Blackboard Inc. Closes Sale of $165.0 Million in Convertible Senior Notes
June 20 2007 - 5:25PM
PR Newswire (US)
WASHINGTON, June 20 /PRNewswire-FirstCall/ -- Blackboard Inc.
(NASDAQ:BBBB) today announced the closing of its sale of $165.0
million aggregate principal amount of 3.25 percent Convertible
Senior Notes due 2027, pursuant to an automatically effective
registration statement filed with the Securities and Exchange
Commission on June 13, 2007. The aggregate principal amount of
Notes sold reflects the full exercise by the underwriters of their
option to purchase $15.0 million aggregate principal amount of
notes to cover over-allotments. The notes are convertible, under
certain circumstances, into cash or a combination of cash and
Blackboard common stock at an initial base conversion rate of
15.4202 shares of Blackboard common stock per $1,000 principal
amount of notes. The base conversion rate represents an initial
base conversion price of approximately $64.85, which is a 62
percent premium to the closing price of Blackboard's common stock
on June 14, 2007. In addition, if at the time of conversion the
applicable price of Blackboard's common stock exceeds the base
conversion price, the conversion rate will be increased by up to an
additional 9.5605 shares of Blackboard common stock per $1,000
principal amount of notes, as determined pursuant to a specified
formula. In general, upon conversion of a note, the holder of such
note will receive cash equal to the principal amount of the note
and Blackboard common stock for the note's conversion value in
excess of such principal amount. The notes bear interest at a rate
of 3.25 percent per annum from the date of issuance, payable
semi-annually on January 1 and July 1, commencing on January 1,
2008. The notes will mature on July 1, 2027 and may not be redeemed
by Blackboard prior to July 1, 2011, after which they may be
redeemed at 100 percent of the principal amount plus accrued
interest. Holders of the notes may require Blackboard to repurchase
some or all of the notes on July 1, 2011, July 1, 2017 and July 1,
2022, or in the event of certain fundamental change transactions,
at 100 percent of the principal amount plus accrued interest. The
sole book-running manager of the offering is Credit Suisse
Securities (USA) LLC and Citi is serving as the sole co-manager. A
copy of the prospectus and prospectus supplement meeting the
requirements of Section 10 of the Securities Act of 1933 may be
obtained from Credit Suisse by writing to it at Credit Suisse
Securities Prospectus Department, One Madison Avenue, Level 1B, New
York, NY 10010. About Blackboard Inc. Blackboard Inc. (NASDAQ:BBBB)
is a leading provider of enterprise learning software applications
and related services. Founded in 1997, Blackboard enables
educational innovations everywhere by connecting people and
technology. Millions of people use Blackboard everyday around the
globe. Blackboard is headquartered in Washington, D.C., with
offices in North America, Europe, Australia and Asia. Blackboard
Educate. Innovate. Everywhere.(TM) Any statements in this press
release about future expectations, plans and prospects for
Blackboard and other statements containing the words "believes,"
"anticipates," "plans," "expects," "will," and similar expressions,
constitute forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. Forward-looking
statements in this press release include expectations regarding
Blackboard's use of proceeds. Actual results may differ materially
from those indicated by such forward-looking statements as a result
of various important factors, including the factors discussed in
the "Risk Factors" section of our Form 10-Q filed on May 4, 2007
with the Securities and Exchange Commission. In addition, the
forward-looking statements included in this press release represent
Blackboard's views as of June 20, 2007. Blackboard anticipates that
subsequent events and developments will cause Blackboard's views to
change. However, while Blackboard may elect to update these
forward-looking statements at some point in the future, Blackboard
specifically disclaims any obligation to do so. These forward-
looking statements should not be relied upon as representing
Blackboard's views as of any date subsequent to June 20, 2007.
DATASOURCE: Blackboard Inc. CONTACT: Michael J. Stanton, Vice
President, Investor Relations and Global Treasury of Blackboard
Inc., +1-202-463-4860 ext. 2305 Web site:
http://www.blackboard.com/
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