Simpson Thacher represented Ellucian Holdings Inc. (“Ellucian”) in connection with a Rule 144A/Regulation S offering of $700 million aggregate principal amount of 6.500% Senior Secured Notes due 2029 (the “Notes”).
Concurrently, the Firm also represented Ellucian in connection with its entry into (i) a new first lien credit agreement, providing for the incurrence of new first lien term loans (the “New First Lien Term Loans”) in an aggregate principal amount of $1,600 million and a $200.5 million revolving credit facility and (ii) a new second lien credit agreement, providing for the incurrence of new second lien term loans (the “New Second Lien Term Loans”) in an aggregate principal amount of $585 million.
Ellucian used the net proceeds of the Notes offering, the New First Lien Term Loans and the New Second Lien Term Loans to refinance all of its outstanding first lien and second lien term loans, to fund a dividend to shareholders of Ellucian’s indirect parent company, and to pay fees, costs and expenses related to the foregoing.
Ellucian is a leading global provider of mission critical software and services to the higher education industry, with over 50 years of industry defining innovation and experience.
The Simpson Thacher team for the transaction included Jonathan Ozner, Anna Jarman and Minaal E. Wickremesinghe (Capital Markets); Brian Gluck, Alex Kleinhaus-Resisi, Sungjoo Ahn, In Young Kim and James Michael Wheeler (Banking and Credit); William Allen and David Goodman (M&A); Jon Pall (Collateral); Lori Lesser and Courtney Welshimer (Intellectual Property); Jonathan Goldstein, Sophie Staples and Shareef Salfity (Tax); and Gregory Grogan, Erica Rozow and Joshua Stephens (Executive Compensation and Employee Benefits).