SYDNEY, NS, March 26 /CNW/ - Nexient Learning Inc. (NEX: NXN.H) Canada's
largest corporate training company, announced today that it has entered into a
memorandum of understanding with certain of its lenders with respect to a
proposed recapitalization (the "Recapitalization") of the Company.
"Nexient is pleased to announce today an agreement to a proposed
recapitalization of the Company with existing lenders which provides a
decrease in absolute debt level and annual debt service costs, improved
liquidity and prepares the Company for growth," says Colleen Moorehead,
President and CEO of Nexient Learning.
The proposed Recapitalization involves the restructuring of the existing
secured debentures issued by the Company and its subsidiaries, presently
consisting of, in order of seniority, (i) $5 million aggregate principal
amount of two Series (A and B) of senior secured debentures bearing interest
at 12%, (ii) $20 million aggregate principal amount of two Series (C and D) of
senior secured debentures bearing interest at 12%, (iii) $2.5 million
principal amount of secured debentures (Series E) bearing interest at 9%, and
(iv) approximately $900,000 principal amount of secured convertible debentures
(Series F) bearing interest at 12% and approximately $700,000 in accrued
interest. The proposed Recapitalization is subject to certain conditions,
including shareholder and stock exchange approval, and other customary
conditions including receipt of requisite consents.
The principal elements of the proposed Recapitalization are as follows:
(1) The conversion of the approximately $900,000 principal amount of
Series F debentures plus accrued interest thereon into an equivalent
value of common shares of the Company (approximately 36 million shares).
(2) The conversion of approximately $8.2 million principal amount of
debentures (consisting of $5 million principal amount of the Series C and
Series D debentures, $2.5 million principal amount of the Series E
debentures, and $700 thousand in accrued interest) into new Preferred
Shares of the Company with an aggregate subscription/retraction price
which is equivalent to the principal amount of debentures to be converted
- approximately $8.2 million. The Preferred Shares will be convertible
into common shares of the Company at the conversion price of $0.03 per
common share (valuing the Preferred Shares at their subscription price).
(3) The conversion of the $5.0 million Series A and B debentures of the
Company into $5.0 million of new 2nd Senior Debentures maturing on
January 1, 2010 and bearing interest at a rate of 9.5% per annum, payable
through additions to principal (or, at the option of the holder, in
common shares of the Company) until December 31, 2008 and thereafter
payable in cash. The 2nd Senior Debentures shall be senior to all debt of
the Company, other than the existing Comerica operating line.
(4) The conversion of $5.0 million of outstanding Series C and D
debentures of the Company into $5.0 million of new 3rd Senior Debentures
maturing on January 1, 2010 and bearing interest at a rate of 12% per
annum, payable as follows: (i) 10% interest payable through additions to
principal (or, at the option of the holder, in common shares of the
Company) until December 31, 2008 and thereafter payable in cash and
(ii) 2% interest payable in common shares of the Company. The 3rd Senior
Debentures shall be senior to all debt of the Company, other than the 2nd
Senior Debentures and the Comerica operating line.
(5) The conversion of $10 million of outstanding Series C and D
debentures of the Company into new mezzanine debt maturing on January 2,
2010, bearing interest at a rate of 15% per annum, payable as follows:
(i) until December 31, 2008, 12% interest payable through additions to
principal (or, at the option of the holder, in common shares of the
Company) and 3% interest payable in common shares and (ii) after December
31, 2008, 4% interest payable through additions to principal (or, at the
option of the holder, in common shares of the Company), 3% interest
payable in common shares and 8% interest payable in cash. The mezzanine
debt shall be subordinated in priority to the Comerica operating line,
the 2nd Senior Debentures and 3rd Senior Debentures.
(6) The cancellation of all outstanding Series A, B, C, D and
F warrants of Nexient held by the debentureholders for no
consideration. All other warrants of Nexient shall remain outstanding,
(7) New warrants shall be issued with respect to Second Senior Debentures
in the amount of approximately 4.5 million warrants with an exercise
price to $0.03 per common share.
In addition to the recapitalization of the secured debentures, the
Company has been approved for an increase in its operating line of credit of
$1 million to support day to day working capital needs.
At the same meeting at which the Company's shareholders consider the
Recapitalization, shareholders will be asked to consider a consolidation of
Nexient's outstanding 34.8 million common shares (76.8 million on a fully
diluted basis). The proposed consolidation ratio, currently expected to be
four old shares for one new share, shall be set in advance of Nexient mailing
the management proxy circular for the shareholder meeting. All of the prices
per common share, and numbers of outstanding common shares referenced in this
release will be adjusted proportionately on the consolidation. Options and
warrants to acquire Nexient common shares would similarly be adjusted.
Following completion of the Recapitalization, 89.1 % of the common shares
on a fully-diluted basis will be held by the current holders of the Company's
Colleen Moorehead, the Chief Executive Officer of Nexient, said "The
proposed recapitalization provides Nexient with the balance sheet and
liquidity to complete the operational turnaround that is already well underway
and to grow revenue. The lenders' agreement to complete the Recapitalization
reflects their belief in the future of the business, and the Company
appreciates their support."
Board Approval and Shareholder Meeting
The independent directors of the Company, after consultation with their
legal and financial advisors, have approved the Recapitalization, subject to
stock exchange approval, and have determined to recommend the Recapitalization
for approval by Nexient's shareholders.
Shareholders will be asked to approve the Recapitalization and related
transactions at an upcoming annual and special meeting of shareholders
expected to be held in the second quarter of 2008. A management information
circular and other meeting materials detailing the terms of the
Recapitalization will be mailed to shareholders in advance of the meeting, in
accordance with stock exchange and securities law requirements.
Listing on NEX
Commencing at the opening of trading on Tuesday, March 25, 2008,
Nexient's common shares are traded on the NEX (NXN.H.)
About Nexient Learning Inc.
Nexient Learning Inc. is the largest corporate training and consulting
company in Canada. Nexient delivers the broadest choice of top calibre,
industry-recognized curricula in information technology, business process
improvement and leadership and business skills. Nexient's learning services
include learning management systems, curriculum development and strategic
consulting. With 18 locations across Canada, Nexient offers innovative
learning solutions in both classroom and online formats. Nexient is traded on
the NEX as "NXN.H. More information is available on the company's website at
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
including economic conditions which may cause the actual results, performance
or achievements of the Corporation to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. The Refinancing remains subject to customary
conditions including receipt of shareholder approval, and there can be no
assurance that the Refinancing will be completed as scheduled or at all. The
Company specifically disclaims any obligation to update these forward-looking
statements, except as required by applicable securities laws. There can be no
assurance that the Refinancing will be completed or that other forward-looking
statements will prove to be accurate and readers should not place undue
reliance on forward-looking statements.
For further information:
For further information: Donna de Winter, Chief Financial Officer,
Nexient Learning Inc., (416) 964-8688 ext. 2636,