2U, Inc. (NasdaqGS:TWOU) entered into a definitive agreement to acquire Substantially All Assets of edX Inc. for $800 million on June 28, 2021. The consideration is subject to customary adjustments based on, among other things, the amount of cash, debt, transaction expenses and working capital of edX. 2U will fund the transaction with cash on hand, which includes the proceeds from the new $475 million senior secured Term Loan B. For the year ended June 30, 2020, edX Inc. reported, on a non-profit basis, revenues of $84.7 million and an operating loss of $17.4 million. edX founder and Chief Executive Officer Anant Agarwal will continue to be deeply involved in the delivery of the edX mission and will determine his future role in the coming months. 2U plans to retain all current edX employees. The completion of the transaction is subject to receipt of required regulatory and governmental approvals, including the expiration or termination of the waiting period applicable to the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other customary closing conditions. The transaction is also subject to the approval of the Massachusetts Attorney General related to the 8A Notice, and, if required in the view of Massachusetts Attorney General, approval of the Supreme Judicial Court of Massachusetts, sitting in single justice session, related to the 8A Notice. The transaction does not require approval of 2U?s stockholders and is not subject to any financing contingency. The transaction has been approved by 2U and edX?s Boards of Directors. The transaction is expected to close within 120 days. As of November 9, 2021 In early November, 2U, Inc received the approvals from the Massachusetts Attorney General and the Massachusetts Supreme Court required in connection with the edX acquisition. Proceeds of the transaction will flow to the nonprofit that will continue under the leadership of edX founders Harvard and MIT and will be dedicated to reimagining the future of learning for people at all stages of life, addressing educational inequalities, and continuing to advance next generation learning experiences and platforms. The transaction is expected to be accretive to 2U?s adjusted EBITDA in fiscal year 2023, and dilutive to adjusted EBITDA in fiscal year 2022 by a low single-digit percentage. The acquisition is expected to close in mid-November. Morgan Stanley and Co. LLC acted as financial advisor; and Holly Snow, Brandon Bortner and Richard S. Radnay of Paul Hastings LLP acted as legal advisors to 2U. David V. Cappillo and Matthew E. Reardon of Goodwin Procter LLP acted as legal advisors; and M. Klein and Company, LLC acted as financial advisor to edX. Maura Sullivan of Shearman & Sterling LLP represented Morgan Stanley & Co. LLC as Debt Advisor, on a $475 million term loan B facility for 2U, Inc. to finance the acquisition of edX, Inc.