CPE News (10/18/2021) – D2L Inc. has final priced its proposed of initial public offering (IPO) of Subordinate Voting Shares and a secondary offering of Subordinate Voting Shares by the Desire2Learn Employee Stock Trust.
The offering will consist of 5,489,757 subordinate voting shares by D2L and 3,335,243 subordinate voting shares by Desire2Learn Employee Stock Trust, at a price of $17.00 per subordinate voting share, for gross proceeds of $150,025,000 ($93,325,869 to D2L and $56,699,131 to the Desire2Learn Employee Stock Trust).
D2L has previously propose to issue between 9,523,810 and 10,526,316 Subordinate Voting Shares (between 10,952,381 and 12,105,263 Subordinate Voting Shares assuming the over-allotment option is exercised in full) at an offering price of between $19.00 and $21.00 for gross proceeds of $200 million ($230 million with full exercise of over-allotment option).
Upon completion of the offering, D2L will have 21,938,735 Subordinate Voting Shares and 27,390,588 Multiple Voting Shares issued and outstanding or 23,262,485 Subordinate Voting Shares and 27,390,588 Multiple Voting Shares if the over-allotment option is exercised in full.
D2L would be valued at approximately $829 million or $861 million if the over-allotment option is exercised in full.
Founded by John Baker in 1999, D2L’s mission is to transform the way the world learns. The core of its solution is D2L Brightspace, a scalable and flexible cloud-based software platform designed to help our customers deliver courses in person and online.
D2L’s investors include NewView Capital, OMERS Ventures, Columbus Nova Technology Partners, Graham Holdings, Four Rivers Group, and Aurion Capital.
Following the closing of the offering, John Baker will own 27,390,588 Multiple Voting Shares (100%) while NewView Capital Fund I will own 5,880,001 Subordinate Voting Shares.
For the fiscal year ended January 31, 2021, D2L reported $126.4 million in revenues, $77.1 million in gross profit, $3.2 million in income from operations and $41.7 million in net loss. For the six months ended July 31, 2021, D2L reported $71.3 million in revenues, $44.4 million in gross profit, $3.6 million in loss from operations and $51.0 million in net loss.
D2L has over 1,000 employees globally.
photo credit: D2L
News Release
D2L Announces Filing of Final Prospectus and Pricing for $150 Million Initial Public Offering
Toronto, Oct. 28, 2021 (GLOBE NEWSWIRE) — D2L Inc. (“D2L” or the “Company”) today announced that it is filing a final long-form prospectus with the securities regulatory authorities in each of the provinces and territories of Canada and has entered into an underwriting agreement in respect of its previously announced proposed initial public offering of subordinate voting shares (the “Offering”).
The Offering consists of a treasury offering of 5,489,757 subordinate voting shares by D2L and a secondary offering of 3,335,243 subordinate voting shares by Desire2Learn Employee Stock Trust as a selling shareholder, in each case at a price of $17.00 per subordinate voting share, for total gross proceeds of $150,025,000 ($93,325,869 to D2L and $56,699,131 to the Desire2Learn Employee Stock Trust).
TD Securities Inc. and BMO Capital Markets are acting as co-lead underwriters and joint bookrunners for the Offering, together with Canaccord Genuity Corp., Raymond James Ltd., RBC Capital Markets, National Bank Financial Inc. and Eight Capital, as underwriters (collectively, the “Underwriters”).
The Underwriters have also been granted an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 1,323,750 subordinate voting shares from D2L at a price of $17.00 per share for additional gross proceeds to D2L of $22,503,750 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised, in whole or in part, at any time for a period of 30 days from the closing date.
A final prospectus dated October 27, 2021 (the “final prospectus”) containing important information relating to the securities described in this press release is being filed with the securities regulatory authorities in each of the provinces and territories of Canada. Copies of the final prospectus may be obtained by contacting TD Securities Inc., Attention: Symcor, NPM, 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5 by telephone at (289) 360-2009 or by email at sdcconfirms@td.com, or by contacting BMO Capital Markets, Attention: Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, or by telephone at 1-905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.
ABOUT D2L
D2L is transforming the way the world learns – helping learners of all ages achieve more than they dreamed possible. Working closely with clients all over the world, D2L is supporting millions of people learning online and in person. Our more than 1,000 global employees are dedicated to making the best learning products to leave the world better than where they found it. Learn more about D2L for K-12, higher education and businesses at www.D2L.com.
Forward-Looking Statements
This news release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in D2L’s final long-form prospectus to be filed under D2L’s profile on SEDAR at www.sedar.com. Actual results could differ materially from those projected herein. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this news release is provided as of the date of this news release and D2L does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
FOR MORE INFORMATION
Craig Armitage
IR@D2L.com