CPE News (10/18/2021) – D2L Inc. has filed an amendement to its preliminary base PREP prospectus in connection with a proposed of initial public offering of Subordinate Voting Shares and a secondary offering of Subordinate Voting Shares by the Desire2Learn Employee Stock Trust.
D2L is proposing 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)
The offering will consist of a primary offering of between 6,823,836 and 7,542,146 Subordinate Voting Shares (between 8,252,407 and 9,121,093 Subordinate Voting Shares assuming the over-allotment option is exercised in full) and a secondary offering of between 2,699,974 and 2,984,170 Subordinate Voting Shares.
Upon completion of the pre-closing reorganization and the offering, assuming an offering price of $20.00, D2L will have 26,448,978 Subordinate Voting Shares and 27,390,588 Multiple Voting Shares issued and outstanding or 27,948,978 Subordinate Voting Shares and 27,390,588 Multiple Voting Shares if the over-allotment option is exercised in full.
At an offering price of $20, D2L would be valued at $1.08 billion or $1.11 billion 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 is principally backed by NewView Capital and OMERS Ventures. D2L other investors include 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%) with 91.3% voting power (assuming the offering price of $20). 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.
D2L has applied for listing of its Subordinate Voting Shares on the Toronto Stock Exchange (TSX) under the symbol “DTOL.”
TD Securities Inc. and BMO Nesbitt Burns Inc. are acting as co-lead underwriters and joint bookrunners with a syndicate of underwriters including Canaccord Genuity Corp., Raymond James Ltd., RBC Dominion Securities Inc., National Bank Financial Inc. and Eight Capital.
Blake, Cassels & Graydon LLP and McCarthy Tétrault LLP are acting as legal counsel to D2L and underwriters respectively in connection with the offering.
photo credit: D2L