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Simpson Thacher represented Crescera Growth Capital Master V Fundo de Investimento em Participações Multiestratégia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participações Multiestratégia (together, “Crescera”) in connection with their private investment in Vitru Limited (“Vitru”), a NASDAQ-listed company, pursuant to which Crescera has agreed to subscribe for 3,636,363 new common shares to be issued by Vitru for a total consideration of R$300 million, equivalent to approximately US$56 million based on exchange rate as of September 27, 2022. The investment by Crescera is expected to close in the fourth quarter of 2022, and is subject to customary closing conditions.

As part of its investment, Crescera also has the option to acquire additional common shares not subscribed for by Vitru’s minority shareholders in a proposed rights offering to be launched by Vitru, for up to a maximum amount equivalent to R$100 million less the total amount received by Vitru from subscriptions of new common shares by minority shareholders pursuant to the rights offering. The total amount expected to be raised in the proposed rights offering (including Crescera’s potential additional investment) is between R$100 million and R$125 million, equivalent to approximately US$19 million and US$23 million based on exchange rate as of September 27, 2022. Following the closing of the investment by Crescera and the rights offering, Crescera’s equity stake in Vitru is expected to range between 10.2% and 13.7% of Vitru’s outstanding common shares, depending on whether Crescera exercises its option and on the amount raised in the rights offering.

Vitru intends to use the proceeds from the Crescera investment and the rights offering mostly for the repayment of existing indebtedness.

Vitru is the largest private digital education institute in Brazil and reference in on-campus teaching and medicine, providing a complete pedagogical system focused on a hybrid digital education experience for undergraduates and continuing education students.

The Simpson Thacher team was led by Partners Grenfel S. Calheiros and Paulo F. Cardoso and included Associate Raissa Fini (Corporate).