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 purposes.
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.
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