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8-K - FORM 8-K - CAMBIUM LEARNING GROUP, INC. | c12679e8vk.htm |
Exhibit 99.1
Cambium Learning Group, Inc. Announces
Pricing of $175 Million of 9.75% Senior Secured Notes Due 2017
Pricing of $175 Million of 9.75% Senior Secured Notes Due 2017
DALLAS,
TEXAS, February 15, 2011 Cambium Learning Group, Inc. (Nasdaq: ABCD) (the Company)
announced today that is has priced its previously announced offering of senior secured notes,
consisting of $175 million aggregate principal amount of 9.75% senior secured notes due 2017 (the
Notes).
The Notes offering is expected to be completed on or
about February 17, 2011, subject to customary closing conditions. Concurrently with the closing of
the Notes offering, the Company also intends to enter into its previously announced new $40 million
asset-based revolving credit facility.
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.
The securities 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.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy,
any of the securities described herein, nor shall there be any sale of these securities 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 securities to be offered have not been
registered under the Securities Act of 1933, as amended (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 the registration requirements of the Securities Act and applicable state
securities laws.
About Cambium Learning Group, Inc.
Cambium Learning Group, Inc. is based in Dallas, Texas, and operates three business units: Voyager,
a comprehensive intervention business; Sopris, a supplemental solutions business; and Cambium
Learning Technologies, which includes ExploreLearning, IntelliTools, Kurzweil and Learning A-Z.
Through its core divisions, the Company provides research-based education solutions for students in
Pre-K through 12th grade, including intervention curricula, educational technologies and services
primarily focused on serving the needs of the nations most challenged learners and enabling
students to realize their full potential. The Companys shares of common stock are traded on the
Nasdaq Global Market under the symbol: ABCD. The Companys website is
www.cambiumlearninggroup.com.
Forward Looking Statements
This press release contains certain forward-looking statements. These forward-looking statements,
which are included in accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other
factors. The forward-looking statements contained in this press release include statements related
to the offering of the Notes, including the contemplated size of such offering and any possible
completion of such offering. Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Although the Company believes
the expectations reflected in such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that actual results will not differ materially from these
expectations. Factors that may cause the Companys actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by such forward-looking statements include, among others,
those factors listed under the caption Risk Factors included in Item 1A of the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC on March 26,
2010. The Company disclaims any duty to update any forward-looking statements made by the Company,
whether as a result of the receipt of new information, future events or otherwise.
Media and Investor Contact:
Shannan Overbeck
Cambium Learning Group, Inc.
214.932.9476
shannan.overbeck@cambiumlearning.com
Cambium Learning Group, Inc.
214.932.9476
shannan.overbeck@cambiumlearning.com