Bain, Advent, Berkshire in $1.1bn deal

Bain Capital, Advent International and Berkshire Partners have teamed up on a $1.1 billion offer for Dublin, Ireland-headquartered SkillSoft, a provider of Internet-based education services for businesses and governments.

The transaction will involve a total of $605 million of debt financing provided by Morgan Stanley and Barclays. The balance of the offer will come from equity commitments from the firms. The debt is broken up into a $40 million revolving credit facility, a $325 senior secured term loan and a senior unsecured loan of $240 million.

SkillSoft shareholders would receive $10.80 in cash per share, which represents a 26 percent premium to the average closing price of the shares over the one-year period ended 11 February, the company said in a statement.

The deal requires the approval of a majority of SkillSoft shareholders representing 75 percent or more in value of the SkillSoft’s shares. The High Court in Ireland also must approve the transaction.

SkillSoft’s board has the ability to solicit and accept an alternative offer that is deemed more favourable than the bid from the investment group.

Credit Suisse is acting as financial advisor to SkillSoft. Morgan Stanley and Barclays are advising the investor group.

Bain Capital has been active in Asia in recent months, having made a $1.1 billion bid to buy 93.5 percent in Japan’s largest telemarketing BellSystem24 from Citigroup Capital Partners Japan. The firm also made its maiden $125 million first deal in India, buying 35 percent of Bombay-listed Himadri Chemicals and Industry.