Nelson Education Ltd. (Nelson), Canada’s leading education publishing company, completed a sale of substantially all of its assets to 682534 N.B. Inc., now operating as Nelson Education Ltd., in exchange for the compromise and release of approximately US$270 million of first lien secured debt obligations. The transaction was completed pursuant to a credit bid sale transaction by the first lien lenders and was approved pursuant to the Companies’ Creditors Arrangement Act (CCAA) following a sale and investment solicitation process undertaken prior to the commencement of the CCAA proceeding. The transaction resulted in the continuation of the Nelson business without disruption, employment to all of Nelson’s employees, and the assumption of substantially all trade payables, contractual obligations, and employment obligations.
Nelson was represented by Goodmans LLP with a team consisting of Rob Chadwick, Caroline Descours and Sydney Young (restructuring/corporate), Benjamin Zarnett and Jessica Kimmel (litigation), Shevaun McGrath, Jaclyn Seidman, Matthew Segal and Rachel Ouellette (corporate), Mitch Sherman and Glenn Ernst (tax), David Zitzerman (corporate/entertainment), and Jeffrey Citron and Ada Tien (banking). Alvarez & Marsal Canada Securities ULC acted as Nelson’s financial advisor.
Wilmington Trust, National Association, as first lien administrative agent, and the steering committee of first lien lenders were represented in Canada by Bennett Jones LLP with a team that included Kevin Zych and Sean Zweig (restructuring), Robert Staley (litigation), Kristopher Hanc (corporate), and Thomas Bauer and Andrew Sullivan (tax); and by Willkie Farr & Gallagher LLP in the United States with a team that included Paul Shalhoub (restructuring), Penelope Jensen (banking), and Mark Cognetti, Ted Powers III and Dunia Rkein (corporate). AlixPartners, LLP acted as financial advisor to Wilmington Trust, National Association and the first lien steering committee.
Royal Bank of Canada, as first lien lender, second lien administrative agent, and second lien lender, was represented in Canada by Thornton Grout Finnigan LLP with a team that included D.J. Miller and Kyla Mahar (restructuring) and John Finnigan (litigation); and in the United States by Andrew Tenzer (restructuring) of Paul Hastings LLP. CDG Group, LLC acted as financial advisor to Royal Bank of Canada.