Pearson plc (LON:PSON) has announced that it has agreed to sell Pearson Online Learning Services (POLS) to Regent, a global private equity firm focused on acquiring businesses and deploying its strategic and operational expertise to fuel growth and innovation. The sale of this business concludes the strategic review and 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 (pro-rated where only a portion of a calendar year falls within the period). Pearson will not share in any loss making periods;
· 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 transaction1.
When received, the proceeds of this transaction will be used for general corporate purposes within Pearson’s capital allocation framework.
The POLS business had gross assets of £113m and net assets of £78m as at 31 December 20222. The business, which excludes Pearson’s contract with ASU, generated £155m of revenue and £26m of adjusted operating losses in 2022 with around £5m of stranded costs, which have now been eliminated. Statutory losses before tax, which include restructuring, intangible and finance charges, were £52m in 2022. 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.
Morgan Stanley acted as financial adviser and Freshfields Bruckhaus Deringer acted as legal adviser to Pearson on this transaction.
Notes
The disposal constitutes a Class 2 transaction for the purposes of the Listing Rules
(1) The aggregate consideration receivable has been capped at 24.99% of Pearson’s market capitalisation as at 20 March 2023 and, accordingly, the transaction does not require approval of Pearson shareholders
(2) Gross asset value and net asset value figures for POLS are unaudited as at 31 December 2022
