Arco Platform acquisition of isaac

Davis Polk is advising Arco Platform Limited in connection with its proposed acquisition of 75.1% of the share capital of INCO Limited (d/b/a isaac). The purchase price for the transaction will be paid in the form of Arco equity interests. Prior to the transaction, Arco already held 24.9% of the issued and outstanding equity interests of isaac. Isaac’s shareholders will receive approximately 10.4 million shares of Nasdaq-listed Arco, which will equal approximately 15.8% of issued and outstanding equity interests of Arco as of immediately after the closing of the transaction. After the closing of the transaction, isaac will become an operating unit of Arco and will continue to be led by CEO David Peixoto and CSO Ricardo Sales, founders of isaac.

Of the 10,436,201 shares that will be delivered to isaac shareholders, 1,047,142 will be Arco treasury shares, and 9,389,059 will be newly issued Arco shares. The transaction will result in a dilution of approximately 14.2% for current Arco shareholders.

Headquartered in São Paulo, Brazil, Arco provides technology-enabled learning solutions and educational content to private schools in Brazil. By delivering personalized learning experiences that improve the learning process, Arco’s products have helped thousands of students rewrite their futures. Founded in 2020, isaac provides a suite of financial and software products to K-12 educational institutions and serves over 850 schools and 280,000 students across Brazil.

The Davis Polk corporate team includes partner Manuel Garciadiaz and associates Dmitriy Molchanov and Alexandre Diniz. The executive compensation team includes partner Kyoko Takahashi Lin and associate Sheryl B. Bohan. Partner Pritesh P. Shah and associate Graham Duff are providing intellectual property advice. The tax team includes partner Mario J. Verdolini and associate Charles Collier. Members of the Davis Polk team are based in the New York and São Paulo offices.