Shearman & Sterling represented Goldman Sachs International, Jefferies International Limited, and TPG Capital BD, LLC, as initial purchasers, in connection with the offering of £200 million 6.75% Senior Secured Notes due 2020 and £100 million Senior Secured Floating Rate Notes due 2020 issued by TES Finance Plc, a wholly owned subsidiary of TSL Education Group Limited (“TSL Education”). The net proceeds from the issue and sale of the Notes will be used to refinance existing debt obligations of the TES Group, to make a distribution to shareholders, and to fund the cash purchase price of a recent acquisition. The Notes will be guaranteed on a senior secured basis by TSL Education and certain of its subsidiaries. The offering, which was conducted pursuant to Regulation S and Rule 144A under the US Securities Act, closed on July 17, 2014. Additionally, Shearman & Sterling’s lawyers advised Goldman Sachs Bank USA and Jefferies Finance LLC as arrangers in connection with TSL Education’s entry into a new £20 million revolving credit facility agreement.

TSL Education is one of the fastest growing professional digital communities with offices in London, San Francisco and Sydney. TSL Education operates one of the world’s leading digital platforms for teaching professionals by number of registered users, providing highly liquid marketplaces for teaching professionals’ recruitment and resource sharing.