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Anthology’s Debt Crisis Forces Chapter 11 Move

Anthology Inc., a Veritas Capital-backed provider of education software, formally filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the Southern District of Texas after failing to find an acceptable buyer for itself or carve-out units. The company listed both assets and liabilities in the range of US$1 billion to US$10 billion in its petition.

The filing represents a structural pivot for Anthology. For months the company has explored a distressed sale or out-of-court restructuring, negotiating with its lenders and evaluating bids for its various business lines. The collapse of those efforts forced management to turn to court-supervised proceedings as a path to stabilise operations and address its debt overhang.

Anthology’s problems trace back to its 2021 combination with Blackboard Inc., financed with more than US$1.8 billion in term loans and a US$140 million credit facility. As interest rates climbed and demand softened, the debt burden became untenable. Credit-rating agencies have flagged declining bookings and higher-than-expected customer attrition as critical stress points.

In the bankruptcy motion, Anthology proposes to sell three principal segments: Enterprise Operations, Lifecycle Engagement, and Student Success. Ellucian Company LLC is named the “stalking horse” bidder for the Enterprise Operations line, which includes modules such as student information, finance, human capital management, verification, and legacy enterprise operations. Encoura LLC will act as the stalking horse for Lifecycle Engagement and Student Success, covering products such as Encompass, Reach, Engage, Advance, and related student support tools.

Analysts view this as a creditor-led restructuring in which secured lenders may assume control of Anthology’s future. The firm had missed a secondary-lien coupon payment of approximately US$500 million tied to 2029 debt, triggering a waiver agreement and aggressive restructuring talks. Earlier efforts included renegotiating credit documents and converting parts of debt into alternative secured tranches.

Veritas Capital, which has held a controlling stake, appears increasingly likely to relinquish control—or substantially dilute its holding—in favour of converting debt to equity or handing the company to lenders. Some observers believe distressed-debt investors are already circling, seeking to capitalise on potential upside in Anthology’s core assets.

The broader edtech sector has felt pressure from tightening credit conditions, shifting adoption trends, and disruption from AI-infused learning platforms. Market observers say that legacy edtech firms, particularly ones loaded with private-equity debt, may prove especially vulnerable. Anthology’s restructuring may mirror that of 2U, which filed for Chapter 11 in mid-2024 and emerged under creditor control with a significantly reduced debt profile.
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