Blackboard Inc. Announces Extension of Exchange Offer and Consent Solicitation
WASHINGTON, Sept. 26, 2016 /PRNewswire/ -- Blackboard Inc. ("Blackboard"), a leading education technology company for teaching, learning and student engagement, today announced that it has extended (i) the early tender deadline (the "Early Deadline") from 5:00 p.m., New York City time, on September 19, 2016 to 5:00 p.m., New York City time, on September 28, 2016 and (ii) the expiration time (the "Expiration Time") from 11:59 p.m. New York City time on October 3, 2016, to 11:59 p.m., New York City time on October 13, 2016, 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") and solicitation of consents (the "Consent Solicitation") to eliminate certain restrictive covenants and events of default in the indenture governing the Old Notes, upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated September 6, 2016 as supplemented and amended on September 26, 2016 (the "Offering Memorandum"). According to information provided by Global Bondholder Services Corporation, the information agent for the Exchange Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on September 23, 2016, the Company had received tenders and consents from holders of $54,882,000 in aggregate principal amount of the Old Notes, representing approximately 15.04 % of the total outstanding principal amount of the Old Notes.
Certain terms, conditions and timing of the Exchange Offer and Consent Solicitation have changed, including the exchange consideration and certain terms of the Exchange Notes, including the maturity date and interest rate per annum. Eligible holders who validly tender and do not validly withdraw their Old Notes in the Exchange Offer prior to the Early Deadline will receive $1,038.75 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. While the Exchange Offer and Consent Solicitation has been amended to extend the Early Deadline, the deadline for holders who validly tendered their Old Notes to validly withdraw tenders of their Old Notes and revoke consents (the "Withdrawal Deadline") has not been extended. The Withdrawal Deadline expired at 5:00 p.m., New York City time, on September 19, 2016. 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. For any Old Notes tendered after the Early Deadline but before the Expiration Time, eligible holders will receive $988.75 in principal amount of Exchange Notes per $1,000 principal amount of Old Notes.
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 protected] 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.
CONTACT:
D'Anthony White, Blackboard Inc.
202.303.9314 or
[email protected]
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SOURCE Blackboard Inc.
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