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The Deal: Cengage Files Ch. 11 Seeking Debt Relief

NEW YORK ( TheDeal) - Cengage Learning Inc., the privately-held educational publisher, filed for Chapter 11 this week after reaching a restructuring-support agreement with first-lien lenders that may eliminate more than $4 billion in debt.

The Stamford, Conn.-based company on Tuesday submitted a petition in U.S. Bankruptcy Court for the Eastern District of New York in Brooklyn.

Judge Elizabeth S. Stong has yet to set a hearing date on Cengage's first-day motions to pay certain pre-petition claims by shippers and warehouse employees acontinue insurance programs, continue to honor customer obligations, to extend its deadline to file schedules of assets and liabilities and for joint administration of its case with those of affiliates Cengage Learning Acquisitions Inc., Cengage Learning Holdings II LP and Cengage Learning Holdco Inc.

Cengage in a Tuesday statement said it aims to "restructure its balance sheet and significantly reduce its approximately $5.8 billion of outstanding debt to better position the company for long-term growth and profitability."

Chief executive Michael Hansen said the reorganization would "enhance our customer relationships and introduce innovative digital and print products and solutions" while implementing a "more appropriately sized capital structure."

The debtor has not yet filed a disclosure statement or Chapter 11 plan and said it would not need debtor-in-possession financing. On a restructuring website, Cengage said it would "work to finalize, obtain court approval for and implement a plan of reorganization as quickly as possible."

An ad hoc committee of first-lien lenders holding about $2 billion in debt has agreed to support a restructuring transaction.

Debtor counsel Jonathan S. Henes of Kirkland & Ellis LLP declined to comment on the case. Cengage, majority owned by PE firms Apax Partners LP and OMERS Private Equity Inc., had hired advisers in March to review its financial structure.

According to a March 20 statement, Cengage borrowed the amount remaining under its revolving credit facility, $430 million, to provide the company with "sufficient liquidity to fund [its] working capital needs."

Cengage had $490 million in cash on its balance sheet and owed $518 million on two revolvers as of March 21, the March 20 statement said. According to data provider Thomson Reuters Corp., the company's two revolvers are due July 5, 2013, and April 10, 2017. The revolvers are priced at Libor plus 275 basis points and Libor plus 400 basis points, respectively.
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