EX-99.(C)(5) 6 tm2326179d2_ex99c-5.htm EXHIBIT 99.(C)(5)

 

Exhibit (C)(5)

 

Preliminary Draft – Confidential Project Achieve Presentation to the Special Committee to the Board of Directors February 28, 2023 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b - 2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission.

 

 

Preliminary Draft – Confidential Project Achieve These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of Arco Platform Limited ( the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as spe cif ically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transac tio n participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or ve rif ication of such information and has relied on such information being complete and accurate in all material respects. To the extent such infor mat ion includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Company and/or oth er potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been re aso nably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates an d f orecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the ac cur acy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to th e past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Compan y. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any tra nsa ction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Company in evaluating the poten tia l transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may n ot be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Eve rco re (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no ob ligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other busine ss areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as t o t ax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of a voi ding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular ci rcumstances from independent advisors regarding the impact of the transactions or matters described herein. 2022 financials are unaudited and subject to change. Unless otherwise specified, all projections reflect Company management e sti mates as of February 2023.

 

 

Preliminary Draft – Confidential Project Achieve Table of Contents Process Update Situation Overview Preliminary Valuation Analysis Potential Alternatives and Next Steps Appendix Section I II III IV

 

 

Preliminary Draft – Confidential I. Process Update

 

 

Preliminary Draft – Confidential Project Achieve Process Update Arco Platform Limited (NASDAQ: ARCE) (“Arco” or the “Company”) is an education - technology company that offers textbooks and virtual educational content, pedagogical consulting services, and financial solutions to K - 12 private schools in Brazil On November 30, 2022, Arco announced the receipt of a non - binding proposal from General Atlantic L.P. and Dragoneer Investment Group, LLC (the “Bidders”) to acquire all outstanding Class A shares not held by the Bidders or Oto Brasil de Sá Cavalcante and Ari de Sá Cavalcante Neto (the “Controlling Shareholders”) for US$11.00 per share (the “Offer Price”) Bidders collectively own 22% of Class A shares, or 9% of all common shares outstanding, and are holders of the US$150 million Convertible Notes due November 2028 (on an as - converted basis, class A ownership of 32%) Controlling Shareholders own 1% of Class A shares and 100% of the high - voting Class B shares (or 42% of all common shares outstanding) and have 88% voting control Controlling Shareholders signed a 90 - day exclusivity agreement (with automatic renewal) with the Bidders The Offer Price implies a 22% premium over the unaffected closing price of US$9.04 as of November 30, 2022 and an implied Transaction Value 1 of US ~$1.3bn and ~9.1x ’23E EBITDA 1 On January 26, 2023, Arco announced the formation of a Special Committee of four independent and disinterested directors and the engagement of Evercore / Seneca - Evercore and Skadden as the Special Committee’s financial and legal advisors, respectively Since January 27, 2023, Evercore / Seneca - Evercore has reviewed data provided by Arco management (CFO, Head of Investor Relations, and other FP&A), reviewing topics including: Sector dynamics, competitive landscape, and market opportunity Management’s 2023 budget and long - term financial projections, including an illustrative sensitivity scenario and benchmarking ag ainst equity research estimates Correspondence from disinterested shareholders with respect to the non - binding proposal Shareholder register and Class A and B outstanding share counts The non - disclosure agreement between the Company and the Bidders is pending execution and remains under review with the Bidder’s counsel Source: Arco filings, Arco management, Arco projections per Arco management, Refinitiv Eikon Note: Ownership data based on 38.526 million Class A shares and 27.401 million Class B basic shares outstanding as of 12/31/2 2 p ro forma for Isaac; as - converted basis assumes conversion into 5.172 million Class A shares. Voting control assumes 10 votes per Class B share 1. Based on 12/31 balance sheet and 2023E adj. EBITDA per Arco management 1 References to discussions with Arco management do not include the Controlling Shareholders, including Arco CEO Ari de Sá Cavalcante Neto

 

 

Preliminary Draft – Confidential Project Achieve Process Timeline Transaction - Related Events Company Events 11/30 : Announced receipt of non - binding proposal November 2022 12/1 : 3Q 2022 earnings release December 2022 1/3 : Isaac acquisition closed 1/26 : Announced formation of a Special Committee and engagement of financial and legal advisors January 2023 3/21 : 4Q 2022 earnings (projected) 2/14 :13 - F filing deadline March 2023 2/7 : Initial draft NDA sent to Bidders’ counsel 2/8 : Received initial information request list from Bidders February 2023 1/27 : Commencement of Evercore due diligence December : Management received inbounds from Class A disinterested shareholders regarding the non - binding proposal (4 letters; 11 requests for calls) 2/28 : Evercore to present a preliminary valuation analysis 2/23 : Per Special Committee request after discussion with management and Evercore, management provided Evercore an illustrative Isaac sensitivity scenario 2/22 : Special Committee review of Arco management’s long - term projections 2

 

 

Preliminary Draft – Confidential Project Achieve Evercore Evaluation Process In assisting the Special Committee’s review of Arco management’s long - term projections, Evercore / Seneca - Evercore have, among other things: Held calls with Arco management to better understand management’s views on sector dynamics, competitive landscape / market share, overall business plan and strategy, as well as Arco’s budgeting process, cadence, and format Reviewed publicly available and Arco management - provided information related to the Company that we deemed to be relevant, including equity research analyst estimates Reviewed Arco management - provided financials, including 2023 budget, consolidated long - term projections, standalone Isaac projections and illustrative sensitivity scenario, latest balance sheet, share count reconciliation, and supporting schedules / detailed break - outs Reviewed Arco management - provided documents, including Isaac acquisition SPA and 2028 Convertible Notes indentures Following the Special Committee’s review of Arco management’s long - term projections, we have conducted the below valuation analyses, using management - provided financials / long - term projections, except as otherwise noted: DCF analysis Public company trading analysis Precedent transactions Reference ranges: Arco’s 52 - week high - low, implied ranges from precedent premia paid, equity research 12 - month target price range 3

 

 

Preliminary Draft – Confidential II. Situation Overview

 

 

Preliminary Draft – Confidential Project Achieve Arco Overview Business Overview Source: FactSet (2/17/23), Arco filings, Arco projections per Arco management 1. 2023E figures are pro forma for Isaac. Broker estimates include only those that are pro forma for Isaac (Itaú BBA & J.P. Morg an) 2. Reflects 12/31/22 unaudited financial data provided by Arco management 3. Calculated as basic shares plus accelerated vesting of RSUs, net dilution from options and holdback shares resulting from the Is aac acquisition; share count and dilution detail per Arco management; approach to Isaac holdback shares subject to ongoing review 4. Adj. EBITDA throughout this presentation (including for Arco and for Isaac, as the case may be) is EBITDA adjusted for stock - bas ed compensation, one - time M&A expenses and other non - recurring expenses 5. Arco projections per Arco management. 2019A - 2022E exclude Isaac as the transaction was not completed until Jan. 2023 Financial and Valuation Snapshot Management Projections 5 Revenue Leading Brazilian K - 12 platform providing print and digital educational content and technology solutions to private schools and students Customers include 8,000 schools with 2m+ total students Operates across three segments: Core: Collection of brands providing high quality content solutions for national K - 12 curriculum requirements, through a personalized and interactive learning experience Supplemental: Includes additional educational content for schools to offer as an addition to the Core curriculum (ESL, test prep, other discounted courses, etc.) Isaac: Provides back - office financial and software solutions to schools; core product provides a “revenue guarantee” to schools in exchange for a portion of tuition fees Adj. EBITDA Equity Research Forecast (R$) 2022E 2023E Revenue $1,715 $2,368 % Growth 39.2% 38.1% Adj. EBITDA $626 $754 % Margin 36.5% 31.8% Adj. EBITDA - Capex $450 $536 % Margin 26.2% 22.6% Market Valuation (R$) Current Share Price (2/17/23) $65.03 Diluted Shares Outstanding 68.88 Equity Value $4,479 Plus: Debt 3,552 Less: Unconsolidated Assets (112) Less: Cash (639) Total Enterprise Value $7,280 Current Trading Multiples 2022E 2023E TEV / Revenue 4.2x 3.1x TEV / Adj. EBITDA 11.6 9.7 TEV / Adj. EBITDA - Capex 16.2 13.6 1 2 (R$ in millions, except per - share values; "$" symbol indicates R$) 4 433 841 936 1,381 1,630 1,890 2,174 2,478 2,800 3,080 3,358 3,660 3,916 4,151 4,359 139 161 296 394 492 605 726 872 1,046 1,245 1,481 1,763 2,045 2,310 2,542 314 514 758 1,069 1,403 1,758 2,158 2,612 3,056 3,453 3,798 $573 $1,002 $1,232 $1,775 $2,436 $3,009 $3,658 $4,419 $5,249 $6,084 $6,997 $8,034 $9,016 $9,914 $10,698 '19A '20A '21A '22E '23E '24E '25E '26E '27E '28E '29E '30E '31E '32E '33E Core Supplemental Isaac '23E - '33E: 16% CAGR '19A - '22E: 46% CAGR $209 $381 $431 $650 $736 $971 $1,245 $1,542 $1,884 $2,237 $2,613 $3,052 $3,426 $3,767 $4,065 '19A '20A '21A '22E '23E '24E '25E '26E '27E '28E '29E '30E '31E '32E '33E '19A - '22E: 46% CAGR 3 ’23E - ’33E: 19% CAGR 4

 

 

Preliminary Draft – Confidential Project Achieve $12.53 $- $10 $20 $30 $40 $50 1/1/21 7/14/21 1/24/22 8/6/22 2/17/23 $11.00 / share proposal $12.53 $- $5 $10 $15 $20 11/25/22 12/23/22 1/20/23 2/17/23 $11.00 / share proposal Arco Stock Performance Over Time (10/6/22) Announced acquisition of remaining 75.1% stake in I saac Source: FactSet (2/17/23) (11/18/21) Announced $150mm investment from Bidders (5/24/21) Announced Q1’21 results, beating expectations on revenue but missing on EPS (1/26/23) Announced formation of Special Committee to evaluate the proposal (11/30/22) Received $11.00 / share proposal from Bidders Stock Price Performance (1/1/21 – Present) (US$) 5

 

 

Preliminary Draft – Confidential Project Achieve Arco Trading Performance vs. Select Peers Source: FactSet (2/17/23) Note: See appendix for peer group constituents 1. Reflects unaffected trading date; Arco announced receipt of the preliminary, non - binding proposal from General Atlantic and Dragoneer after market hours on 11/30/22 2. Reflects performance of Chegg, Kahoot and 2U, as other companies within the “Ed. Tech.” group were not yet trading Stock Price Performance TEV / NTM Adj. EBITDA Multiple Performance LatAm Ed. Services Ed. Tech. Publishers (72%) (41%) 34% (50%) (65%) (120%) (90%) (60%) (30%) - 30% 60% 90% 120% 1/1/21 7/14/21 1/24/22 8/6/22 2/17/23 6.4x 17.2x 8.7x 6.6x 9.7x - 10.0x 20.0x 30.0x 40.0x 50.0x 60.0x 70.0x 80.0x 90.0x 1/1/21 7/14/21 1/24/22 8/6/22 2/17/23 % Return Arco Vasta Ed. Tech. Publishers LatAm Ed. Services 1-Month Ago (6.8%) (2.7%) 3.4% 2.8% (4.8%) 11/30/22 38.6% 1.0% 0.9% (0.5%) (5.5%) 3-Months Ago 49.7% (4.0%) 2.6% 2.4% (12.4%) 6-Months Ago (20.3%) (18.6%) 1.1% (3.4%) (14.5%) 1-Year Ago (34.5%) (29.2%) (8.5%) 7.9% (21.7%) 2-Years Ago (65.1%) (72.9%) (83.1%) 17.3% (48.0%) 2 Δ in Multiple Arco Vasta Ed. Tech. Publishers LatAm Ed. Services Current 9.7x 6.4x 17.2x 8.7x 6.6x 1-Month Ago (0.7x) (0.4x) (0.2x) (0.3x) (0.2x) 11/30/22 2.5x (0.3x) (1.0x) (1.0x) (0.1x) 3-Months Ago 2.4x (0.9x) (0.8x) (0.9x) (0.4x) 6-Months Ago (1.0x) (1.6x) (1.1x) (1.0x) (0.5x) 1-Year Ago (2.9x) (3.7x) (3.3x) 0.4x (1.4x) 2-Years Ago (14.9x) (12.2x) NM 0.0x (7.3x) 1 1 6

 

 

Preliminary Draft – Confidential Project Achieve 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Terminal Revenue $1,929 $2,436 $3,009 $3,658 $4,419 $5,249 $6,084 $6,997 $8,034 $9,016 $9,914 $10,698 $10,698 % Growth 51% 26% 24% 22% 21% 19% 16% 15% 15% 12% 10% 8% Adj. EBITDA $539 $736 $971 $1,245 $1,542 $1,884 $2,237 $2,613 $3,052 $3,426 $3,767 $4,065 $4,065 % Margin 28% 30% 32% 34% 35% 36% 37% 37% 38% 38% 38% 38% 38% CapEx $247 $224 $234 $262 $283 $321 $353 $402 $458 $514 $565 $610 $610 % of Revenue 13% 9% 8% 7% 6% 6% 6% 6% 6% 6% 6% 6% 6% Adj. EBITDA - CapEx $292 $513 $738 $982 $1,259 $1,563 $1,885 $2,211 $2,594 $2,912 $3,202 $3,455 $3,455 % Margin 15% 21% 25% 27% 29% 30% 31% 32% 32% 32% 32% 32% 32% Memo: Unlevered Free Cash Flow NOPAT $271 $427 $587 $660 $805 $969 $1,142 $1,342 $1,970 $2,166 $2,337 $2,217 (+) D&A 372 443 532 629 737 841 950 1,097 361 397 428 610 (-) CapEx (224) (234) (262) (283) (321) (353) (402) (458) (514) (565) (610) (610) (-) Capital Allocation - Credit (Isaac) (27) (60) (102) (64) (35) (87) (109) 75 61 69 76 - (-) Change in NWC (221) (240) (270) (309) (379) (426) (477) (535) (491) (449) (392) (149) Unlevered Free Cash Flow $172 $337 $484 $634 $807 $944 $1,104 $1,521 $1,386 $1,617 $1,839 $2,068 % Conversion 23% 35% 39% 41% 43% 42% 42% 50% 40% 43% 45% 51% Summary of Management Projections Source: Arco projections per Arco management; Arco historical financials per Arco management 1. 2022 financials and metrics are unaudited, subject to change and illustratively include Isaac as if the acquisition occurred on January 1, 2022 2. Terminal year assumes revenue, adjusted EBITDA and capital expenditures equal 2033E, depreciation & amortization equal capita l e xpenditures and Capital Allocation – Credit (Isaac) is $0 per management 3. NOPAT stands for Net Operating Profit After Tax 4. Cash outflow / inflow associated with Isaac using / receiving capital to fund credit 5. Terminal year change in net working capital calculated as 2033E change in working capital per % of revenue growth multiplied by perpetuity growth rate 6. Illustratively treats all stock - based compensation as a cash expense 6 1 (R$ in millions, "$" symbol indicates R$ throughout) 2 5 7 3 4

 

 

Preliminary Draft – Confidential Project Achieve 104% 64% 48% 41% 31% 25% 23% 21% 104% 60% 41% 35% 25% 19% 17% 17% 79% 49% 40% 36% 28% 23% 21% 20% % Growth $314 $514 $758 $1,069 $1,403 $1,758 $2,158 $2,612 $314 $503 $712 $960 $1,203 $1,438 $1,687 $1,966 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Management Projections vs. Illustrative Sensitivity Scenario – Isaac Source: Arco projections per Arco management; illustrative sensitivity scenario requested by Special Committee after discussi on with management and advisors reflects illustrative adjustments to Arco projections per Arco management as of February 23, 2023 Note: Management projections throughout this presentation refer to data previously presented to the Special Committee on Febr uar y 22, 2023 1. Illustrative 2. Based on projected 2022E revenue as of October 2022 3. Adj. EBITDA throughout this presentation (including for Arco and for Isaac, as the case may be) is EBITDA adjusted for stock - bas ed compensation, one - time M&A expenses and other non - recurring expenses. October 2022 Adj. EBITDA includes projected cost synergies as of October 2022 4. Oct. 2022 projections are for illustrative comparisons only and are not serving as the basis for Evercore’s fairness and valu ati on analysis (R$ in millions, "$" symbol indicates R$ throughout) Revenue Management Projections Illustrative Sensitivity Scenario Oct. 2022 Projections 4 Illustrative Isaac sensitivity scenario illustrates the impact of a slower growth rate in the number of schools (total number of schools approximately 30% 1 lower by the end of the projection period) and some margin reduction vs. the management case 2 (12%) 11% 23% 28% 32% 35% 37% 39% (12%) 7% 19% 27% 32% 35% 37% 38% (6%) 10% 23% 31% 34% 35% 36% 37% % Margin ($38) $55 $174 $299 $449 $615 $798 $1,019 ($38) $34 $137 $255 $387 $500 $619 $751 ($200) $- $200 $400 $600 $800 $1,000 $1,200 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Adj. EBITDA 3 8

 

 

Preliminary Draft – Confidential III. Preliminary Valuation Analysis

 

 

Preliminary Draft – Confidential Project Achieve Key Metrics and Assumptions Implied Equity Value Per Share Primary Bars Metric Multiples Low Low High DCF WACC: 13.5% - 16.5% PGR: 4.0% - 5.0% Precedent Transactions '22A Adj. EBITDA R$650 10.0x 14.0x '23E Adj. EBITDA R$736 7.0x 12.0x '23E Adj. EBITDA - CapEx R$513 9.0x 15.0x Analyst Price Targets Range as of 2/17/23 (12-month Target) 52-Week Range Range as of 11/30/22 (Unaffected) 1 Day Premium as of 11/30/22 (Unaffected) 19%-55% 4 Weeks Premium as of 11/30/22 (Unaffected) 25%-66% Premiums Paid Reference Public Company Trading Analysis Financial Analysis $20.98 $20.95 $16.92 $13.72 $14.05 $15.00 $18.50 $23.00 $11.37 $12.30 $6.60 $5.09 $10.72 $11.29 $17.00 $7.99 $10.02 $18.76 Preliminary Arco Valuation Analysis Summary (Subject to Ongoing Review) (Metrics in R$, Share Prices in US$) Source: Arco projections per Arco management; illustrative sensitivity scenario requested by Special Committee after discussi on with management and advisors reflects illustrative adjustments to Arco projections per Arco management as of February 23, 202 3 illustrative adjustments to Arco projections per Arco management as of February 23, 2023 Note: Assumes BRL/USD spot exchange rate of 5.19 as of 2/17/23 Note: Metrics reflect actuals and projections per Arco management Note: Fully diluted shares outstanding c alculated as basic shares plus accelerated vesting of RSUs, net dilution from options and holdback shares resulting from the Isaac acquisition; share count and dilution detail per Arco management; approach to Isaac hol dback shares subject to ongoing review Current Share Price: $12.53 Offer Price: $11.00 Unaffected Price: $9.04 Management Projections Ill. Sensitivity Scenario 9

 

 

Preliminary Draft – Confidential Project Achieve Preliminary Arco Discounted Cash Flow Analysis – Management Projections (US$) Implied Share Price Sensitivity – WACC and PGR Implied Adj. EBITDA Terminal Multiple – WACC and PGR Implied Adj. EBITDA - CapEx Terminal Multiple – WACC and PGR Perpetuity Growth Rate Perpetuity Growth Rate 4.00% 4.25% 4.50% 4.75% 5.00% 13.50% $19.54 $19.87 $20.22 $20.59 $20.98 14.25% 17.00 17.26 17.54 17.82 18.13 15.00% 14.84 15.05 15.27 15.49 15.73 15.75% 12.98 13.15 13.32 13.50 13.69 16.50% 11.37 11.50 11.64 11.79 11.94 WACC Perpetuity Growth Rate 4.00% 4.25% 4.50% 4.75% 5.00% 13.50% 5.9x 6.1x 6.2x 6.4x 6.5x 14.25% 5.5 5.6 5.8 5.9 6.0 15.00% 5.2 5.3 5.4 5.5 5.6 15.75% 4.8 4.9 5.0 5.1 5.2 16.50% 4.6 4.6 4.7 4.8 4.9 WACC Perpetuity Growth Rate 4.00% 4.25% 4.50% 4.75% 5.00% 13.50% 7.0x 7.2x 7.3x 7.5x 7.7x 14.25% 6.5 6.7 6.8 7.0 7.1 15.00% 6.1 6.2 6.3 6.5 6.6 15.75% 5.7 5.8 5.9 6.0 6.2 16.50% 5.4 5.5 5.6 5.7 5.8 WACC Source: Arco projections per Arco management Note: Assumes BRL/USD spot exchange rate of 5.19 as of 2/17/23 Note: Illustrative analysis assumes a 12/31/22 transaction date and reflects 12/31/22 balance sheet figures provided by manag eme nt Note: Assumes D&A equal to CapEx and a 34% tax rate in the terminal year 10

 

 

Preliminary Draft – Confidential Project Achieve Preliminary Arco Discounted Cash Flow Analysis – Illustrative Sensitivity Scenario (US$) Implied Share Price Sensitivity – WACC and PGR Implied Adj. EBITDA Terminal Multiple – WACC and PGR Implied Adj. EBITDA - CapEx Terminal Multiple – WACC and PGR Perpetuity Growth Rate Perpetuity Growth Rate 4.00% 4.25% 4.50% 4.75% 5.00% 13.50% $17.46 $17.76 $18.07 $18.41 $18.76 14.25% 15.15 15.39 15.63 15.89 16.17 15.00% 13.19 13.37 13.57 13.77 13.99 15.75% 11.49 11.64 11.80 11.96 12.13 16.50% 10.02 10.14 10.27 10.40 10.54 WACC Perpetuity Growth Rate 4.00% 4.25% 4.50% 4.75% 5.00% 13.50% 5.9x 6.1x 6.2x 6.4x 6.5x 14.25% 5.5 5.6 5.8 5.9 6.0 15.00% 5.2 5.3 5.4 5.5 5.6 15.75% 4.8 4.9 5.0 5.1 5.2 16.50% 4.6 4.6 4.7 4.8 4.9 WACC Perpetuity Growth Rate 4.00% 4.25% 4.50% 4.75% 5.00% 13.50% 7.0x 7.2x 7.3x 7.5x 7.7x 14.25% 6.5 6.7 6.8 7.0 7.1 15.00% 6.1 6.2 6.3 6.5 6.6 15.75% 5.7 5.8 5.9 6.0 6.2 16.50% 5.4 5.5 5.6 5.7 5.8 WACC Source: Illustrative sensitivity scenario requested by Special Committee after discussion with management and advisors reflec ts illustrative adjustments to Arco projections per Arco management as of February 23, 2023 Note: Assumes BRL/USD spot exchange rate of 5.19 as of 2/17/23 Note: Illustrative analysis assumes a 12/31/22 transaction date and reflects 12/31/22 balance sheet figures provided by manag eme nt Note: Assumes D&A equal to CapEx and a 34% tax rate in the terminal year 11

 

 

Preliminary Draft – Confidential Project Achieve TEV / '22E EBITDA TEV / '23E EBITDA TEV / '22E EBITDA - CapEx TEV / '23E EBITDA - CapEx 8.5x 28.1x 20.3x 23.5x 9.3x 10.9x 8.7x 7.8x 7.5x 9.0x 7.0x 7.1x 4.7x 6.4x 25.5x 17.4x 20.9x 9.7x 9.5x 8.6x 8.6x 7.6x 7.7x 6.1x 6.2x 4.3x 25.0x 36.5x 24.1x 24.4x 13.9x 15.2x 13.5x 13.5x 11.9x 15.3x 10.8x 10.4x 7.1x 8.8x 33.6x 22.0x 21.9x 10.8x 12.5x 12.5x 12.5x 12.5x 15.4x 9.5x 8.0x 6.4x Preliminary Public Company Trading Analysis Ed. Tech. LatAm Ed. Services Publishers Max Mean Median Min Max Mean Median Min Max Mean Median Min Reflects only Pearson due to absence of estimates for John Wiley and Scholastic Source: FactSet (2/17/23), Company filings, press releases 12

 

 

Preliminary Draft – Confidential Project Achieve Preliminary Precedent Transaction Analysis (US$ in millions) Ed. Tech. Publishers LatAm Ed. Services Aug-22 Aug-21 Oct-18 Jun-22 Dec-18 Feb-22 Feb-19 Jun-21 Feb-21 Mar-21 May-19 $3,375 $5,295 $725 $200 $314 $2,666 $250 $4,500 $113 $141 $414 20.6x 19.3x 14.4x 8.0x 7.0x 14.4x 9.9x 9.7x 9.2x 9.7x 17.5x 12.5x 12.0x 12.5x Source: Company filings, press releases Note: Non - US transaction values converted into USD based on the spot rate at the time the transaction was announced 1. Reflects 2022E EBITDA multiple; estimate based on 2023E mgmt. guidance of revenue growth and EBITDA margin; TEV is net of ta x benefit 2. Reflects Adj. EBITDA, calculated as EBITDA plus deferred revenue less deferred costs 3. Reflects Adj. EBITDA from continuing operations 4. Calculated using FY2018 adjusted EBITDA 1 4 Ann. Date TEV Target Acquiror 2 3 K12 Courseware COC 13

 

 

Preliminary Draft – Confidential IV. Potential Alternatives and Next Steps

 

 

Preliminary Draft – Confidential Project Achieve Next Steps: Potential Responses to General Atlantic / Dragoneer Proposal Focus Areas ■ Response formulation ■ Framework for any potential process (due diligence, other potentially interested parties, etc.) ■ Analyze founder dynamics and General Atlantic / Dragoneer existing investment ■ When / if to provide access to additional data and / or management for further due diligence ■ Consider alternative counterparties ■ Prepare for 4Q 2022 earnings and potential market reaction Potential Response Considerations ■ Makes clear that current offer is not in a range that would be acceptable ■ If they revert with improved offer, Options 2 and 3 are still available to further negotiate/improve offer ■ No invitation to submit revised proposal potentially increases the risk of escalation Option 1: Reject Proposal Without Clear Path to Engagement Option 2: Qualified Engagement without Price Guidance “The Special Committee has concluded that your proposal does not form the basis for further discussion” “The Special Committee believes your proposal does not adequately value Arco” “However, we would be willing to provide limited additional data to help you see more value” ■ Provide limited value - related due diligence (e.g. long - term projections) ■ Could lose leverage for a price increase, absent parallel market check with other potential counterparties ■ Signaling effect with regard to current offer price Option 3: Qualified Engagement with Price Guidance “The Special Committee believes your proposal does not adequately value Arco” “If you were to provide a revised proposal at a price of at least $[X], we would be willing to provide additional information to help you see more value” ■ Same as Option 2 ■ Additionally, communicating a specific price may accelerate process timing, but may limit upside ■ If a price is articulated by Arco, consider potential steps if General Atlantic / Dragoneer counters with a lower price ■ May be premature before further engagement with Options 1 or 2 14

 

 

Preliminary Draft – Confidential Project Achieve Illustrative Potential Counterparties Financial Counterparties 15 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

 

 

Preliminary Draft – Confidential Project Achieve ■ February 28: - Arco SC meeting ■ March 1 – March 15: - Provide feedback to General Atlantic / Dragoneer - Depending on response, finalize NDA and provide limited due diligence access - Conduct shareholder listening tour in parallel ■ March 15 – April 14: - If General Atlantic / Dragoneer engagement is constructive, facilitate additional due diligence access - Management discussions, full data room review, functional calls - Call additional potential buyers if General Atlantic / Dragoneer engagement is constructive - Collect indications of interest - Negotiate NDAs - Facilitate due diligence, including management discussions, full data room review and functional calls ■ April 17 – May 5: - Non - binding proposal f rom General Atlantic / Dragoneer - Negotiation on price, as appropriate - Enter into negotiations on definitive documentation - Non - binding proposal(s) (late in the week) - Negotiation on price, as applicable - Enter into negotiations on definitive documentation ■ Week of May 8: - Announce transaction as appropriate - Announce transaction as appropriate Illustrative Strawman Timeline and Preparation Considerations Key Diligence Items Business due diligence Virtual data room Financial forecasts Management discussions Functional calls, as appropriate 4Q 2022 results Legal documentation Finalize NDA Definitive documentation General Atlantic / Dragoneer Timeline Other Potential Counterparties Timeline Feb. 28 : Special Committee Meeting Mar. 21 : 4Q 2022 Earnings (Projected) FEBRUARY S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MARCH S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 APRIL S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 16

 

 

Preliminary Draft – Confidential Appendix

 

 

Preliminary Draft – Confidential A. Additional Analyses

 

 

Preliminary Draft – Confidential Project Achieve Preliminary Premiums Paid Analysis % Premium Prior to Announcement Date 1 Day 4 Weeks 55% 44% 36% 19% 75 th Percentile Mean Median 25 th Percentile 66% 51% 36% 25% Source: Thomson Reuters SDC (2/17/23), FactSet (2/17/23) Note: Includes all - cash transactions announced since 1/1/2018 with equity value between $500mm - $3bn involving a target in the Am ericas, where 100% of target’s shares were acquired. Excludes FIG, real estate and energy industries 17

 

 

Preliminary Draft – Confidential Project Achieve Firm Latest Target Date Price Target Time Period Rating Price Target 12/22/22 12 month Overweight 12/1/22 12 month Neutral 12/27/22 12 month Neutral 12/2/22 12-18 month Overweight 12/1/22 12 month Outperform 12/1/22 12 month Buy $18.50 $18.00 $18.00 $17.00 $17.00 $17.00 Analyst Price Targets and Ratings Source: Wall street research (US$) 18

 

 

Preliminary Draft – Confidential Project Achieve Preliminary WACC Analysis Cost of Equity and WACC Calculation Sensitivity Analysis – WACC and Cost of Equity Market Risk Premium: Historical Market Risk Premium: Supply Side Arco Vasta Ed. Tech. Publishers LatAm Ed. Services Arco Vasta Ed. Tech. Publishers LatAm Ed. Services Risk Free Rate 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% Unlevered Beta 0.84 0.60 1.02 0.79 0.79 0.84 0.60 1.02 0.79 0.79 Debt / Equity Ratio 46.5% 46.4% 12.7% 17.9% 73.1% 46.5% 46.4% 12.7% 17.9% 73.1% Tax Rate 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% Levered Beta 1.09 0.79 1.11 0.88 1.17 1.09 0.79 1.11 0.88 1.17 Market Risk Premium 7.2% 7.2% 7.2% 7.2% 7.2% 6.4% 6.4% 6.4% 6.4% 6.4% Size Premium 1.4% 1.4% 1.4% 1.4% 1.4% 1.4% 1.4% 1.4% 1.4% 1.4% Country Risk Premium 2.6% 2.6% 2.6% 2.6% 2.6% 2.6% 2.6% 2.6% 2.6% 2.6% Cost of Equity (Pre-Inflation) 15.8% 13.6% 15.9% 14.3% 16.4% 14.9% 13.0% 15.0% 13.6% 15.4% Long-Term Inflation (US) 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% Long-Term Inflation (Brazil) 3.6% 3.6% 3.6% 3.6% 3.6% 3.6% 3.6% 3.6% 3.6% 3.6% Cost of Equity 17.6% 15.4% 17.7% 16.1% 18.2% 16.7% 14.8% 16.8% 15.4% 17.2% After-tax Cost of Debt 10.5% 10.5% 10.5% 10.5% 10.5% 10.5% 10.5% 10.5% 10.5% 10.5% Equity to Total Cap. 68.3% 68.3% 88.8% 84.8% 57.8% 68.3% 68.3% 88.8% 84.8% 57.8% WACC 15.4% 13.9% 16.9% 15.3% 14.9% 14.8% 13.4% 16.1% 14.6% 14.4% Source: Bloomberg (2/17/23), FactSet (2/17/23), Company filings 1. 20 - Yr US Treasury Bond Yield 2. Unlevered Beta = Adjusted Beta / (1 + (1 - Tax Rate) * (Debt / Equity)) 3. Excl udes future payouts agreed to as part of prior acquisition agreements 4. Tax rate per Arco management 5. Levered Beta = Unlevered Beta * (1 + (1 - Tax Rate) * (Debt / Equity)) 6. Per 2023 Kroll Cost of Capital Calculator 7. Per 2023 Kroll Cost of Capital Calculator 8. Reflects EMBI+ Risco - Brasil index as of 2/17/23 9. Federal Reserve long - term inflation target 10. Brazilian Central Bank – Expectations System 11. CoE = (1 + (Risk Free Rate + (Market Risk Premium * Levered Beta) + Size Premium + Country Risk Premium) * (1 + Brazil Long - Term Inflation) / (1 + US Long - Term Inflation) – 1 12. WACC = CoE * Equity to Total Cap. + After - tax Cost of Debt * (1 - Equity to Total Cap) CoE - Historical Premium CoE - Supply Side Premium Debt / Equity Ratio Debt / Equity Ratio 25.0% 50.0% 75.0% 0.60 14.8% 15.5% 16.2% 0.80 16.5% 17.4% 18.4% 1.00 18.2% 19.4% 20.6% Unlevered Beta WACC - Supply Side Premium Debt / Equity Ratio 25.0% 50.0% 75.0% 0.60 13.4% 13.4% 13.3% 0.80 14.6% 14.5% 14.4% 1.00 15.9% 15.7% 15.5% Unlevered Beta CoE - Supply Side Premium Debt / Equity Ratio 25.0% 50.0% 75.0% 0.60 14.2% 14.8% 15.5% 0.80 15.7% 16.5% 17.4% 1.00 17.2% 18.2% 19.3% Unlevered Beta WACC - Historical Premium WACC - Supply Side Premium Debt / Equity Ratio Debt / Equity Ratio 25.0% 50.0% 75.0% 0.60 13.9% 13.8% 13.8% 0.80 15.3% 15.1% 15.0% 1.00 16.6% 16.4% 16.3% Unlevered Beta 1 2 5 6 7 8 9 10 4 11 12 3 19

 

 

Preliminary Draft – Confidential Project Achieve Preliminary Peer Set Beta Benchmarking Source: Bloomberg (2/17/23), FactSet (2/17/23), Company filings Note: Assumes BRL/USD spot exchange rate of 5.19 as of 2/17/23 1. Excludes future payouts agreed to as part of prior acquisition agreements 2. Adjusted Beta = (2/3)*Raw Beta + (1/3)* 1 3. Unlevered Beta = Adjusted Beta / (1 + (1 - Tax Rate) * (Debt / Equity)) Company MEV TEV Total Debt Adjusted Beta Unlevered Beta Total Debt / Equity Arco $863 $1,403 $401 1.09 0.84 46.5% Vasta $337 $536 $156 0.79 0.60 46.4% Education Technology PowerSchool $4,920 $5,526 $744 1.24 1.11 15.1% Instructure 3,919 4,229 496 0.97 0.88 12.7% Duolingo 4,357 3,757 - 1.02 1.02 - Chegg 2,223 2,366 1,200 1.06 0.76 54.0% Coursera 2,341 1,561 - 1.35 1.35 - 2U 806 1,575 936 1.56 0.84 116.1% Kahoot 948 850 - 1.07 1.07 - Mean 1.18 1.01 28.3% Median 1.07 1.02 12.7% Publishers Pearson 7,958 9,033 1,425 0.79 0.70 17.9% John Wiley & Sons 2,598 3,543 1,064 1.03 0.79 40.9% Scholastic 1,642 1,359 - 1.14 1.14 - Mean 0.99 0.88 19.6% Median 1.03 0.79 17.9% LatAm Ed. Services Cogna $803 $2,196 $986 1.09 0.60 122.7% Laureate 1,783 1,971 125 1.14 1.08 7.0% Afya 1,197 1,611 282 1.13 0.97 23.6% YDUQS 460 1,284 794 1.23 0.57 172.5% Mean 1.15 0.81 81.4% Median 1.13 0.79 73.1% (US$ in millions) 3 j 2 1 1 20

 

 

Preliminary Draft – Confidential Project Achieve 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Terminal Revenue $1,929 $2,436 $2,999 $3,612 $4,310 $5,050 $5,763 $6,526 $7,388 $8,202 $8,972 $9,661 $9,661 % Growth 51% 26% 23% 20% 19% 17% 14% 13% 13% 11% 9% 8% Adj. EBITDA $539 $736 $950 $1,208 $1,498 $1,821 $2,122 $2,433 $2,784 $3,117 $3,409 $3,671 $3,671 % Margin 28% 30% 32% 33% 35% 36% 37% 37% 38% 38% 38% 38% 38% CapEx $247 $224 $234 $259 $276 $311 $340 $383 $432 $468 $512 $551 $551 % of Revenue 13% 9% 8% 7% 6% 6% 6% 6% 6% 6% 6% 6% 6% Adj. EBITDA - CapEx $292 $513 $716 $949 $1,222 $1,510 $1,782 $2,050 $2,352 $2,649 $2,898 $3,120 $3,120 % Margin 15% 21% 24% 26% 28% 30% 31% 31% 32% 32% 32% 32% 32% Memo: Unlevered Free Cash Flow NOPAT $271 $406 $559 $651 $764 $892 $1,024 $1,166 $1,792 $1,960 $2,111 $2,002 (+) D&A 372 443 532 629 737 841 956 1,103 328 359 386 551 (-) CapEx (224) (234) (259) (276) (311) (340) (383) (432) (468) (512) (551) (551) (-) Capital Allocation - Credit (Isaac) (27) (51) (84) (42) (12) (51) (65) 51 45 50 55 - (-) Change in NWC (221) (241) (273) (316) (381) (430) (481) (539) (407) (385) (345) (202) Unlevered Free Cash Flow $172 $324 $474 $646 $796 $913 $1,051 $1,348 $1,290 $1,472 $1,656 $1,800 % Conversion 23% 34% 39% 43% 44% 43% 43% 48% 41% 43% 45% 49% Summary of Illustrative Sensitivity Scenario Source: Illustrative sensitivity scenario requested by Special Committee after discussion with management and advisors reflec ts illustrative adjustments to Arco projections per Arco management as of February 23, 2023; Arco historical financials per Arco management 1. 2022 financials and metrics are unaudited, subject to change and illustratively include Isaac as if the acquisition occurred on January 1, 2022 2. Terminal year assumes revenue, adjusted EBITDA and capital expenditures equal 2033E, depreciation & amortization equal capita l e xpenditures and Capital Allocation – Credit (Isaac) is $0 per management 3. NOPAT stands for Net Operating Profit After Tax 4. Cash outflow / inflow associated with Isaac using capital to fund credit 5. Terminal year change in net working capital calculated as 2033E change in working capital per % of revenue growth multiplied by perpetuity growth rate 6. Illustratively treats all stock - based compensation as a cash expense 6 1 (R$ in millions, "$" symbol indicates R$ throughout) 2 5 21 3 4

 

 

Preliminary Draft – Confidential Project Achieve Share Market Price Equity TEV / Revenue TEV / EBITDA TEV / EBITDA - CapEx Revenue Growth EBITDA Margin Revenue Company 2/17/23 Value TEV 2022E 2023E 2022E 2023E 2022E 2023E 2022E 2023E 2022E 2023E Arco (Mgmt. Projections) $12.53 $863 $1,403 3.8x 3.0x 13.5x 9.9x 25.0x 14.2x 34% 26% 28% 30% Arco (Consensus) 12.53 863 1,403 4.2 3.1 11.6 9.7 16.2 13.6 34% 38% 36% 32% Vasta $4.07 $337 $536 2.3x 1.9x 8.5x 6.4x 25.0x 8.8x 20% 20% 27% 29% Education Technology PowerSchool $23.68 $4,920 $5,526 8.8x 7.9x 28.1x 25.5x 36.5x 33.6x 13% 10% 31% 31% Instructure 26.52 3,919 4,229 8.9 8.1 23.5 20.9 24.4 21.6 17% 10% 38% 39% Duolingo 91.34 4,357 3,757 10.3 8.2 nm nm nm nm 46% 26% 2% 5% Chegg 16.36 2,223 2,366 3.1 3.1 9.3 9.7 16.0 21.9 (7%) (2%) 33% 32% 2U 9.41 806 1,575 1.6 1.6 12.6 10.0 13.9 10.8 (2%) 3% 13% 16% Coursera 13.11 2,341 1,561 3.0 2.6 nm nm nm nm 26% 15% na na Kahoot 1.89 948 850 5.8 4.8 28.0 21.0 29.5 22.1 21% 21% 21% 23% Mean 5.9x 5.2x 20.3x 17.4x 24.1x 22.0x 16% 12% 23% 24% Median 5.8x 4.8x 23.5x 20.9x 24.4x 21.9x 17% 10% 26% 27% Publishers Pearson $11.01 $7,958 $9,033 2.0x 1.9x 10.9x 9.5x 15.2x 12.5x 5% 8% 19% 20% John Wiley & Sons 45.28 2,598 3,543 1.7 1.7 7.8 7.6 na na 0% 1% 22% 23% Scholastic 45.83 1,642 1,359 0.8 na 7.5 na 11.9 na 17% na 11% na Mean 1.5x 1.8x 8.7x 8.6x 13.5x 12.5x 7% 4% 17% 21% Median 1.7x 1.8x 7.8x 8.6x 13.5x 12.5x 5% 4% 19% 21% LatAm Education Services Cogna $0.42 $803 $2,196 2.3x 2.1x 8.2x 7.0x 12.6x 9.6x (6%) 12% 28% 29% Laureate 10.76 1,783 1,971 1.6 1.5 6.0 5.3 7.1 6.4 13% 9% 27% 27% Afya 13.11 1,197 1,611 3.6 3.1 9.0 7.7 15.3 15.4 16% 16% 40% 40% YDUQS 1.56 460 1,284 1.5 1.4 4.7 4.3 8.2 6.5 5% 7% 31% 32% Mean 2.2x 2.0x 7.0x 6.1x 10.8x 9.5x 7% 11% 31% 32% Median 2.0x 1.8x 7.1x 6.2x 10.4x 8.0x 9% 11% 29% 31% Preliminary Public Trading Company Analysis (US$ in millions, except per - share values) Source: Arco projections per Arco management, FactSet (2/17/23), Company filings, press releases Note: Assumes BRL/USD spot exchange rate of 5.19 as of 2/17/23 Note: Arco 2022 financials and metrics are unaudited, subject to change and illustratively include Isaac as if the acquisitio n o ccurred on January 1, 2022 1. Reflect 2022 cycle reported organic growth 2. Pro forma for Chegg’s acquisition of Busuu 3. Pro forma for 2U’s acquisition of edX 4. Pro forma revenue growth per management 5. Reflects Pearson’s reported underlying revenue growth, which excludes currency movements and portfolio changes 6. 9M organic YoY % growth 1 6 3 4 5 2 1 1 22

 

 

Preliminary Draft – Confidential B. Proposal Summary

 

 

Preliminary Draft – Confidential Project Achieve Summary of General Atlantic / Dragoneer Proposal On November 30, 2022, Arco Platform Limited (NASDAQ: ARCE) (“Arco” or the “Company”) announced the receipt of a non - binding proposal from General Atlantic L.P. and Dragoneer Investment Group, LLC (the “Bidders”) to acquire all outstanding Class A shares not held by the Bidders or Oto Brasil de Sá Cavalcante and Ari de Sá Cavalcante Neto (the “Controlling Shareholders”) Bidders collectively own 22% of Class A shares, or 9% of all common shares outstanding, and are holders of the US$150 million Convertible Notes due November 2028 (on an as - converted basis, class A ownership of 32%) Preliminary Non - Binding Proposal Terms: US$11.00 per share Implied ~22% premium (based on closing price of US$9.04 on November 30, 2022) Implied transaction value 1 of ~US$1.3bn Implied multiple of ~9.1x ’23E EBITDA 1 Equity roll or cash consideration financed by the Bidders The Controlling Shareholders support the proposal and would roll 100% of their Class A and Class B shares Controlling Shareholders own 1% of Class A shares and 100% of the high - voting Class B shares (or 42% of all common shares outstanding) and have 88% voting control, and would maintain the same economic and voting interest in the Company Controlling Shareholders signed an exclusivity agreement with the Bidders and do not intend to pursue a transaction with any third party Source: Arco filings, Arco Management, Arco projections per Arco management, Refinitiv Eikon Note: Ownership data based on 38.526 million Class A shares and 27.401 million Class B basic shares outstanding as of 12/31/2 2 p ro forma for Isaac; as - converted basis assumes conversion into 5.172 million Class A shares. Voting control assumes 10 votes per Class B share 1. Based on 12/31 balance sheet and 2023E adj. EBITDA per Arco management 23