We advised an ad hoc group of creditors on the restructuring

Davis Polk advised an ad hoc group of creditors in connection with the successful restructuring of Anthology Inc. (rebranded as Blackboard) and certain of its affiliates. Members of the ad hoc group backstopped a $100 million debtor-in-possession (DIP) financing and an approximately $72 million new money preferred equity financing.

Anthology Inc. and certain of its subsidiaries and affiliates filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the Southern District of Texas on September 29, 2025. Shortly before the filing, the ad hoc group, which at that time held approximately 87% and 68% of Anthology’s prepetition superpriority first-out term loans and second-out term loans, respectively, executed a restructuring support agreement with Anthology. Among other things, the restructuring support agreement provided for a sale process supported by stalking horse bids for Anthology’s Enterprise Operations, Lifecycle Engagement and Student Success business segments, as well as a restructuring of Anthology’s remaining Teaching & Learning business with new money preferred equity financing backstopped by members of the ad hoc group. The go-forward company will do business as Blackboard.

On November 11, 2025, the Bankruptcy Court approved the sales of the Enterprise Operations, Lifecycle Engagement and Student Success businesses to the stalking horse bidders. The sales closed on December 31, 2025 and January 31, 2026. On January 23, 2026, the Bankruptcy Court confirmed Anthology’s plan of reorganization for its Teaching & Learning business, approving the comprehensive restructuring backed by the ad hoc group. As a result of the plan, which went effective on February 27, 2026, approximately $1.6 billion in funded debt was eliminated, and restructured Blackboard emerged from chapter 11 as a fully delevered business.

Blackboard is an educational technology platform, serving thousands of institutions.

The Davis Polk restructuring team included partners Damian S. Schaible and David Schiff, counsel Joshua Y. Sturm and associates Amber Leary and Eva (Luying) Wang. The restructuring finance team included partner Christian Fischer, counsel Timothy H. Oyen and associates Carly (Yoona) Cha and Benjamin J. Carlin. The corporate team included partner Michael Senders and counsel Jacob S. Kleinman. The tax team included counsel Tracy L. Matlock. The antitrust team included partners Nathaniel L. Asker and Matthew Yeowart. Counsel Brian Hecht provided capital markets advice. Partner Travis Triano provided executive compensation advice. Members of the Davis Polk team are based in the New York, Washington DC and London offices.

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