Khaitan & Co advises upGrad Education Private Limited in relation to acquisition of 76% share capital of Harappa Learning Private Limited

DEAL DETAILS

UpGrad Education Private Limited | Acquisition of Harappa Learning Private Limited

NO

HEADINGS

DETAILS

1. Sector Education Services
2.

Announcement Date

22-Jul-2022

3.

Completion Date

4.

Name of Client

upGrad Education Private Limited

5.

Acquirer Details

upGrad Education Private Limited | India

upGrad is in the business of facilitating higher education and industry relevant programs through a technology platform, and spans across segments like test prep to study abroad, and undergrad degrees to campus courses in 250 universities.

6.

Target Details

Harappa Learning Private Limited | India

Engaged in the business of training individuals for the development of cognitive social, emotional and behavioural competencies or other similar or complementary competencies by way of pedagogical and/ or assessment.

7.

Deal Description

Advised upGrad Education Private Limited in relation to: (a) acquisition of 76% share capital of Harappa Learning Private Limited, through secondary purchase from existing shareholders, as a combination of cash and share deal; and (b) terms and conditions for the subsequent merger of Harappa Learning Private Limited with and into upGrad Education Private Limited.

8.

Total Consideration

USD 390 million

9.

Team Members

The core team consisted of Monika Srivastava (Partner), Sanchit Agarwal (Partner), Nikita Bhuwania (Principal Associate), Prerna Kapur (Associate) with assistance from the following:

Assisted in the Intellectual Property Law aspects: Sourav Dan (Principal Associate), Rhea Ghanshani (Associate)

Assisted in the Employment Law aspects: Abhimanyu Pal (Principal Associate), Kruthi Murthy (Senior Associate)

Assisted in the legal due diligence of the Target: Jubin Jay (Associate), Manikya Manaswini (Associate), Shubhang Upadhyay (Associate)

10.

Role of Firm

The scope of work included advising on transaction structure, conducting a detailed legal due diligence, drafting, negotiation and finalization of transaction documents, including term sheet, share purchase, share swap and merger implementation agreement, employment agreements, etc. and assisting with signing and closing of the transaction.

11.

Financial Advisors

Transaction Square (for upGrad Education Private Limited)
Ernst & Young (for Harappa Learning Private Limited)
PricewaterhouseCoopers (for Bodhi Tree Systems VCC)

12.

Other legal advisors if any

Cyril Amarchand and Mangaldas (for Harappa Learning Private Limited)

AZB & Partners (for Bodhi Tree Systems VCC)

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