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Cahill’s Ezring advises financing sources on Cengage’s Chapter 11 exit

Cahill represented Credit Suisse as administrative agent and lead arranger, and Citi, Morgan Stanley, Deutsche Bank and KKR Capital Markets as arrangers in the $1.75 billion Term B loan

Cahill Gordon & Reindel LLP Partner Jennifer B. Ezring

Educational content provider Cengage Learning Acquisitions, Inc. was striving for a textbook emergence from Chapter 11 bankruptcy, and Cahill Gordon & Reindel LLP Partner Jennifer B. Ezring helped lead the team that advised the financing groups on the matter.

Cahill represented Credit Suisse as administrative agent and lead arranger, and Citi, Morgan Stanley, Deutsche Bank and KKR Capital Markets as arrangers in the $1.75 billion Term B loan. Proceeds from the loan were used in connection with Cengage Learning’s April 1 exit from Chapter 11 bankruptcy.

Cahill also represented Citi as administrative agent and collateral agent, and Citi, Morgan Stanley, Deutsche Bank, Credit Suisse and KKR Capital Markets as lead arrangers in the $250,000,000 asset-based revolving credit agreement for Cengage Learning. 

According to Ezring, there were many pieces to this particular deal. “The complexity of any deal is what captures my interest. In this transaction, multiple layers of secured debt with distinct, yet overlapping interests in the same collateral, and the requirement to align our financing execution ‎with the bankruptcy exit in mind, were important factors that were balanced and managed by numerous stakeholders to ultimately determine the final financing structure,” Ezring, a member of Cahill’s corporate practice group, as well as its Diversity and Inclusion and Business Development Committees, told WIPL Network.

According to Cengage Learning, the company has eliminated approximately $4 billion in funded debt, and the exit financing has provided “excellent liquidity” to support its strategic plans.

Other members of the Cahill team included Partners Adam M. Dworkin, William M. Hartnett, Joel H. Levitin, Jonathan A. Schaffzin, Josiah M. Slotnick and Richard A. Stieglitz Jr. and Associates Samir Ahuja, Christine Bae, David L. Barash, Matthew Donoghue, Rachel Gray, Jesse T. Kirsch, Meghan McDermott and Maya Peleg.

Ezring focuses on advising commercial and investment banks in leveraged finance transactions, including acquisition financings, leveraged buyouts, going-private transactions, recapitalizations, project financings, bridge lending and loan commitments, out-of-court debt restructurings, exit facilities and other secured lending transactions.

Contributing Author

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Amy I. Stickel

Amy I. Stickel has extensive experience covering the legal, financial and pharmaceutical industries as a writer and editor. A past managing editor of Corporate Legal Times and...

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