Blackboard receives tenders for 96.7% of 7¾% notes in exchange offer

New York, Sept. 29 – Blackboard Inc. received tenders for $352.95 million, or 96.7%, of its $365 million of 7¾% senior notes due 2019 by the early deadline of its exchange offer.

As a result, the company has sufficient consents to amend the note indenture, according to a news release.

Blackboard said it has entered into a supplemental indenture that will become effective when it accepts the notes for exchange.

In addition, the company said it will now pay the early tender premium to all holders who submit their notes for exchange.

Previously the early premium was only on offer to those who participated by the early deadline of 5 p.m. ET on Sept. 28.

Blackboard also said that tendered notes may no longer be withdrawn because the withdrawal deadline has passed.

At its previous announcement on Sept. 26, Blackboard extended the exchange until 11:59 p.m. ET on Oct. 13 from 11:59 p.m. ET on Oct. 3 and pushed back the early tender deadline to 5 p.m. ET on Sept. 28 from 5 p.m. ET on Sept. 19.

It also increased the consideration on offer to $1,038.75 principal amount of newly issued 9¼% second-lien senior secured notes due Nov. 15, 2022 in exchange for each $1,000 principal amount of old notes, up from $1,000.00 of new notes.

Both amounts include the early tender payment of $50.00 principal amount of new notes.

Holders will also receive accrued interest up to but excluding the settlement date.

Before the changes, Blackboard had received tenders and consents for $54,882,000 principal amount, or 15.04%, of notes as of 5 p.m. ET on Sept. 23.

Blackboard began the offer on Sept. 6.

In addition to the exchange it was soliciting consents to eliminate some restrictive covenants and events of default from the note indenture.

Holders who tender their old notes in the exchange will be deemed to have given their consents.

The company previously said it was offering to exchange the notes to enhance its financial flexibility.

The new 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 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 is contingent on the completion of the consent solicitation and a concurrent amendment to the first-lien facilities.

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 is conditioned on the consummation of the exchange offer and the amendment to the first-lien facilities.

The information agent is Global Bondholder Services Corp. (866 470-4500, 212 430-3774 or contact@gbsc-usa.com).

Blackboard makes enterprise technology used in schools and is based in Washington, D.C.

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