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.
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.
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.
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