D2L Inc. (“
D2L” or the “
Company”)
(TSX: DTOL) today announced the closing of its 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 the
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).
D2L expects to use the net proceeds from the treasury portion of
the Offering to strengthen its financial position and pursue its
growth strategies. The net proceeds of the secondary offering will
be used by the Desire2Learn Employee Stock Trust to satisfy tax
liabilities arising on the distribution of shares by the Trust, and
to repay the balance of a shareholder loan advanced by D2L to a
holding company controlled by John Baker.
D2L’s Subordinate Voting Shares will begin trading today on the
Toronto Stock Exchange under the symbol "DTOL".“This is an exciting
milestone — it will mark the end of the beginning and the start of
our next chapter of enabling the future of work and learning,” said
John Baker, President and Chief Executive Officer of D2L. “I want
to thank all of our employees, customers, and partners for their
support. Together, we are committed to building the innovations
that make it easier to learn — and helping people to achieve more
than they dreamed possible.”
“For more than 20 years, D2L has evolved to help transform lives
through the power of its learning platform,” said J. Ian Giffen,
Lead Director of the D2L Board. “Today, D2L is stepping into its
next phase of growth as a public company and extending its global
leadership in learning. We are excited for D2L to trade on the
Toronto Stock Exchange and exemplify the inspiration and maturity
of world-class Canadian technology companies.”
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 today.
In connection with the Offering, D2L completed a series of
transactions pursuant to which its share capital was reorganized
into outstanding Subordinate Voting Shares and Multiple Voting
Shares (the “Pre-Closing Reorganization”).
Immediately before giving effect to the Pre-Closing Reorganization
(and prior to the Offering), John Baker exercised control or
direction over shares in the capital of D2L representing
approximately 53.2% of the total issued and outstanding shares and
approximately 66.7% of the total voting power attached to the
Company’s securities. As a result of the Pre-Closing
Reorganization, John Baker became entitled to an additional 488,293
Subordinate Voting Shares. Upon closing of the Offering, John Baker
owned directly and indirectly through 2416535 Ontario Inc., an
aggregate of 27,390,588 Multiple Voting Shares (representing 100%
of the issued and outstanding Multiple Voting Shares) and 488,293
Subordinate Voting Shares (representing approximately 52.7% of
issued and outstanding Subordinate Voting Shares assuming all
Multiple Voting Shares had been exchanged for Subordinate Voting
Shares) representing, in aggregate, approximately 91.6% of the
total voting power attached to the Company’s securities. John
Baker’s address c/o D2L, is as follows: 151 Charles Street West,
Suite 400, Kitchener, Ontario, N2G 1H6.
Immediately before giving effect to the Pre-Closing
Reorganization (and prior to the Offering), NewView Capital Fund I,
L.P. beneficially owned or exercised control or direction over
5,880,001 Series A Preferred Shares in the capital of D2L
representing approximately 11.4% of the total issued and
outstanding shares and 14.3% of the total voting power attached to
the Company’s securities. Upon closing of the Offering, NewView
Capital Fund I, L.P. beneficially owned or exercised control or
direction over 5,880,001 Subordinate Voting Shares representing
approximately 11.1% of the total issued and outstanding shares or
23.1% of issued and outstanding Subordinate Voting Shares, and
approximately 2.0% of the total voting power attached to the
Company’s securities. NewView Capital Fund I, L.P.’s address is
1201 Howard Ave, Suite 101, Burlingame, California, USA, 94010.
Immediately before giving effect to the Pre-Closing
Reorganization (and prior to the Offering), OMERS Ventures LP
beneficially owned or exercised control or direction over 3,529,412
Series A Preferred Shares and 470,588 Series B Preferred Shares in
the capital of D2L representing, in aggregate, approximately 7.8%
of the total issued and outstanding shares and 9.7% of the total
voting power attached to the Company’s securities. Upon closing of
the Offering, OMERS Ventures LP beneficially owned or exercised
control or direction over 4,000,000 Subordinate Voting Shares
representing approximately 7.6% of the total issued and outstanding
shares or approximately 15.7% of the issued and outstanding
Subordinate Voting Shares, and approximately 1.3% of the total
voting power attached to the Company’s securities. OMERS Ventures
LP’s address is 900-100 Adelaide Street West, Toronto, Ontario, M5H
0E2.
John Baker (and 2416535 Ontario Inc.), NewView Capital Fund I,
L.P. and OMERS Ventures LP are not joint actors, each hold the
Company’s securities for investment purposes and may purchase,
hold, vote, trade, dispose or otherwise deal in the securities of
the Company, in such manner as each deems advisable from time to
time, subject to applicable laws and the terms of the Company’s
articles and of the registration rights agreement and the lock up
agreements entered into by each of such shareholders, as well as
the coattail agreement entered into by Mr. Baker (and 2416535
Ontario Inc.), each as described in the final long form prospectus
dated October 27, 2021 in respect of the Offering.
For further information and to obtain a copy of the early
warning reports to be filed under applicable Canadian securities
laws in connection with the foregoing matters, please see the
Company’s profile on SEDAR at www.sedar.com.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. The subordinate
voting shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “U.S.
Securities Act“), or any state securities laws.
Accordingly, the subordinate voting shares may not be offered or
sold within the United States unless registered under the U.S.
Securities Act and applicable state securities laws or pursuant to
exemptions 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 a solicitation of
an offer to buy any securities of D2L in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
ABOUT D2LD2L 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, the factors discussed under "Risk
Factors" in D2L’s final long form prospectus dated October 27, 2021
filed under D2L’s profile on SEDAR at www.sedar.com. Actual results
could differ materially from those projected herein. 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.
INVESTOR RELATIONS CONTACTCraig
ArmitageIR@D2L.com
MEDIA CONTACTTory WaldronPR@D2L.com
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