Proceeds would be paid as a dividend up to the remainco to use as it sees fit, the sources said. This new facility would effectively prime Pluralsight’s existing term loan debt with respect to that valuable IP, according to these sources.

This type of transaction — stripping of IP to raise new capital collateralized by that IP — was made famous when a form of it was executed by J. Crew 2016 as part of a flurry of debt maneuvers. This so-called “drop down” is one of the two key types of the modern liability management transactions that are all the rage for sponsor-backed company that have syndicated bonds and loans with loose covenants — but rarely if ever has it been reported being done by companies with private credit facilities. It is unclear if this transaction contemplates debt reduction or creditor negotiations.

Pluralsight, a technology workforce development services provider, was acquired by Vista in 2020 in a transaction valued at $3.5bn. The buyout was backed by a roughly $1.3bn financing provided by direct lenders, sources said. The $1.3bn facility was issued at SOFR+800bps and matures in 2027, per filings.

Lenders to Pluralsight include Blue Owl, Goldman Sachs, Golub, BlackRock, Ares, and Oaktree, according to filings.

A source described any such potential liability management move by Pluralsight as “pretty unprecedented” for a market that touts more stringent credit agreements compared to its public counterpart, especially when it comes to collateral leakage.

Vista and Pluralsight did not respond to requests for comment.

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