Kroton Educacional : Fato Relevante - 1ª Emissão de Debêntures da Saber

KROTON EDUCACIONAL S.A.	SABER SERVIÇOS EDUCACIONAIS S.A.
Corporate Taxpayer ID (CNPJ/MF)	Corporate Taxpayer ID (CNPJ/MF)
02.800.026/0001-40	03.818.379/0001-30
Company Registry (NIRE) 31.300.025.187	Company Registry (NIRE) 31.300.121.445
Publicly Held Corporation	Publicly Held Corporation

MATERIAL FACT

KROTON EDUCACIONAL S.A. (B3: KROT3; OTCOX: KROTY) ("Kroton") and SABER SERVIÇOS EDUCACIONAIS S.A., a company indirectly controlled by Kroton ("Saber"), following the recent communications related to the acquisition of the corporate control of Somos Educação S.A. ("Somos"), inform its shareholders, investors and the market in general that, in the context of the acquisition of Somos, Saber performed its first (1st) issuance of 550,000 (five hundred and fifty thousand) simple, non-convertible into shares, unsecured debentures ("Issuance" and "Debentures", respectively), in the total amount of R$5,500,000,000.00 (five billion and five hundred million Reais).

Saber issued (i) 112,966 (one hundred and twelve, nine hundred and sixty six) Debentures of the first (1st) series ("First Series Debentures"), in the total amount of R$1,129,660,000.00 (one billion, one hundred and twenty nine million, six hundred and sixty thousand Reais); (ii) 426,434 (four hundred and twenty six thousand, four hundred and thirty four) Debentures of the second (2nd) series ("Second Series Debentures"), in the total amount of R$4,264,340,000.00 (four billion, two hundred and sixty four million, three hundred and forty thousand Reais); and (iii) 10,600 (ten thousand, six hundred) Debentures of the third (3rd) series ("Third Series Debentures"), in the total amount of R$106,000,000.00 (one hundred and six million Reais).

The First Series Debentures and the Second Series Debentures were entirely subscribed and paid up on this date and the subscription and pay-up of the entirety of the Third Series Debentures is scheduled to occur on August 16, 2018.

The Debentures will be publicly offered, with restricted placement efforts, pursuant to CVM Instruction No. 476, dated as of January 16, 2009, as amended. The Debentures are guaranteed by security guarantee, in the form of a suretyship, granted by Kroton.

The First Series Debentures are due to August 15, 2021 ("First Series Due Date") and the amortization of its par value shall performed in one single payment, on the First Series Due Date. The par value of the First Series Debentures will not be subject to monetary adjustment. On this par value, shall bear interests corresponding to 100% (one hundred per cent) of the DI Rate, with the addition of a spread of 0.75% (seventy five hundreds per cent) a year, which will be paidsemiannually always on the fifteenth (15th) day of the months of August and February of each year, with the last payment occurring on the First Series Due Date.

The Second Series Debentures are due to August 15, 2023 ("Second Series Due Date") and the amortization of its par value shall be paid in two (2) installments, the first one on August 15, 2022 and the last one, on the Second Series Due Date. The par value of the Second Series Debentures, or balance of the par value of the Second Series Debentures, as applicable, will not be subject to monetary adjustment. On this par value, shall bear interests corresponding to 100% (one hundred per cent) of the DI Rate, with the addition of a spread of 1.00% (one per cent) a year, which will be paid semiannually always on the fifteenth (15th) day of the months of August and February of each year, with the last payment occurring on the Second Series Due Date.

The Third Series Debentures are due to August 15, 2025 ("Third Series Due Date") and the amortization of the Updated Par Value of the Third Series Debentures (as defined below) shall be paid in two (2) installments, the first one on August 15, 2024 and the last one, on the Third Series Due Date. The Third Series Debentures will have its par value or balance of its par value, as applicable, monetarily adjusted according to the National Ample Consumer Price Index calculated and released by the Brazilian Institute of Geography and Statistics - IBGE (IPCA), and the product of this adjustment will be automatically incorporated to the par value or balance of the par value of the Third Series Debentures, as applicable ("Updated Par Value of the Third Series Debentures"). On the balance of the Updated Par Value of the Third Series Debentures, shall bear prefixed interests corresponding to 6.7234% (six integers, seven thousand, two hundred and thirty four thousandths percent) a year, which will be paid semiannually always on the fifteenth (15th) day of the months of August and February of each year, with the last payment occurring on the Third Series Due Date.

The net proceeds arising from the Issuance will be allocated in the following order of priority: (i) financing of the acquisition, by Saber, of the shares representing the corporate control of Somos, which is subject to certain prior conditions, such as the approval of the Brazilian Antitrust Agency - CADE; (ii) financing of the tender offering for the acquisition of shares (OPA) issued by Somos, to be carried out by Saber, in accordance with the applicable laws and regulations; and (iii) the reinforcement of the working capital of Saber, in case there is an outstanding balance.

Further information regarding the Issuance and the Debentures may be obtained by consulting the minutes of the extraordinary general shareholders meeting of Saber held on June 28, 2018, the minutes of the meeting of the Board of Directors of Kroton held on June 28, 2018 and/or the indenture of the Debentures and its first amendment, executed on June 28, 2018 and its amendments.

The documents mentioned above are available on the website of CVM(www.cvm.gov.br) and on the investor relations website of Kroton (www.kroton.com.br/ir).

Carlos Alberto Bolina Lazar

Investor Relations Officer of

Kroton Educacional S.A. and Saber Serviços Educacionais S.A.