UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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BLACKBOARD INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Important Information
On July 1, 2011, Blackboard Inc. (“Blackboard”) distributed the following: (i) e-mails regarding
the proposed acquisition to certain customers and partners of Blackboard in the form set forth
below; (ii) frequently asked questions regarding the proposed acquisition for use in discussing the
proposed acquisition with customers and partners of Blackboard; and (iii) a blog communication
regarding the proposed acquisition. Each of the foregoing are filed herewith pursuant to Rule
14a-12.
Additional Information and Where to Find It
Blackboard intends to file with the Securities and Exchange Commission (the “SEC”) a proxy
statement in connection with the proposed acquisition. The definitive proxy statement will be sent
or given to the stockholders of Blackboard and will contain important information about the
proposed acquisition and related matters. BEFORE MAKING ANY VOTING DECISION, BLACKBOARD’S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The proxy statement and other
relevant materials (when they become available), and any other documents filed by Blackboard with
the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security
holders will be able to obtain free copies of the proxy statement from Blackboard by contacting
Blackboard’s Investor Relations Department (i) by mail to Blackboard Inc., 650 Massachusetts
Avenue, NW, 6th Floor, Washington, DC 20001, Attn: Investor Relations Department, (ii) by telephone
at 202-463-4860 or (iii) by e-mail to Investor@Blackboard.com.
Participants in the Solicitation
Blackboard and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Blackboard’s stockholders in connection with the proposed acquisition.
Information about Blackboard’s directors and executive officers is set forth in Blackboard’s proxy
statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 21,
2011, and its Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with
the SEC on February 18, 2011. These documents are available free of charge at the SEC’s web site
at www.sec.gov, and from Blackboard by contacting Blackboard’s Investor Relations Department (i) by
mail to Blackboard Inc., 650 Massachusetts Avenue, NW, 6th Floor, Washington, DC 20001, Attn:
Investor Relations Department, (ii) by telephone at 202-463-4860 or (iii) by e-mail to
Investor@Blackboard.com. Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed acquisition will be included in the proxy
statement that Blackboard intends to file with the SEC.
Forward Looking Statements
The documents provided below contain forward-looking statements, including those regarding the
proposed acquisition. These statements are subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such
statements, including but not limited to: the ability of the parties to consummate the proposed
acquisition in a timely manner or at all; the satisfaction of conditions precedent to consummation
of the proposed acquisition, including the ability to secure regulatory approvals and approval by
Blackboard’s stockholders; successful completion of anticipated financing arrangements; the
possibility of litigation (including litigation related to the proposed acquisition itself); and
other risks described in Blackboard’s filings with the Securities and Exchange Commission,
including its most recent Form 10-Q and Form 10-K. All forward-looking statements are based on
management’s estimates, projections and assumptions as of the date hereof, and Blackboard does not
undertake any obligation to update any forward-looking statements.
Form of E-mail to Certain Customers and Partners of Blackboard
Dear Blackboard Customers and Partners,
We are writing to share some important news. This morning we issued the attached press
release indicating that Blackboard has entered into a definitive agreement to be acquired by
an investor group led by affiliates of Providence Equity Partners.
This news marks another step in our ongoing work to support you with innovations that can
improve all aspects of the education al experience. As we continue that work, we’ll be doing
so with a partner that has a strong legacy of commitment to education, and a common vision
for how technology can strengthen the education experience in a range of areas. Providence
Equity Partners has a proven track record of successfully supporting and growing technology
companies, and by working with them we will also benefit from the ability to improve the way
we support you outside of the quarterly focus of the public markets. You can learn more
about Providence at www.provequity.com.
I and our management team will remain in place and we do not anticipate any changes to our
day-to-day operations and practices. There will be no change to our work to deliver on the
commitments we’ve made to you, and we remain committed to providing the highest quality
products and services, and to continuously improving your overall satisfaction. In short,
our focus remains squarely on delivering a
superior experience and value
for our
clients.
The transaction is still subject to shareholder approval and other customary closing
conditions and is not expected to be complete for several months. We’ll share more updates
as we are able, but in the meantime we have created a Frequently Asked Questions document to
answer some key questions you may have. You can email additional questions to
CEO@blackboard.com. Please be assured that you can expect no change in our high level of
focus and commitment to serving you.
We value your continued partnership and look forward to our work together in the days to
come.
Sincerely,
Michael L. Chasen
President and CEO
Blackboard Inc.
Forward-Looking Statements
This Customer/Partner Email contains forward-looking statements, including those regarding the
proposed transaction. These statements are subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such
statements, including but not limited to: the ability of the parties to consummate the proposed
transaction in a timely manner or at all; the satisfaction of conditions precedent to consummation
of the transaction, including the ability to secure regulatory approvals and approval by
Blackboard’s stockholders; successful completion of anticipated financing arrangements; the
possibility of litigation (including litigation related to the transaction itself); and other risks
described in Blackboard’s filings with the Securities and
Exchange Commission, including its most
recent Form 10-Q. All forward-looking statements are based on management’s estimates, projections
and assumptions as of the date hereof, and Blackboard does not undertake any obligation to update
any forward-looking statements.
Additional Information and Where to Find It
Blackboard intends to file with the Securities and Exchange Commission (the “SEC”) a proxy
statement in connection with the proposed transaction. The definitive proxy statement will be sent
or given to the stockholders of Blackboard and will contain important information about the
proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, BLACKBOARD’S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other
relevant materials (when they become available), and any other documents filed by Blackboard with
the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security
holders will be able to obtain free copies of the proxy statement from Blackboard by contacting
Blackboard’s Investor Relations Department (i) by mail to Blackboard Inc., 650 Massachusetts
Avenue, NW, 6th Floor, Washington, DC 20001, Attn: Investor Relations Department, (ii) by telephone
at 202-463-4860 or (iii) by e-mail to Investor@Blackboard.com.
Participants in the Solicitation
Blackboard and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Blackboard’s stockholders in connection with the proposed transaction.
Information about Blackboard’s directors and executive officers is set forth in Blackboard’s proxy
statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 21,
2011, and its Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with
the SEC on February 18, 2011. These documents are available free of charge at the SEC’s web site
at www.sec.gov, and from Blackboard by contacting Blackboard’s Investor Relations Department (i) by
mail to Blackboard Inc., 650 Massachusetts Avenue, NW, 6th Floor, Washington, DC 20001, Attn:
Investor Relations Department, (ii) by telephone at 202-463-4860 or (iii) by e-mail to
Investor@Blackboard.com. Additional information regarding the interests of participants in the
solicitation of proxies in connection with the transaction will be included in the proxy statement
that Blackboard intends to file with the SEC.
Customer and Partner FAQ
What is the rationale for this potential transaction?
Blackboard’s Board of Directors believes that this proposed transaction is in the best interest of
the company and its stockholders. Blackboard and Providence Equity Partners share a common vision
for how technology can improve all aspects of the education experience. And with this step,
Blackboard can work to further strengthen its support for clients outside the short term focus of
the public markets.
How would a potential sale affect our relationship?
There will be no change to our focus on delivering a
superior experience and value
for our
clients, and we do not expect this proposed transaction to have any impact on our day-to-day
operations and practices.
Will I still work with the same Blackboard contacts?
Yes. This proposed transaction will have no change to our relationship or how we work together.
Your same team is in place and focused on supporting your needs now and in the future, and we
remain committed to providing the highest quality products and services and to maintaining your
overall satisfaction.
Will this have any impact on our contract?
No. This proposed transaction will not have any impact on contracts you have for products and
services with Blackboard.
Will the senior leadership team remain in their current positions?
Yes, Michael will remain as CEO and continue to lead the company, along with the other members of
the leadership team. There are no anticipated changes with personnel or company operations.
Does this potential transaction have any impact on Blackboard’s long-term roadmap for products and
services?
There will be no change to our company’s strategic plan or to the focus of our management team and
global staff as we continue to deliver on the commitments we’ve made to our clients. Working with
Providence Equity Partners, we remain sharply focused on delivering the highest quality products
and services and to maintaining your overall satisfaction.
When will the transaction be completed?
We expect the transaction to be completed in the fourth quarter of 2011. We’ll provide an update
at that time.
Forward-Looking Statements
This Customer/Partner FAQ contains forward-looking statements, including those regarding the
proposed transaction. These statements are subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such
statements, including but not limited to: the ability of the parties to consummate the proposed
transaction in a timely manner or at all; the satisfaction of conditions precedent to consummation
of the transaction, including the ability to secure regulatory approvals and approval by
Blackboard’s stockholders; successful completion of anticipated financing arrangements; the
possibility of litigation (including litigation related to the transaction itself); and other risks
described in Blackboard’s filings with the Securities and Exchange Commission, including its most
recent Form 10-Q. All forward-looking statements are based on management’s estimates, projections
and assumptions as of the date hereof, and Blackboard does not undertake any obligation to update
any forward-looking statements.
Additional Information and Where to Find It
Blackboard intends to file with the Securities and Exchange Commission (the “SEC”) a proxy
statement in connection with the proposed transaction. The definitive proxy statement will be sent
or given to the stockholders of Blackboard and will contain important information about the
proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, BLACKBOARD’S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other
relevant materials (when they become available), and any other documents filed by Blackboard with
the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security
holders will be able to obtain free copies of the proxy statement from Blackboard by contacting
Blackboard’s Investor Relations Department (i) by mail to Blackboard Inc., 650 Massachusetts
Avenue, NW, 6th Floor, Washington, DC 20001, Attn: Investor Relations Department, (ii) by telephone
at 202-463-4860 or (iii) by e-mail to Investor@Blackboard.com.
Participants in the Solicitation
Blackboard and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Blackboard’s stockholders in connection with the proposed transaction.
Information about Blackboard’s directors and executive officers is set forth in Blackboard’s proxy
statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 21,
2011, and its Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with
the SEC on February 18, 2011. These documents are available free of charge at the SEC’s web site
at www.sec.gov, and from Blackboard by contacting Blackboard’s Investor Relations Department (i) by
mail to Blackboard Inc., 650 Massachusetts Avenue, NW, 6th Floor, Washington, DC 20001, Attn:
Investor Relations Department, (ii) by telephone at 202-463-4860 or (iii) by e-mail to
Investor@Blackboard.com. Additional information regarding the interests of participants in the
solicitation of proxies in connection with the transaction will be included in the proxy statement
that Blackboard intends to file with the SEC.
Blackboard’s Blog Communication
Blackboard’s Next Chapter
This post marks the end of a self-imposed quiet period while Blackboard’s Board of Directors
considered “strategic alternatives” for the company. As a member of the company’s senior
management team I was understandably asked not to speak freely on the topic, so I held my tongue
until I could share something more substantive.
First, I’ll confirm the news: Subject to shareholder approval and regulatory reviews, we have
agreed to be acquired by an investor group led by Providence Equity Partners, a private equity firm
with a portfolio of education companies and a great expertise in our industry. We expect the deal
to be finalized later this year. Details can be found in our press release. Until the deal closes
we continue to operate as a public company. Following the deal we continue to operate as
Blackboard Inc., but as a privately held company.
Second, some perspective on the financial underpinnings and their implications. Since 2004,
Blackboard stock has been publicly traded, with shares owned by some thousands of holders, with the
highest concentration of shares held by a few dozen institutional investors. The focus of most
institutional investors is predictable revenue, and rock-steady growth. And so we made best
efforts to respond to them accordingly, with precision focus on our quarter-to-quarter earnings and
on the impact of our business decisions against analysts’ investment models for our stock. Our
care was rewarded, and this public form of ownership benefitted Blackboard well over these last
seven years and allowed us to better scale our offering to clients.
Private equity now provides us an alternative ownership model that’s more agile. For starters,
firms like Providence include very experienced investors willing to hold highly concentrated
portfolios. They’re often willing to take longer-term perspectives and assist management in
capitalizing on the most strategic opportunities for growth and impact in their industries.
Providence brings a deep bench in understanding of the global education marketplace, and arrives to
the fight very well informed about today’s market dynamics.
It’s natural that news of this magnitude would raise questions for our clients. Will there be
sudden changes to policy, pricing, or strategy? It is our plan that the key strategies that brought
us here will continue to guide our path. Critical to our success in recent years has been our focus
on Blackboard’s performance on the fundamentals, sustaining the steady improvements we’re making in
support responsiveness, openness, transparency, and quality. I envision no change in our underlying
commitment to these fundamentals. And I’ll reassure you that we expect our pricing practices to
remain within historical norms for the foreseeable future.
Providence shares our vision of improving the education experience for our clients, and of the
mission critical role our platforms and services play in teaching and learning today. While we’ve
yet to fully explore alignment of our ideas, we begin with similar macro views about Blackboard’s
prospects and the broad scope of our future opportunity to help create education impact. I think
it’s fair to say there’s strong shared belief in the importance of mobile education and a growing
institutional demand for analytics. It’s also fair to say both parties believe K12 and global
markets deserve investment, and provide strong potential growth for Blackboard. Finally, we’ve
discovered alignment in views about the importance of the shift from print to digital education
content, and that Blackboard can catalyze this trend to the benefit of our clients.
So I think this is a positive development for our clients, and a positive one for Blackboard. In
the end our job is to balance interests of both our clients and investors, and these balances are
best achieved with a view to the long run. I’m
confident that the new arrangement will improve our alignment, and provide us both improved agility
and additional wisdom in confronting what comes along the way.
Cheers,
Ray
Forward-Looking Statements
This blog post contains forward-looking statements, including those regarding the proposed
transaction. These statements are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such statements,
including but not limited to: the ability of the parties to consummate the proposed transaction in
a timely manner or at all; the satisfaction of conditions precedent to consummation of the
transaction, including the ability to secure regulatory approvals and approval by Blackboard’s
stockholders; successful completion of anticipated financing arrangements; the possibility of
litigation (including litigation related to the transaction itself); and other risks described in
Blackboard’s filings with the Securities and Exchange Commission, including its most recent Form
10-Q. All forward-looking statements are based on management’s estimates, projections and
assumptions as of the date hereof, and Blackboard does not undertake any obligation to update any
forward-looking statements.
Additional Information and Where to Find It
Blackboard intends to file with the Securities and Exchange Commission (the “SEC”) a proxy
statement in connection with the proposed transaction. The definitive proxy statement will be sent
or given to the stockholders of Blackboard and will contain important information about the
proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, BLACKBOARD’S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other
relevant materials (when they become available), and any other documents filed by Blackboard with
the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security
holders will be able to obtain free copies of the proxy statement from Blackboard by contacting
Blackboard’s Investor Relations Department (i) by mail to Blackboard Inc., 650 Massachusetts
Avenue, NW, 6th Floor, Washington, DC 20001, Attn: Investor Relations Department, (ii) by telephone
at 202-463-4860 or (iii) by e-mail to Investor@Blackboard.com.
Participants in the Solicitation
Blackboard and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Blackboard’s stockholders in connection with the proposed transaction.
Information about Blackboard’s directors and executive officers is set forth in Blackboard’s proxy
statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 21,
2011, and its Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with
the SEC on February 18, 2011. These documents are available free of charge at the SEC’s web site
at www.sec.gov, and from Blackboard by contacting Blackboard’s Investor Relations Department (i) by
mail to Blackboard Inc., 650 Massachusetts Avenue, NW, 6th Floor, Washington, DC 20001, Attn:
Investor Relations Department, (ii) by telephone at 202-463-4860 or (iii) by e-mail to
Investor@Blackboard.com. Additional information regarding the interests of participants in the
solicitation of proxies in connection with the transaction will be included in the proxy statement
that Blackboard intends to file with the SEC.
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