Nord Anglia Education Completes Acquisition of Six Schools from Meritas

HONG KONG, June 25, 2015 /PRNewswire/ -- Nord Anglia Education, Inc. (NYSE: NORD), the world's leading operator of premium schools, is pleased to announce that today it completed its acquisition of six schools from Meritas, LLC and certain affiliates for net cash consideration of $534 million.  In addition, $25 million of deferred consideration is expected to be paid in October 2015. 

"We are delighted to welcome the students, parents and employees of Meritas to Nord Anglia Education," said Andrew Fitzmaurice, CEO, Nord Anglia Education. "We believe that the six schools are a significant addition to our family, which now includes 41 schools educating over 32,000 students worldwide. In addition to strengthening our presence in key markets, the acquisition also enhances our educational offering to include the American curriculum and expanded boarding provision. We will continue to capitalize on our market-leading position to create unique learning opportunities to benefit our students and staff."

Key attributes of the acquisition:

• Six premium schools located in North America, Europe and China
• 8,083 full-time equivalent students ("FTEs") as of May 1, 2015
• 11,380 seats of total capacity as of May 1, 2015
• $26,900 average revenue per FTE for the fiscal year ended June 30, 2014
• Improves the balance among our geographic regions
• Strengthens our boarding offering
• Expands our educational offering to include American curriculum

Nord Anglia Education funded the acquisition through a combination of net proceeds from an ordinary shares offering, incremental borrowings under its secured term loan facility, and new senior secured notes issuance as follows:

• On June 16, 2015, the company completed a public offering of 5,260,000 ordinary shares at $24 per share.
• On June 25, 2015, the company incurred incremental loans of $240 million under its secured term loan facility. The secured term loans bear interest based on LIBOR (subject to a 1.00% interest rate floor) plus a margin percentage of 4.00% per annum, with one step down to 3.75% per annum subject to total net leverage ratio meeting a specified threshold. 
• On June 25, 2015, Nord Anglia Education issued CHF200 million in aggregate principal amount of 5.750% senior secured notes due 2022. The notes were sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933.  The notes have not been registered under the Securities Act or any securities laws of any jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.  The notes and the secured term loans are guaranteed by Nord Anglia Education, Inc. and certain of its subsidiaries and are secured by collateral primarily consisting of share pledges and security interests in assets of certain subsidiaries.  The collateral is shared between holders of the notes and lenders under Nord Anglia Education's secured term loan facility on an equal and ratable basis.

Nord Anglia Education intends to provide updated fiscal 2015 guidance to reflect the impact of the Meritas acquisition and related financings when it reports its results for the third quarter of fiscal 2015 on July 14, 2015.

Forward-Looking Statements

This press release includes statements that express our current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward looking statements."  These forward looking statements can generally be identified by the use of forward-looking terminology, including the terms "believe," "expect," "may," "will," "should," "seek," "project," "approximately," "intend," "plan," "estimate" or "anticipate," or, in each case, their negatives or other variations or comparable terminology.  These forward-looking statements include all matters that are not historical facts.  They appear in a number of places throughout this press release and include statements regarding our intentions, beliefs or current expectations concerning among other things, our results of operations, financial condition, liquidity, prospects, growth strategies and the industry in which we operate.

By their nature, forward-looking statements relate to events that involve risks and uncertainties or that depend on circumstances that may or may not occur in the future.  We believe that these risks and uncertainties include, but are not limited to, those under "Risk Factors" in our most recent Annual Report on Form 20-F filed with the SEC.

Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results may differ materially from those made in or suggested by the forward-looking statements contained in this press release.  Any forward-looking statement that we make in this press release speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

About Nord Anglia Education, Inc.

Nord Anglia Education is the world's leading international operator of premium schools, serving students from kindergarten through the end of secondary school (K-12).  We teach over 32,000 students at our 41 premium schools in China, Europe, the Middle East and Southeast Asia and North America.  We primarily operate in geographic markets with high foreign direct investment, large expatriate populations and rising disposable income.  We believe that these factors contribute to high demand for premium schools and strong growth in our business.  Nord Anglia Education is headquartered in Hong Kong.  Our website is www.nordangliaeducation.com.

For further information, please contact:

Investors:

Vanessa Cardonnel
Corporate Finance and Investor Relations Director - Nord Anglia Education
Tel: +852 3951 1130
Email: [email protected]

Kevin Doherty
Managing Director, Investor Relations - Solebury Communications Group LLC
Tel: +1 203 428 3233
Email: [email protected]

Media:

Sarah Doyle
Head of Brand - Nord Anglia Education
Tel: +852 3951 1144
Email: [email protected]

SOURCE Nord Anglia Education, Inc.

Related Links

http://www.nordangliaeducation.com