Anthology - Case Summary

Business Description

Headquartered in Boca Raton, Florida, Anthology is a global end-to-end education technology (“EdTech”) software provider that offers an ecosystem of interlocking products covering academic, administrative, and student engagement functions. The Company’s core customer base consists of higher-education institutions, with its “software as a service” products facilitating the education of millions of learners in more than 80 countries. Anthology also serves local, state, and national governments, as well as corporate clients.

For fiscal year 2025, Anthology generated approximately $450 million in total revenue. The Company’s core solutions are organized into four main categories:

• A learning management system (“LMS”) that facilitates the design, delivery, and monitoring of academic programming.
• A student information system (“SIS”) and enterprise resource planning (“ERP”) services that help institutions manage student data and streamline internal business activities such as human resources, finance, and payroll.
• A customer relationship management (“CRM”) system that provides tools to manage relationships with applicants, students, and alumni.
• A student success solution that offers academic, technological, and administrative support to students.

Anthology’s products are generally sold on a recurring subscription or licensing fee model, often through institution-wide deployments. The Company also generates revenue from one-time implementation fees and recurring professional services contracts, with certain products priced based on usage or per-student metrics.

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Corporate History

Anthology is the result of a strategic consolidation of three distinct EdTech companies—Campus Management, Corp., Campus Labs, Inc., and iModules Software, Inc.—with its predecessors leading the sector for nearly 40 years. Founded in 1988 as Campus Management, the Company has grown both organically and through more than 25 acquisitions over the past three decades.

Sponsor-Led Consolidation and Merger

• In January 2020, technology investor Veritas acquired a plurality of the common equity in Anthology’s core predecessor entities from their prior sponsor, Leeds Equity Partners, which retains a minority interest.
• In July 2020, driven by the pandemic-accelerated demand for remote learning, Veritas consolidated its EdTech portfolio companies under the unified “Anthology” brand.
• A pivotal moment in the Company’s history occurred in October 2021 with the merger of Anthology and Blackboard LLC (the “Blackboard-Anthology Merger”). Blackboard, a dominant LMS provider taken private by Providence Equity Partners in 2011, merged with Anthology to create one of the most comprehensive EdTech product ecosystems available.

Key Historical Acquisitions

• The Company and its predecessors expanded their product portfolio, geographic reach, and market share through numerous strategic acquisitions, including:
  • WebCT, Blackboard’s largest competitor.
  • ANGEL Learning, another Blackboard competitor.
  • Perceptis, a help desk and student support services provider.
  • U.K.-based Fronteer, which included the flagship Ally accessibility product.

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Operations Overview

Anthology’s operations are organized into four business segments, each offering a bundled set of related product solutions. The Company employs approximately 3,250 individuals globally, with the 27 U.S.-based Debtor entities employing approximately 1,550 individuals. Its corporate structure consists of 48 entities, including 20 international non-Debtor entities across 16 countries.

Business Segments

• Teaching & Learning: The Company’s highest-revenue-generating segment, serving academic institutions, businesses, and government agencies.
  • Its primary products are Blackboard Learn, an LMS that accounts for approximately $240 million in annual revenue (roughly half of the Company’s total), and Anthology Ally, a digital accessibility platform generating approximately $26 million in annual revenue.
• Enterprise Operations: Provides a software platform for managing institutional administrative functions and day-to-day operations.
  • The flagship product is Anthology Student, a cloud-based SIS with embedded ERP capabilities. This segment generated over $100 million in revenue in FY’25 from approximately 300 customers.
• Lifecycle Engagement: Manages a learner’s journey from recruiting and enrollment through alumni relations.
  • This segment, which generated approximately $55 million in annual revenue in FY’25, includes Anthology Reach, a higher-education CRM built on Microsoft Dynamics 365.
• Student Success: Offers managed services that institutions can outsource to drive enrollment and retention, including marketing support, student advising, and technical support.

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Prepetition Obligations

As of the Petition Date, the Debtors’ prepetition capital structure consisted of debt facilities under three primary credit agreements. The Company’s equity is majority-owned by Veritas (approx. 68%), with minority interests held by Providence (approx. 21%) and Leeds (approx. 9%).

1L Superpriority Credit Agreement

• Approximately $1.2 billion in aggregate principal is outstanding under a first lien superpriority credit agreement agented by JPMorgan Chase Bank, N.A. The facility, which is secured by first-priority liens on substantially all of the Debtors’ assets, encompasses four tranches:
  • Revolving Credit Facility (“RCF”): A $140 million facility maturing in February 2028, bearing interest at SOFR + 4.00%. As of April 2025, the RCF was fully drawn except for $18.5 million of commitments held by Vector.
  • Tranche A Term Loan: A $250 million new money, first-out term loan maturing in February 2028, bearing interest at SOFR + 6.75%.
  • Tranche B Term Loan: A second-out term loan maturing in October 2028, bearing interest at SOFR + 5.25%.
  • Tranche C Term Loan: A third-out term loan maturing in October 2029, bearing interest at SOFR + 13.32% or 13.60% depending on the loan date.

First Lien Credit Agreement

• Approximately $1.5 million in principal remains outstanding under a first lien credit agreement agented by JPMorgan. The obligations are payment subordinated to the 1L Superpriority Credit Agreement, and the liens rank pari passu with the superpriority lenders’ liens.
  • The facility originally provided $1.3 billion in Term B Loans and a $140 million revolving credit facility, which was refinanced in full by the RCF under the superpriority agreement. The Term B Loans mature in October 2028.

Second Lien Credit Agreement

• Approximately $423.1 million in principal is outstanding under a second lien credit agreement agented by Ankura Trust Company, LLC.
  • The facility consists of term loans maturing in October 2029 and is secured by junior liens on substantially the same collateral as the first lien facilities.

The rights of the various lender groups are governed by a First Lien Intercreditor Agreement and a First/Second Lien Intercreditor Agreement, which establish payment and lien priorities.

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Events Leading to Bankruptcy

The Company’s financial distress stems from a combination of operational challenges following numerous acquisitions, intense market competition, and a burdensome capital structure. Despite a significant capital infusion in 2024, Anthology’s revenue continued to decline, leading to a severe liquidity crisis.

Operational and Market Headwinds

• Integration Challenges: A history of expansion through mergers and acquisitions created significant operational hurdles, including complex data migrations and a sprawling product portfolio, resulting in an inflated cost structure that proved difficult to right-size.
• Increased Competition: The EdTech market became increasingly competitive post-pandemic, with emerging companies capturing market share. This contributed to a nearly $80 million decline in Anthology’s annual revenue over the last two years.
• Product and Reputational Issues: Customer attrition increased around 2022, driven by an aging product portfolio, product implementation delays, and reputational damage from a failed price hike initiative. The Company’s EBITDA declined from nearly $33 million in FY’23 to just over $4 million in FY’25.

Failed Turnaround and Liquidity Crisis

• In April and May 2024, the Company executed a 1L Superpriority Financing Transaction, which provided a $250 million new money infusion and extended debt maturities. However, revenue did not stabilize, and the Company’s annual cash interest burden of approximately $185 million became unsustainable.
• The Company’s liquidity position deteriorated further after it elected to forgo an interest payment under its Second Lien Credit Agreement in December 2024 and an interest payment under its 1L Superpriority Credit Agreement in March 2025, leading to forbearance agreements with lenders.
• The crisis was exacerbated in March 2025 when Vector Capital failed to fund its $18.5 million share of a $100 million RCF draw request, leaving the Company critically short of expected liquidity.

Prepetition Restructuring Efforts and Chapter 11 Filing

• In January 2025, the Company engaged PJT Partners to explore strategic alternatives. A five-month prepetition marketing and sale process was conducted, culminating in the selection of two stalking horse bidders for the Enterprise Operations and the combined Lifecycle Engagement and Student Success business segments.
• In parallel, the Company negotiated a Restructuring Support Agreement (“RSA”) with an ad hoc group of lenders holding approximately 87% of Tranche A and 68% of Tranche B superpriority loans, as well as majority equity holder Veritas.
• The RSA provides for a dual-path restructuring through these Chapter 11 cases:
  • A continued marketing process to “market check” the stalking horse bids for certain business segments through a 363 sale process.
  • A reorganization of the remaining Teaching & Learning business segment through a Chapter 11 plan, which will allow the Company to emerge as a leaner, reorganized enterprise with a debt-free balance sheet.