Milbank Represents Banks on Major Acquisition Financing for Nord Anglia Education, Inc.

 International law firm Milbank represented banks led by Credit Suisse, Goldman Sachs, Deutsche Bank and HSBC on a US$579 million acquisition financing package for Nord Anglia Education, Inc. Nord Anglia, an NYSE-listed global operator of premium schools and a Baring Private Equity Asia portfolio company, acquired six schools from Meritas LLC and certain affiliates for total consideration of US$575 million.

The financing package includes multiple tranches: a US$126.2 million SEC-registered offering of NYSE-listed shares off a newly established shelf registration statement led by Credit Suisse; a CHF200 million Rule 144A / Regulation S offering of senior secured high yield notes led by Credit Suisse; US$240 million of incremental debt under a US$905 million amended and upsized senior secured Term Loan B led by Goldman Sachs; and an amended and upsized revolving credit facility led by HSBC. Prior to the announcement of Nord’s acquisition of the Meritas schools, Milbank also represented the lenders on a multi-tranche financing commitment. The acquisition and financings closed in June 2015.

Partner Joshua M. Zimmerman led Milbank’s team from Hong Kong, where Nord Anglia is headquartered, with assistance from associates Jessica Zhou and Jenny Xie. Partners Lauren Hanrahan and Rod Miller and international attorney Lyn Brennan led a Milbank team based in New York, and partner Stuart Morrissey and associate Trevor Truman led a Milbank team based in London.

“This was an incredibly complex transaction, requiring tight coordination across multiple tranches and three continents,” Zimmerman said. “It is a testament to the sophistication and depth of Milbank’s global capital markets and leveraged finance practices that we were able to execute this deal seamlessly on an extremely tight, acquisition-led timetable.”

Milbank has worked on a long string of transactions for Nord Anglia, including last year’s IPO and NYSE listing, which was executed concurrently with a Term Loan B refinancing of all Nord Anglia’s outstanding debt; a bridge-to-bond acquisition financing for Nord’s purchase of WCL Group; Nord’s debut offering of senior secured high yield notes; a super senior revolving credit facility; and an offering of PIK Toggle Notes.

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