204Freshfields is advising Pearson plc, the world’s leading learning company, on the sale of its international Online Program Management business, Pearson Online Learning Services (POLS), to private equity firm Regent LP. The sale of POLS concludes Pearson’s strategic review of POLS announced in August 2022. The consideration is deferred and comprises: (a) annual payments equal to 27.5% of POLS positive adjusted EBITDA for a six-year period following the closing of the transaction and (b) further contingent payment(s) equal to 27.5% of proceeds received in relation to any monetization event of POLS following the closing of the transaction.
Freshfields is acting as global deal counsel to Pearson, led out of our New York office by M&A Partner Paul Tiger, as well as Counsel Oliver Board and Associates Brayden Koslowsky and Chinyere Obi; executive compensation and employees benefits Partner Nicole Foster, Senior Associate Andrew Herman and Associate Brian Chung; IP/tech transactions Partner Mena Kaplan, Senior Associate Daniel Spencer and Associate Chandler Gerard-Reimer; tax Partner Claude Stansbury and Counsel Dennis Caracristi; and antitrust Partner Mary Lehner and Senior Associate Elizabeth Giordano. UK corporate law advice is being provided by Partner Ziyad Nassif and Associates Katie Stenstrom and Sunil Popat. Partner Paul Davison and Associate Francesco Palma are advising on UK tax matters. Partner Giles Pratt and Associate Cameron Skinner are providing advice on UK data regulation and cyber security. Partner Alice Greenwell and Associates Charles Smye and Rebecca Zech are advising on UK executive compensation and employee benefits. UK and European antitrust advice is being provided by Partner Alastair Chapman and Associates Yannis Karakitsios and Dwayne Thompson.
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