and revocation rights.
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 email@example.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 Offering Memorandum 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 Offering Memorandum and Consent Solicitation Statement related to the Exchange Offer.
D'Anthony White, Blackboard Inc.
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SOURCE Blackboard Inc.