VC Network Educação SA has made an offer to acquire Rede Internacional de Universidades Laureate Ltda. from Laureate Education, Inc. (NasdaqGS:LAUR) for approximately BRL 4.6 billion on October 12, 2020. VC Network Educação entered into a definitive agreement to acquire Brazilian operations of Laureate Education, Inc. from Laureate Education, Inc. (NasdaqGS:LAUR) for approximately BRL 4.6 billion on November 2, 2020. Under the terms of the offer, consideration amount of BRL 4423 million is composed of the value of the firm (“Equity Value”) of BRL 3800 million and the assumption of a net debt of BRL 623 million. The proposal also includes BRL 203 million as an earn-out for medical seats pending approval. The deal is funded from available cash position in the amount of BRL 793 million in 2Q 2020; financing by banks in the amount of BRL 3800 million, with the respective letters of commitment already signed and attached to the proposal; and the cash resources of the contract signed with Farallon for the acquisition of FMU for BRL 500 million. The offer is made under “go-shop” provision agreed upon with Ser, where Laureate had the right to solicit and engage in discussions with respect to a competing proposal for the acquisition of its Brazilian operations from third parties until on October 13, 2020. In the event of termination of the transaction, under certain specified circumstances, each of Laureate Education and VC Network Educação will be required to pay the other party a termination fee of BRL 400 million. In addition, under certain circumstances specified, Laureate Education will be required to pay VC Network 50% of the BRL 180 million go shop termination fee. Also, net of the go-shop termination fee payable to Ser Educacional S.A., in connection with the termination of the SER Transaction Agreement is to be borne by Anima Holding S.A., VC Network Educação’s shareholder. For the 12-month period ended June 30, 2020, the Brazil operations collectively had approximately $473.6 million (BRL 2.6 billion) in revenue and $10 million (BRL 54.8 million) in operating income. The suspensive condition of approval of the transaction by the Administrative Council for Economic Defense - CADE, under the terms of the applicable legislation, stands out. The deal is subject to shareholder approval of Anima and regulatory approval. Board of Directors have determined the offer to be superior to its agreement with Ser Educacional S.A. Laureate intends to terminate the transaction agreement with Ser and to enter into a definitive binding agreement with Ânima. The approval from the CADE is expected to complete by mid-April 2021. The transaction is targeted to close by the end of the second quarter of 2021. As of May 6, 2021, last week Brazilian Antitrust Authority published its approval recommendation without restrictions. Transaction is expected to close by the end of May. J.P. Morgan acted as financial advisor to Anima. Lior Pinsky, Roberto Rudzit Neto, Graziela Pinto Lima of Veirano Advogados, José Setti Diaz of Demarest Advogados, Gary I. Horowitz, Mark Brod and Sebastian Tiller of Simpson Thacher & Bartlett US, Scott M. Levine of Jones Day and Fabio Perrone Campos Mello, Alex Jorge, Victor Kampel, Marcelo Silva Siqueira of Campos Mello Advogados acted as legal advisors for Laureate. Henrique de Oliveira Lopes da Silva, Mariana Cortez, Tiago Machado Cortez of KLA Advogados and João Batista Pacheco of Pacheco Antunes & Carvalho Advogados acted as legal advisors for Anima Educação. Gustavo Rugani do Couto e Silva, Joao Pedro Franco de Sad and Wagner Eustaquio Duarte Junior. of Machado, Meyer, Sendacz e Opice, and White & Case LLP acted as legal advisors for Ânima Holding. Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga advised Banco Bradesco BBI S.A., Banco Santander (Brasil) S.A., UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A., Banco Itaú BBA S.A., Banco J.P. Morgan S.A., Bradesco Securities Inc., Santander Investment Securities Inc., UBS Securities Inc., Itau BBA USA Securities Inc. and J.P. Morgan Securities LLC. VC Network Educação SA acquired Rede Internacional de Universidades Laureate Ltda. from Laureate Education, Inc. (NasdaqGS:LAUR) on May 28, 2021.