UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 14, 2011
Cambium Learning Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34575
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27-0587428 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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17855 N. Dallas Parkway, Suite 400,
Dallas, TX
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75287 |
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(Zip Code) |
Registrant’s telephone number, including area code: (214) 932-9500
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On
February 14, 2011, Cambium Learning Group, Inc. (the “Company”) and certain of its subsidiaries,
as guarantors (the “Guarantors”), entered into a purchase agreement (the “Purchase Agreement”) with
Barclays Capital Inc. and BMO Capital Markets Corp., as representatives of the initial purchasers
(the “Initial Purchasers”), with respect to the sale by the Company of $175 million aggregate
principal amount of its 9.75% Senior Notes due 2017 (the “Notes”).
Subject to customary closing conditions, the offering and sale of the Notes is expected to close on
or about February 17, 2011. The Company intends to use the net proceeds from the offering to repay
in full outstanding indebtedness under its existing secured credit facility and senior unsecured
notes, pay related fees and expenses and for general corporate purposes.
Substantially concurrent with the closing of the offering and sale of the Notes, certain
subsidiaries of the Company also intend to enter into the previously announced new $40 million
asset-based revolving credit facility. The Notes will be guaranteed on a senior secured basis by
certain of the Company’s existing and future domestic subsidiaries and secured by the Company’s and
such subsidiary guarantors’ assets, subject to certain exceptions (including first-priority liens
on the accounts receivable, inventory and certain other property securing the obligations of
certain of the Company’s subsidiaries under the new asset-based revolving facility).
The obligations of the Initial Purchasers to purchase the Notes are subject to customary terms and
conditions, including accuracy of representations and warranties of the Company and receipt of
legal opinions and certificates, in each case as set forth in the Purchase Agreement. In addition,
the Purchase Agreement contains indemnification provisions whereby the Company and the Guarantors,
on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against
certain liabilities. The Company and the Guarantors also agreed to enter into a registration
rights agreement for the benefit of holders of the Notes.
Item 8.01. Other Events.
On
February 15, 2011, the Company also issued a press release announcing the pricing of the Notes.
A copy of the press release is furnished as Exhibit 99.1 hereto.
The information relating to the offering of the Notes, including the press release attached hereto
as Exhibit 99.1, disclosed in this Current Report on Form 8-K, shall not constitute an offer to
sell, or the solicitation of an offer to buy, any of the Notes, nor shall there be any sale of the
Notes in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state. The Notes have not been
registered under the Securities Act or any state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption from registration requirements of
the Securities Act and applicable state securities laws. The Notes will be offered inside the
United States only to qualified institutional buyers in reliance on Rule 144A under the Securities
Act and to persons outside the United States in reliance on Regulation S under the Securities Act.