Attached files
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EX-99.2 - EX-99.2 - BLACKBOARD INC | w79462exv99w2.htm |
EX-10.1 - EX-10.1 - BLACKBOARD INC | w79462exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 4, 2010
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
BLACKBOARD INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-50784 | 52-2081178 | ||
(State of incorporation) | (Commission File Number No.) | (IRS Employer Identification No.) |
650 Massachusetts Ave, NW
Washington, D.C. 20001
(Address of principal executive offices)
Washington, D.C. 20001
(Address of principal executive offices)
(202) 463-4860
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Credit Agreement and Related Agreements
On August 4, 2010, Blackboard Inc. (the Company) entered into a Credit Agreement (the
Credit Agreement) among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent (the Agent), Citibank, N.A. and Credit Suisse AG, as co-syndication
agents, PNC Bank, National Association and Wells Fargo Bank, National Association, as
co-documentation agents, and the lenders party thereto (the Lenders). Borrowings under the
Credit Agreement may be used for working capital needs and general corporate purposes, which may
include share repurchases, outstanding debt repayment and acquisitions. The Credit Agreement
provides for a $175 million senior secured revolving credit facility to be available on a revolving
basis until August 4, 2015. Amounts outstanding under the Credit Agreement will bear interest at a
rate per annum equal to, at the election of the Company, (i) the Adjusted LIBO Rate (as defined in
the Credit Agreement) plus a margin of between 2.25% and 3.00% based on the Companys Leverage
Ratio (as defined in the Credit Agreement) or (ii) an Alternate Base Rate (as defined in the Credit
Agreement) plus a margin of between 1.25% and 2.00% based on the Companys Leverage Ratio. Any
overdue amounts under the Credit Agreement will bear interest at a rate per annum equal to 2% plus
the rate otherwise applicable to such loan.
The Company is required to pay the Lenders a commitment fee at a rate per annum of between
0.30% and 0.50% based on the Companys Leverage Ratio on the average daily unused amount of the
credit facility commitments of such Lenders during the period for which payment is made, payable
quarterly in arrears. The Company may optionally prepay loans or reduce the credit facility
commitments at any time, without penalty.
The Credit Agreement contains customary representations and warranties as well as affirmative
and negative covenants. Affirmative covenants include, among others, with respect to the Company
and its subsidiaries, maintenance of existence, financial and other reporting, payment of
obligations, compliance with laws, maintenance of properties and insurance, and an agreement to
cause future material domestic subsidiaries to become parties to the Guaranty and the Pledge and
Security Agreement referred to below. Negative covenants include, among others, with respect to the
Company and its subsidiaries, limitations on incurrence or guarantees of indebtedness, limitations
on liens, limitations on investments, limitations on mergers, asset sales, and acquisitions, other
than Permitted Acquisitions (as defined in the Credit Agreement), limitations on dividends and
other restricted payments, limitations on affiliate transactions, limitations on sale and
lease-back transactions, limitations on changing fiscal reporting periods and limitations on
capital expenditures. The Credit Agreement also includes maximum leverage, senior leverage and
interest coverage ratios and a minimum liquidity covenant.
The Credit Agreement contains customary events of default, including, among others, the
non-payment of principal, interest or other amounts when due, inaccuracy of the Companys
representations and warranties in any material respect, violation of covenants, cross-defaults with
other material indebtedness, certain undischarged judgments, the occurrence of certain ERISA or
bankruptcy or insolvency events and the occurrence of a Change in Control (as defined in the Credit
Agreement). Upon the occurrence and during the continuance of an event of default under the Credit
Agreement, the Lenders may declare the loans and all other obligations under the Credit Agreement
immediately due and payable. A bankruptcy or insolvency event of default causes such obligations
automatically to become immediately due and payable.
The obligations of the Company under the Credit Agreement are guaranteed by the material
domestic subsidiaries of the Company pursuant to a Guaranty, among the subsidiary guarantors party
thereto from time to time (the Guarantors) and the Agent on behalf of the Lenders. The loans and
the other obligations of the Company under the Credit Agreement and related loan documents, and the
guaranty obligations of the Guarantors under the Guaranty, are secured by substantially all of the
tangible and intangible assets of the Company and each Guarantor (including, without limitation,
intellectual property and the capital stock of certain subsidiaries) pursuant to the terms of a
Pledge and Security Agreement.
The foregoing description of the Credit Agreement does not purport to be a complete statement
of the parties rights under such agreement and is qualified in its entirety by reference to the
full text of the Credit
Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.
In the ordinary course of business, certain of the Lenders and their respective affiliates
have engaged, and may in the future engage, in commercial banking and/or investment banking
transactions with the Company and its affiliates for which they have in the past received, and may
in the future receive, customary fees.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Acquisition of Elluminate, Inc.
As previously reported, on July 2, 2010, the Company entered
into an Arrangement Agreement to
acquire all outstanding shares in the capital of Elluminate, Inc., a Canadian federal corporation
(Elluminate). On August 4, 2010, the Company closed its acquisition of Elluminate. Elluminate
delivers web, audio, video and social networking solutions optimized for teaching, learning, and
collaboration.
The Company paid $59.9 million in cash, excluding transaction costs,
as consideration for the acquisition, including certain payments made on Elluminates
behalf. The Company deposited $0.5 million of the consideration into a working capital escrow fund
for possible working capital adjustments and $14.3 million of the consideration into an indemnity
escrow fund to secure Elluminates shareholders indemnification obligations pursuant to the Arrangement
Agreement.
Acquisition of Wimba, Inc.
As previously reported, on July 2, 2010, the Company entered into an Agreement and Plan of
Merger to acquire Wimba, Inc., a Delaware corporation
(Wimba), by merging a wholly owned
subsidiary of the Company into Wimba. On August 5, 2010, the Company closed its acquisition of
Wimba. Wimba is a leading provider of collaborative learning software applications and services to
the education industry.
The Company paid $59.6 million in cash, excluding transaction
costs, as consideration for the acquisition, including certain payments made on Wimbas
behalf. The Company deposited $1.0 million of the consideration into a working capital escrow fund
for possible working capital adjustments and $11.8 million of the consideration into indemnity
escrow funds to secure Wimbas equity holders indemnification obligations pursuant to the Agreement and Plan of
Merger.
Item 2.02 Results of Operations and Financial Condition.
On August 9, 2010, the Company issued a press release reporting its financial results for the
quarter and six months ended June 30, 2010. A copy of the press release is furnished hereto as
Exhibit 99.2.
The information contained in this Item 2.02 and Exhibit 99.2 shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or
otherwise subject to the liabilities of that section, nor shall it be incorporated by reference
into a filing under the Securities Act of 1933, or the Exchange Act, regardless of any
incorporation language in such filing, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Company will file any financial statements required by Item 9.01(a) by amendment not later than
71 calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
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The Company will file any pro forma financial information required by Item 9.01(b) by amendment not
later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
(d) Exhibits.
2.1 | Arrangement Agreement dated July 2, 2010 by and among (i) Blackboard Inc., (ii) Elephant Acquisition Corp., a Canadian federal corporation and a wholly owned subsidiary of Blackboard, (iii) Elluminate, Inc., a Canadian federal corporation, (iv) certain shareholders of Elluminate, Inc., (v) Hotstart Technologies Inc., a Canadian federal corporation, (vi) 693899 Alberta Ltd., an Alberta corporation, (vii) 693897Alberta Ltd., an Alberta corporation, and (viii) Nashirali Samanani (incorporated by reference to Exhibit 2.1 of Blackboards Current Report on Form 8-K filed on July 7, 2010). | |
2.2 | Agreement and Plan of Merger dated July 2, 2010 by and among (i) Blackboard Inc., (ii) Bear Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Blackboard Inc., (iii) Wimba, Inc., a Delaware corporation, and (iv) Walter H. Barandiaran and Carmen Scarpa (incorporated by reference to Exhibit 2.2 of Blackboards Current Report on Form 8-K filed on July 7, 2010). | |
10.1 | Credit Agreement dated as of August 4, 2010 by and among Blackboard Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., Credit Suisse AG, PNC Bank, National Association, Wells Fargo Bank, National Association, and the lenders party thereto. | |
99.1 | Press release dated July 7, 2010 (incorporated by reference to Exhibit 99.1 of Blackboards Current Report on Form 8-K filed on July 7, 2010). | |
99.2 | Press release dated August 9, 2010. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLACKBOARD INC. (Registrant) |
||||
Dated: August 9, 2010 | By: | /s/ John E. Kinzer | ||
Name: | John E. Kinzer | |||
Title: | Chief Financial Officer | |||
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EXHIBIT INDEX
2.1 | Arrangement Agreement dated July 2, 2010 by and among (i) Blackboard Inc., (ii) Elephant Acquisition Corp., a Canadian federal corporation and a wholly owned subsidiary of Blackboard, (iii) Elluminate, Inc., a Canadian federal corporation, (iv) certain shareholders of Elluminate, Inc., (v) Hotstart Technologies Inc., a Canadian federal corporation, (vi) 693899 Alberta Ltd., an Alberta corporation, (vii) 693897Alberta Ltd., an Alberta corporation, and (viii) Nashirali Samanani (incorporated by reference to Exhibit 2.1 of Blackboards Current Report on Form 8-K filed on July 7, 2010). | |
2.2 | Agreement and Plan of Merger dated July 2, 2010 by and among (i) Blackboard Inc., (ii) Bear Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Blackboard Inc., (iii) Wimba, Inc., a Delaware corporation, and (iv) Walter H. Barandiaran and Carmen Scarpa (incorporated by reference to Exhibit 2.2 of Blackboards Current Report on Form 8-K filed on July 7, 2010). | |
10.1 | Credit Agreement dated as of August 4, 2010 by and among Blackboard Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., Credit Suisse AG, PNC Bank, National Association, Wells Fargo Bank, National Association, and the lenders party thereto. | |
99.1 | Press release dated July 7, 2010 (incorporated by reference to Exhibit 99.1 of Blackboards Current Report on Form 8-K filed on July 7, 2010). | |
99.2 | Press release dated August 9, 2010. |
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