Pearson Plc (PSON.L), a British publishing and education company, announced Tuesday that it has agreed to sell Pearson Online Learning Services or POLS to Regent, a private equity firm.
The sale of this business concludes the strategic review announced in August 2022 of POLS, its international Online Program Management or OPM business.
The company said the deal demonstrates further progress in reshaping Pearson’s portfolio towards future growth opportunities centered around lifelong learning.
The consideration to be received by Pearson is deferred and comprises: Each year, for a period of 6-years from completion of the transaction, 27.5% of POLS positive Adjusted EBITDA in each calendar year. Pearson will not share in any loss making periods.
The deal also includes a further contingent payment equal to 27.5% of the proceeds received by Regent in relation to any monetisation event of POLS following completion of the transaction.
When received, the proceeds will be used for general corporate purposes within Pearson’s capital allocation framework.
As of December 31, 2022, the POLS business had gross assets of 113 million pounds and net assets of 78 million pounds. The business, which excludes Pearson’s contract with ASU, generated 155 million pounds of revenue and 26 million pounds of adjusted operating losses in 2022. Statutory losses before tax were 52 million pounds.
The impact of the sale on Pearson’s 2023 adjusted operating profit will be dependent upon the timing of transaction completion but is likely to be immaterial.
In the deal, Morgan Stanley acted as financial adviser and Freshfields Bruckhaus Deringer acted as legal adviser to Pearson.
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