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Blackboard to be acquired by Providence Equity Partners for USF45.00 per share in cash or USD1.64bn

Blackboard Inc. (NASDAQ: BBBB) has entered into a definitive agreement under to be acquired by an investor group led by affiliates of Providence Equity Partners (Providence) in an all-cash transaction valued at approximately USD1.64 billion, plus the assumption of approximately USD130 million in net debt.

Pursuant to the terms of the agreement, Blackboard’s stockholders will receive USD45.00 in cash for each share of Blackboard common stock. The transaction represents a 21 percent premium over the closing price of USD37.16 per share on April 18, 2011, the day before Blackboard publicly announced that it was evaluating strategic alternatives.

The agreement between Blackboard and Providence concludes a process that began in March 2011, when Blackboard’s Board of Directors formed a Transaction Committee consisting of independent Directors to conduct a comprehensive review of strategic alternatives that included discussions with potential strategic and financial buyers. Acting upon the recommendation of the Transaction Committee, and in consultation with the Transaction Committee’s outside financial and legal advisors, the Board unanimously approved the transaction and recommends that Blackboard’s stockholders adopt the acquisition agreement.

Joseph Cowan, Chairman of the Transaction Committee, says: "We believe this agreement provides a meaningful and immediate cash premium for all our stockholders and recommend that they support the proposed transaction."

Michael Chasen, Blackboard’s President and Chief Executive Officer, says: "This compelling transaction is the result of a comprehensive evaluation of our strategic alternatives, and we firmly believe it delivers significant value to all Blackboard stockholders. In Providence, we will have a partner who brings a deep understanding of the international education marketplace and shares our vision of providing educators with exceptional technology solutions and services to meet their evolving needs over the long-term.  We look forward to welcoming Providence to the Blackboard team."  

Peter Wilde, a Managing Director at Providence, says: "We are very familiar with Blackboard through our extensive education investments over the years and have tremendous respect for what the Blackboard team has accomplished. Given its exceptional brand, technologies, client base and the depth of its team, we believe Blackboard will continue to drive and benefit from the increasing penetration of digital technologies and content in schools around the world.  We are excited to put our resources and hands-on experience in the education and communications sectors toward supporting Blackboard’s growth over the long-term."

Providence is the leading global private equity firm focused on media, communications, information services and education investments. The firm’s current education industry investments include Archipelago Learning, Ascend Learning, Catalpa, Edline, Education Management Corporation and Study Group.  
The transaction is subject to approval of a majority of the outstanding shares of Blackboard common stock and other customary closing conditions and regulatory approvals. The transaction is anticipated to close during the fourth quarter of 2011. Upon closing, Blackboard will become a privately held company, remain headquartered in Washington, DC and continue to be led by its existing senior management team.  

The transaction will be financed through a combination of equity and debt. BofA Merrill Lynch, Deutsche Bank and Morgan Stanley provided debt financing commitments.

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