Milbank LLP is representing Ser Educacional S.A. (B3: SEER3) in connection with its definitive agreement to acquire the Brazilian operations of Laureate Education, Inc. (NASDAQ: LAUR) for approximately R$3.862 billion (US$724 million at the exchange rate and share value on the date of the transaction announcement), including the assumption of indebtedness, net of cash (which, as of June 30, 2020, was US$124.9 million). In the transaction, Laureate will receive R$1.7 billion in cash and 101,138,369 shares of Ser Educacional. Upon the closing of the transaction, Laureate will own approximately 44% of the shares of Ser Educacional, which will be subject to certain voting restrictions. In connection with the transaction, Ser Educacional will seek to list American Depositary Shares (ADS) on a US securities exchange. The transaction is expected to close toward the end of 2021, subject to customary closing conditions, including regulatory approval and the completion of the ADS listing.
Ser Educacional is one of the largest private education groups in Brazil. Laureate operates 11 higher education institutions in Brazil, which collectively enroll more than 267,000 students in technical, undergraduate and postgraduate programs.
The Milbank team is led by Global Capital Markets partner Tobias Stirnberg and Corporate partners Francisco R. Nuñez and Scott W. Golenbock and includes associates Amy Kletsel and Nam Phan and international attorney Guilherme Maranhão. Advice is also provided by Tax partner Max Goodman, Executive Compensation and Employee Benefits partner Mike Shah and associate Christina Skaliks, and Global Capital Markets associate Mia Cromarty.