Davis Polk advised Credit Suisse AG, Credit Suisse Securities (USA) LLC and Bank of Montreal in connection with the $2 billion credit and bond financing provided to Apollo Management, L.P. in connection with its acquisition of McGraw-Hill Education.
Davis Polk advised Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Jefferies LLC, UBS Securities LLC, Nomura Securities International, Inc., BMO Capital Markets Corp. and Apollo Global Securities LLC as initial purchasers on a Rule 144A/Regulation S offering by McGraw-Hill Global Education Holdings, LLC (“MHGE”) and its subsidiary, McGraw-Hill Global Education Finance, Inc., of $800 million aggregate principal amount of their 9.75% first-priority senior secured notes due 2021.
Concurrently, Davis Polk advised Credit Suisse AG, Bank of Montreal, Jefferies Finance LLC, Morgan Stanley Senior Funding, Inc., Nomura Corporate Funding Americas, LLC and UBS Loan Finance LLC, as joint lead arrangers and joint book runners in connection with $1.05 billion senior secured credit facilities, which include a $240 million revolving credit facility and an $810 million term loan credit facility. The notes and the senior secured credit facilities are guaranteed on a senior secured basis by certain subsidiaries of MHGE. The bond and credit financing were used in connection with the acquisition of the higher education, professional and international group segment of The McGraw-Hill Companies, Inc.
Davis Polk also advised Bank of Montreal as agent under a $150 million senior secured asset-based revolving credit facility for McGraw-Hill School Education Holdings, LLC (“MHSE”).
MHGE is a leading global provider of world-class educational materials and learning solutions targeting the high education (two-year and four-year college and university), professional learning and information markets globally with content, tools and services delivered via digital, print and hybrid solutions. Headquartered in New York, MHGE distributes products with proprietary and exclusively owned content in 66 languages across 154 countries to users, including post-secondary students, instructors, professionals and institutions. MHSE is a leading provider of school and assessment products targeting students in the PreK-12 age group.
The Davis Polk credit team for Credit Suisse included partner Jason Kyrwood and associates Peter T. Bazos and Andrés Arnaldos. The capital markets team included partner Michael Kaplan and associates Peter E. Devlin and Denise Yablonovich. The Davis Polk credit team for Bank of Montreal included partners Joseph P. Hadley and Jinsoo H. Kim, associates Shakhi Majumdar and Adam J. Ross and law clerks Amy Ma and Gregory A. Goldman.
The intellectual property team included partner Frank J. Azzopardi, associates David R. Bauer and Bruce Rose-Innes and law clerk Dan Karmel. Partner Samuel Dimon and associates Yuliya Epifantseva and Ankur Dalal provided tax advice. Associate Benjamin J. Bibler provided real estate advice. Counsel Jeanine P. McGuinness provided regulatory advice. Associate Kevin J. Klesh provided environmental law advice. Rosemarie Melendez and Richard A. Harrison were the legal assistants for the transactions. Members of the Davis Polk team are based in the New York and Washington DC offices.
