Cengage Learning Plan Supplement Filed


Cengage Learning filed with the U.S. Bankruptcy Court a Supplement for its Amended Joint Plan of Reorganization. The Supplement contains the following documents: Exhibit A: schedule of assumed executory contracts and unexpired leases; Exhibit B: schedule of rejected executory contracts and unexpired leases; Exhibit C: term sheet for the new debt alternative facility; Exhibit D: term sheet for the exit revolver facility; Exhibit E: new certificates of incorporation; Exhibit F: new bylaws; Exhibit G: new shareholders’ agreement; Exhibit H: new registration rights agreement; Exhibit I: list of the retained causes of action; Exhibit J: new management employment agreements; Exhibit K: management incentive plan; Exhibit L: description of transaction steps; Exhibit M: withheld Apax distribution gross-up percentages; Exhibit N: amount of balance sheet cash and estimated available cash; Exhibit O: implied price per share of new equity under the plan and Exhibit P: to the extent known, the identity of members of the new board and the nature and compensation for any member of the new board who is an “insider” under Section 101(31) of the Bankruptcy Code. The Court previously scheduled a March 13, 2014 hearing to consider confirmation of the Plan.

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