Kroton Educacional : Material Fact - Uniasselvi

Material Fact

Kroton Educacional S.A. (BM&FBovespa: KROT3 or 'Kroton'), in accordance with CVM Instruction 358/02, as amended, complementing the Material Fact notice dated October 26, 2015, announces to its shareholders and the general market that, after fulfilling the conditions precedent set forth in the Agreement for Purchase and Sale of Ownership Interests and Other Covenants, it concluded, on the date hereof, the sale to Treviso Empreendimentos e Participações S.A. ('Buyer') of all ownership interests held by the subsidiaries of Kroton ('Sellers') in the following companies: Sociedade Educacional Leonardo da Vinci S/S Ltda.; ASSEVIM - Sociedade Educacional do Vale do Itajaí Mirim Ltda.; Instituto Educacional do Alto Vale do Itajaí Ltda.; Sociedade Educacional do Vale do Itapocu S.S. Ltda.; and Sociedade Educacional do Planalto Serrano Ltda. (jointly 'Uniasselvi').

As previously informed, Buyer will pay Sellers the aggregate price of up to one billion, one hundred and five million reais (R$1,105,000,000.00), as follows:

(a) R$400 million paid in cash on the date hereof;

(b) R$450 million to be paid in 5 annual installments, from 2018 to 2022, restated by the variation in the IPCA index until the payment date of the respective installment;

(c) up to R$ 255 million to be paid in the form of a premium, in a variable amount to be calculated based on pre-established financial and operating targets, in annual installments, from 2018 to 2022, restated by the variation in the IPCA index until the payment date of the respective installment.

February 29, 2016

Carlos Alberto Bolina Lazar
Investor Relations Officer