2U,INC. (NASDAQ:TWOU) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k

7 years ago

2U,INC. (NASDAQ:TWOU) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 the completion of the Company’s acquisition, through its wholly owned subsidiary, of all of the outstanding equity interests of Get Educated International Proprietary Limited (“GetSmarter”), resulting in GetSmarter becoming an indirect wholly owned subsidiary of the Company (the “GetSmarter Acquisition”). This amendment to the Form8-K is filed to provide the financial statements, and the related notes thereto, of GetSmarter and the pro forma financial information of the Company as required by Item 9.01.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired

Condensed consolidated audited financial statements of GetSmarter and its subsidiaries as of and for the years ended December31, 2016 and 2015, and the related notes thereto, are attached hereto as Exhibit99.1 and incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company, as of and for the year ended December31, 2016, and for the six months ended June30, 2017, giving effect to the GetSmarter Acquisition, are attached hereto as Exhibit99.2 and incorporated herein by reference.

(d) Exhibits

ExhibitNumber	ExhibitDescription
2.1	Share Sale Agreement, by and among a wholly owned subsidiary of 2U,Inc., K2017143886 South Africa Proprietary Limited, GetSmarter, the shareholders of GetSmarter, and Samuel Edward Paddock, as the Seller’s Representative (incorporated by reference to Exhibit2.1 to the Company’s Quarterly Report on Form10-Q filed on May4, 2017).
2.2	Addendum to the Share Sale Agreement, by and among a wholly owned subsidiary of 2U,Inc., K2017143886 South Africa Proprietary Limited, GetSmarter, the shareholders of GetSmarter, and Samuel Edward Paddock, as the Seller’s Representative (incorporated by reference to Exhibit2.1 to the Company’s Current Report on Form8-K filed on July3, 2017).
23.1	Consent of Grant Thornton LLP, independent auditors for GetSmarter, dated August7, 2017.
99.1	Condensed consolidated audited financial statements of GetSmarter and its subsidiaries as of and for the years ended December31, 2016 and 2015, and the related notes thereto.
99.2	Unaudited pro forma condensed combined financial information of the Company, as of and for the year ended December31, 2016, and for the six months ended June30, 2017.

2U, Inc. ExhibitEX-23.1 2 a17-18963_1ex23d1.htm EX-23.1 EXHIBIT 23.1 Consent of Independent Certified Public Accountants We have issued our report dated July 14,…To view the full exhibit click here
About 2U,INC. (NASDAQ:TWOU)
2U, Inc. is a provider of an integrated solution consisting of cloud-based software-as-a-service (SaaS) combined with technology-enabled services (together, the Platform) that allows colleges and universities to deliver online degree programs. The Company’s SaaS technology consists of an online learning environment, Online Campus, which acts as the hub for student and faculty academic and social interaction, and operations applications. The Company also provides technology-enabled services that support the complete lifecycle of a higher education program. Its clients use the Online Campus portion of its Platform to offer educational content, instructor-led classes averaging over 10 students per session in a live setting, accessible through Web-based and mobile applications. Its clients use the operations applications within its Platform to enable and support their online operations, and integrate those operations with their existing university systems.