Tarpon Buys 20% Stake in Abril Educacao for $298 Million

Abril Educacao SA, a Brazilian education company, jumped the most since 2011 after saying its controlling shareholders agreed to sell a stake to Tarpon Gestora de Recursos SA for as much as 676 million reais ($298 million).

Abrilpar Participacoes Ltda. and the Civita family agreed to sell 32.9 million ordinary shares and 19.1 million preferred shares to Thunnus Participacoes SA, which is controlled by Tarpon-managed funds, Abril said in a regulatory filing today. The shares are being sold for 11.67 reais apiece, plus a so-called earn-out of an additional 1.33 reais each if certain cash flow targets are met in 2015 and 2016.

The company’s Sao Paulo-traded units, which include one ordinary share are two preferred shares, rallied 8.4 percent to 34.70 reais at the close of trading. Even with the advance, the biggest one-day surge since Sept. 2011, the price is below the 35 reais per unit Tarpon is paying. Trading volume was 7.4 times the three-month average today.

“This is a win-win deal,” Vitor Sousa, an analyst at Corporativo GBM SAB, said in a telephone interview from Sao Paulo. “It gives a good value indication to shareholders, and you get a very experienced player coming into the company with a relevant stake. It will be good for both companies.”

Brazilian education companies have lured the interest of private-equity funds as an expanding middle class increases demand for higher education. In the case of Abril, firms including KKR & Co., Carlyle Group LP and Apax Partners LLP had been in talks to buy a stake in the company, two people involved in the negotiations told Bloomberg in February.

‘Educational Gap’

“Education has a very clear upside in Brazil,” Sousa said. He has a price estimate of 40.40 reais for the units, with a recommendation which is equivalent of buy. “We have an educational gap both in quantity and quality.”

Tarpon, which will own 24.2 percent of the voting capital and 19.9 percent of Abril’s total capital, will have the right to name three members to the board of directors. Abril Chief Executive Officer Manoel Amorim will step down after the transaction is concluded and be replaced by Mario Ghio, according to the filing.

The share price corresponds to as much as 39 reais per trading unit, including the earn-out, Abril said. The per-unit sale price represents a premium of as much as 22 percent based on yesterday’s closing price.

Stock Performance

Abril, which started as a textbook publisher and now offers primary, secondary and pre-university courses, has risen 3.9 percent so far this year. That compares with a 36 percent advance for Estacio Participacoes SA, an 13 percent gain for Anhanguera Educacional Participacoes SA and a 49 percent jump in Kroton Educacional SA.

The deal with Tarpon should help boost Abril’s shares, according to GBM’s Sousa.

Banco Itau BBA SA and Grupo BTG Pactual advised Abril on the deal, according to the filing. Abrilpar Participacoes SA, the Civita family’s holding company, said in a Feb. 11 regulatory filing that it hired both banks to “analyze strategic opportunities” including changes of control.

Before it's here, it's on the Bloomberg Terminal.