Graham Holdings Completes Refinancing with $500 Million Senior Notes and $400 Million Revolving Facility

Simpson Thacher represented J.P. Morgan Securities LLC and the other initial purchasers in the Rule 144A/Regulation S offering by Graham Holdings Company of $500 million aggregate principal amount of 5.625% Senior Notes due 2033, and also represented Wells Fargo Bank, National Association as administrative agent on behalf of the lenders and as joint lead arranger in connection with the amendment and restatement of GHC’s credit agreement. The transaction comprised a $500 million senior notes offering and an amendment and restatement of Graham Holdings Company’s credit agreement to replace its existing revolving credit facility with a $400 million revolving credit facility maturing in 2030. GHC intends to use the net proceeds from the notes offering, together with borrowings under the amended and restated credit agreement, to (i) redeem all outstanding 5.750% senior notes due 2026, (ii) refinance the revolving loans outstanding under its existing revolving credit facility, (iii) repay the amount outstanding under its existing $150 million term loan facility, and (iv) pay related fees and expenses. Simpson Thacher represented J.P. Morgan Securities LLC and the other initial purchasers, and Wells Fargo Bank, National Association as administrative agent and joint lead arranger, with a team composed by: Dave Azarkh (Capital Markets); John O’Connell (Capital Markets); Matt Petrone (Capital Markets); Deane Ciampa (Capital Markets); Louise Choi (Capital Markets); Jessica Tuchinsky (Credit); Erland Modesto (Credit); Robert Meyer (Credit); Gordon Lee (Credit); Manuel Alvarez (Credit); Michael Mann (Tax); Pasco Struhs (Executive Compensation and Employee Benefits); Corina Holland (Intellectual Property); Margerite Blase (Intellectual Property); and Jennie Getsin (Blue Sky). Max Totsky also provided valuable assistance.

Graham Holdings Completes Refinancing with $500 Million Senior Notes and $400 Million Revolving Facility

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