LONDON, UK: Pearson Plc has agreed to sell Pearson Online Learning Services (POLS) to Regent LP, a global private equity firm focused on acquiring businesses and deploying its strategic and operational expertise to fuel growth and innovation.

In August 2022, Pearson plc, the world’s leading learning company, announced a strategic review of its international Online Program Management (OPM) business, Pearson Online Learning Services (POLS).

The sale of this business concludes the strategic review and demonstrates further progress in reshaping Pearson’s portfolio towards future growth opportunities centered on 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 transaction.

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.

Regent is a global private equity firm focused on acquiring businesses and deploying its strategic and operational expertise to fuel growth and innovation. Since its inception, Regent has acquired businesses from leading Fortune 500 and large-cap companies including Caterpillar, Arcelor Mittal, eBay, Ralph Lauren, Hanes Brands, Tegna, L Brands and Hain Celestial among others. Regent’s portfolio includes companies in the media, technology, industrial and retail sectors across Europe, Asia and the Americas.