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Blackstone appears to be at least one sponsor who is including voting cap language on its deals.

9fin recently reported that “voting caps” — limits on the share of a bond or loan any given lender has the rights to vote on, regardless of how much the holder actually holds — have made it into the market.

One such company that included this voting cap language in its offering memorandum was Ellucian — a Blackstone and Vista Equity Partners sponsored company. Ellucian, a provider of software and consulting solutions to education institutions, included the following language in senior secured notes due 2029:

“In addition, for purposes of determining whether the required number of holders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of the indenture that will govern the notes, (ii) otherwise acted on any matter related to the indenture that will govern the notes or (iii) directed or required the Trustee, the Notes Collateral Agent, or any holder to undertake any action with respect to or under the indenture that will govern the notes, all notes held or beneficially owned by a holder or a beneficial owner (together with its affiliates) may not account for more than 20.0% of the notes included in determining whether the required number of holders have consented to any action (the “Voting Cap”). All notes held by any holder or beneficial owner or any affiliate of such holder or beneficial owner in excess of the Voting Cap shall be deemed to not be outstanding for all purposes of calculating whether the required number of holders have taken any action (or refrained from taking any action) or provided any consent or waiver with respect to the notes, subject to certain exceptions. These restrictions may impact a holder’s or beneficial owner’s ability to participate in a voting decision if such holder or beneficial owner and its affiliates own a large amount of notes.” (emphasis added)