SMART Announces Proposed Offering of $250.0 Million Senior Secured Notes
CALGARY, Alberta, March 14, 2013 (GLOBE NEWSWIRE) -- SMART Technologies Inc.
(the "Company") (Nasdaq:SMT) (TSX:SMA), a leading provider of collaboration
solutions, announced today that it intends to offer, subject to market and
other customary conditions, up to $250.0 million in aggregate principal amount
of new senior secured notes due 2020 (the "notes") in a private offering. The
notes will be co-issued by SMART Technologies ULC and SMART Technologies
Finance Inc., each a wholly owned subsidiary of the Company. Initially, the
notes will be unconditionally guaranteed (i) on a senior secured basis by the
Company and each of the Company's wholly-owned direct and indirect
subsidiaries organized under the laws of the United States that will guarantee
the Company's new revolving credit facility and (ii) on a senior unsecured
basis by each of the Company's wholly-owned direct and indirect subsidiaries
organized under the laws of New Zealand that will guarantee the Company's new
revolving credit facility. The notes and the secured guarantees will be
secured by a first-priority lien, pari passu (subject to the terms of an
intercreditor agreement) with the liens granted to secure the new revolving
credit facility, on substantially all of the co-issuers' and the secured
guarantors' existing and future assets, subject to certain exceptions and
customary permitted liens.
We intend to use the net proceeds from the proposed offering, together with
cash on hand, to repay all of our outstanding indebtedness under our existing
term loan, to pay related fees and expenses and for general corporate
The notes and related guarantees will be offered in the United States only to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), and outside the United States,
only to non-U.S. investors pursuant to Regulation S under the Securities Act.
The notes and the related guarantees have not been registered under the
Securities Act or the securities laws of any other jurisdiction and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy the notes or any other securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which, or to any person
to whom, such an offer, solicitation or sale is unlawful. Any offers of the
notes will be made only by means of a private offering memorandum.
About SMART Technologies
SMART Technologies Inc. is a leading provider of technology solutions that
enable inspired collaboration in schools and workplaces around the world by
turning group work into a highly interactive, engaging and productive
experience. SMART delivers integrated solutions of hardware, software and
services designed for superior performance and ease of use, and remains a
world leader in interactive displays.
The SMART Technologies logo is available at
Certain statements made in this press release are forward-looking statements
within the meaning of the U.S. federal and applicable Canadian securities
laws. Statements that include the words "expanding", "expect", "increasing",
"intend", "plan", "believe", "project", "estimate", "anticipate", "may",
"will", "continue", "further", "seek", "ongoing", and similar words or
statements of a future or forward-looking nature identify forward-looking
statements. In particular and without limitation, this press release contains
forward-looking statements pertaining to issuance of the notes and entry into
a new revolving credit facility. These statements are based on management's
estimates and assumptions with respect to future events, which include current
capital and debt market conditions, our ability to obtain new debt financing
on acceptable terms, and whether we will offer the notes or consummate the
offering, the anticipated terms of the notes, and the anticipated use of
proceeds from the proposed offering, which estimates are believed to be
reasonable, though are inherently uncertain and difficult to predict. All
forward-looking statements address matters that involve risks, uncertainties
and assumptions. Accordingly, there are or will be important factors and
assumptions that could cause our actual results and other circumstances and
events to differ materially from those indicated in these statements. We
believe that these factors and assumptions include, but are not limited to,
those described under "Risk Factors" in our Annual Information Form and in our
management's discussion and analysis for the year ended March 31, 2012, which
are included in our Annual Report on Form 40-F.
The forward-looking statements speak only as of the date they are made. Except
as may be required by applicable law, we do not undertake to update
forward-looking statements to reflect circumstances or events that occur after
the date the forward-looking statements are made.
© 2013 SMART Technologies. smarttech and the SMART logo are trademarks or
registered trademarks of SMART Technologies in the U.S. and/or other
CONTACT: For more information, please contact
SMART Technologies Inc.
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