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Cengage Learning Closes $620 Million Notes Offering and $1.96 Billion Credit

Paul, Weiss client Cengage Learning, a leading global provider of content and digital learning solutions, completed its private offering of $620 million aggregate principal amount of 9.500% senior notes due 2024. Concurrently with the closing of the notes offering, Cengage, which is majority-owned by funds affiliated with Searchlight Capital Partners, KKR, Apax Partners and Centerbridge Partners, entered into $1,960 million of amended and restated senior secured credit facilities, consisting of a seven-year $1,710 million senior secured term loan facility and a five-year $250 million senior secured asset-based revolving credit facility. The proceeds from the notes offering and borrowings under the term loan facility were used to repay Cengage's existing credit facilities and to fund a $286 million cash dividend to Cengage's parent company, which will use the proceeds of the dividend to fund a stock repurchase program and, potentially, a future cash dividend to Cengage's stockholders.

The Paul, Weiss team advising Cengage included corporate partners Taurie Zeitzer, Gregory Ezring, Brian Kim and Tracey Zaccone and counsel Gareth Clark and Caith Kushner; intellectual property partner Claudine Meredith-Goujon; employee benefits partner Lawrence Witdorchic; real estate partner Mitchell Berg; tax partner Scott Sontag; and litigation partner Aidan Synnott.

June 7, 2016

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