Ellucian, a leading global provider of a wide range of software and services to the higher education industry, today announced that Ensemble S Merger Sub, Inc. (the “Issuer”), an entity controlled by affiliates of TPG Capital, L.P. and Leonard Green & Partners, L.P. (collectively, the “Sponsors”), intends to offer, subject to market and other conditions, $590 million in aggregate principal amount of senior notes due 2023 (the “Notes”).
The net proceeds from the offering of the Notes will be used to finance, in part, the acquisition of Ellucian by affiliates of the Sponsors (the “Acquisition”), and to pay certain related fees and expenses. Sophia, L.P. and Sophia Finance, Inc., indirect parent companies of Ellucian, will assume all of the obligations of the Issuer under the Notes upon the consummation of the Acquisition. Consummation of the Acquisition is subject to customary closing conditions. The offering and the actual terms of the Notes, including the interest rate, will depend on market and other conditions.
The notes being offered in the senior notes offering will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act.
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