Academic Portal: Online tool that allows managers access to general information to support coursework and monitor teachers and students, allowing professors to carry out and monitor academic activities.
Adjusted EBITDA: Adjusted EBITDA corresponds to the sum of EBITDA with financial income from fines and interest on monthly payments, non-recurring costs and expenses and total rents paid. According to CVM Instruction 527, the company can opt to disclose EBITDA excluding net results linked to discontinued operations, as provided by Technical Pronouncement CPC 31 – Non-Current Assets Held for Sale and Discontinued Operations, and adjusted for other items that provide information regarding potential for gross cash flow.
Affiliates: Regarding any person (a) members of the board of directors and executive officers; or (b) persons who are, directly or indirectly, controllers or controlled as per Article 116 of the Brazilian Corporation Law, or affiliates as per Article 243, paragraph 1 of the Brazilian Corporation Law of the former, or that are under common control.
ANBIMA Code: ANBIMA Code of Regulation and Best Practices for Associated Activities.
ANBIMA: ANBIMA – Brazilian Association of Financial and Capital Market Entities.
Annual admissions: Number of admissions approved by the regulatory body that the company can provide annually.
Biological Sciences: Field of science that studies living things in their diversity and interaction with the environment; theories related to Biology and the respective process of teaching and learning.
B3, Brasil, Bolsa, Balcão: B3, Brasil, Bolsa, Balcão – São Paulo Stock, Commodities and Futures Exchange.
BNDES: Brazilian National Development Bank – BNDES.
Board of Directors: our board of directors.
BR GAAP or Brazilian Accounting Practices: Accounting practices adopted in Brazil, in compliance with the rules and regulations of the CVM, accounting pronouncements, guidance and interpretation issued by the CPC, regulated and overseen by the CFC.
Brazil or Country: The Federative Republic of Brazil.
Brazilian Corporation Law: Law no. 6,404 of December 25, 1976, as amended.
Bylaws: the Company’s Bylaws approved by the extraordinary general meeting held on August 12, 2013.
CAGR: Compounded annual growth rate.
Cartesian Capital Group: Cartesian Capital Group, LLC.
CEBAS: Certification of Educational Charities.
Central Bank or BACEN: Brazilian Central Bank.
CFC: Federal Accounting Council.
Civil Code: Law no. 10,406 of January 10, 2002, as amended.
CMN Resolution 2,689: CMN Resolution no. 2,689 of January 26, 2000, as amended.
CMN: National Monetary Council.
CNE: National Council of Education.
CNPJ: Number attributed to taxpayers that are corporate entities in the National Registry of Corporate Taxpayers, which identifies these entities with the Brazilian Federal Revenue Service.
Company: Ser Educacional or us: Ser Educacional S.A.
CONAES: National Commission of Evaluation of Higher Education.
Controlling Shareholder: Mr. José Janguiê Bezerra Diniz.
Copyright Law: Law no. 9,610 of February 19, 1998, as amended.
CPC: Accounting Pronouncements Committee.
CVM Instruction 325: CVM Instruction no. 325 of January 27, 2000, as amended.
CVM Instruction 358: CVM Instruction no. 358 of January 3, 2002, as amended.
CVM Instruction 400: CVM Instruction no. 400 of December 29, 2003, as amended.
CVM Instruction 480: CVM Instruction no. 480 of December 7, 2009, as amended.
CVM Instruction 527: CVM Instruction no. 527 of October 4, 2012.
CVM Resolution 476: CVM Resolution no. 476 of January 25, 2005.
CVM: Brazilian Securities and Exchange Commission.
Decree no. 5,773/06: Decree no. 5,773 of May 9, 2006, which provides on the exercise of functions of regulation, oversight and evaluation of educational institutions and courses of study in higher education in the federal education system.
Dollars: U.S. dollars or US$.
EAD: Distance Education.
EBITDA: According to CVM Instruction 527, the definition of EBITDA is Earnings Before Net Financial Income, Income Tax including Social Contribution, Depreciation and Amortization.
Educational System: Group of products and services through which a complete educational solution is offered to the schools that adopt it.
ENADE: National Student Achievement Exam.
ENEM: National Secondary Education Exam.
ERP: Enterprise resource planning.
Exact Sciences: Field of science that studies quantitative expressions, precise predictions, methods and hypotheses, reproducible experiments involving predictions and quantifiable measurements.
Executive Board: the Company’s Board of Executive Officers.
Fatores de Risco: Para uma descrição acerca dos fatores de risco que devem ser cuidadosamente analisados antes da decisão de investimento nas Ações, veja seções “Sumário da Companhia – Principais Fatores de Risco da Companhia” e “Fatores de Risco relacionados à Oferta e às Ações” nas páginas 21 e 84 deste Prospecto, e os itens “4. Fatores de Risco” e “5. Riscos de Mercado” do Formulário de Referência presente no Prospecto da Oferta.
FIES: Financiamento ao Estudante de Ensino Superior. De acordo com o MEC, o FIES é um programa destinado a financiar a graduação na educação superior de estudantes matriculados em instituições não gratuitas. Podem recorrer ao financiamento os estudantes matriculados em cursos superiores que tenham avaliação positiva nos processos conduzidos pelo Ministério da Educação. O FIES foi criado em 1999.
FGV: Fundação Getúlio Vargas.
Final Offering Memorandum: Documento final de divulgação da Oferta a ser utilizado no esforço de colocação de Ações junto a Investidores Estrangeiros.
FINEP: Financiadora de Estudos e Projetos.
Formulário de Referência: Formulário de Referência da Companhia na data deste Prospecto e anexo a ele, elaborado nos termos da Instrução CVM 480.
Federal Constitution: Constitution of 1988 of the Federative Republic of Brazil.
Federal Government: Government of the Federative Republic of Brazil.
FGV: Getúlio Vargas Foundation.
FIES: Student Financing for Higher Education. According to MEC, FIES is a program to finance graduation for an institute of higher education for students enrolled in paid institutions. Students registered in higher education courses of study with positive evaluations in Education Ministry processes may apply for FIES. FIES was created in 1999.
Final Number of Students or Enrollment: Total number of students or enrollment at the end of the period in question.
Final Offering Memorandum: Final document of the Offering to be used in placement of the Shares with Foreign Investors.
Final Prospectus: the Final Prospectus for the Public Offering of Primary and Secondary Distribution of Shares issued by Ser Educacional, including its appendices.
FINEP: Study and Project Financier.
Fiscal Council: The Company’s fiscal council.
GDP: Gross Domestic Product.
General Meeting: the General Meeting of our Shareholders.
Gross Penetration Rate: Total enrollment in a given level of education over the population in the age range appropriate to this level.
Higher Education: Education at universities, colleges, polytechnic institutes, and other institutions that grant academic or professional degrees.
Hoper: Hoper Educação, a group of specialized consulting companies in the Brazilian public and private education sector.
Hubs: Locations operated by the Company and accredited by MEC to support educational offerings through EAD.
Humanities: Field of science that studies aspects of the human as an individual and a social being.
IBGC: Brazilian Institute of Corporate Governance.
IBGE: Brazilian Institute of Geography and Statistics.
IBRACON: Brazilian Institute of Independent Auditors.
IES: Higher Education Institution.
IFRS: International Financial Reporting Standards. International accounting rules issued by the IASB – International Accounting Standards Board.
IGC: General Index of Courses, is an indicator of quality that evaluates the Institutions of Higher Education, its calculation is carried out annually.
INCC/FGV: National Construction Cost Index elaborated by the Getúlio Vargas Foundation.
Independent Auditors or Ernst & Young Auditores Independentes S.S.: Ernst & Young Auditores Independentes S.S., our independent auditors.
Independent Board Member: an Independent Board Member is one who: (i) does not have any connection to us, except shareholding; (ii) is not a Controlling Shareholder, spouse or relative to the second degree of the Controlling Shareholder, or is not or has not been, in the last 3 (three) years, connected to any company or entity related the Controlling Shareholder (persons related to public educational and/or research institutions are excluded from this restriction); (iii) has not been, in the last 3 (three) years, been our employee or Executive Officer, nor of our Controlling Shareholder or any subsidiary of the Company; (iv) is not, directly or indirectly, a supplier or buyer of our services and/or products to an extent that would imply loss of independence; (v) is not an employee or manager of a company or entity that is offering us or requiring of us services and/or products; (vi) is not the spouse or relative to the second degree of any of our managers; (vii) does not receive additional compensation from us in addition to that payable for serving as a Board Member (payments in cash deriving from shareholdings are excluded from this restriction). Independent Board Members will also be considered those elected according to the option provided in Article 141, paragraphs 4 and 5 of the Brazilian Corporation Law.
INEP: National Institute of Educational Study and Research.
ISIN: the ISIN code for Shares is RSEERACNOR5.
ITR: Quarterly Information Form, as per CVM Instruction 480.
Joint Exam: Model for student evaluation elaborated by the Company with a group of professors and then finalized by a group of validating professors.
JUCEPE: Trade Board of the State of Pernambuco.
Law no. 4,131: Law no. 4,131 of September 3, 1962, as amended.
Law of Guidelines and Bases: Law no. 9,394 of December 20, 2996, as amended.
Management or Managers: the Board of Directors and the Board of Executive Officers, together.
MEC: Education and Culture Ministry.
Meeting of the Board of Directors: Meeting of the Company’s Board of Directors.
Mid-west: One of Brazil’s five regions as defined by the IBGE, which includes the states of Mato Grosso, Mato Grosso do Sul, Goiás and the Federal District.
Net Penetration Rate: Percentage of the population in a given age range that is enrolled in the level of education appropriate to their age range.
North: One of Brazil’s five regions as defined by the IBGE, which includes the states of Acre, Amapá, Amazonas, Pará, Rondônia, Roraima and Tocantins.
Northeast: One of Brazil’s five regions as defined by the IBGE, which includes the states of Alagoas, Bahia, Ceará, Maranhão, Paraíba, Piauí, Pernambuco (including the Fernando de Noronha State District and the São Pedro and São Paulo Archipelago), Rio Grande do Norte (including the Atol das Rocas Marine Biology Reserve) and Sergipe.
Novo Mercado Regulation: Listing Rules of the BM&FBOVESPA’ Novo Mercado, which regulate the requirements for trading of securities issued by publicly-held companies listed on the Novo Mercado, establishing special rules for the listing of these companies.
Novo Mercado: Special listing segment of the BM&FBOVESPA stock market with special corporate governance rules, as per the Novo Mercado Regulation.
PNAD: National Household Sample Study.
Poah One: Poah One Acquisition Holdings VII, LLC.
Preliminary Offering Memorandum: Preliminary disclosure document for the Offering to be used for share placement efforts with Foreign Investors.
Preliminary Prospectus or Prospectus: this Preliminary Prospectus for the Public Offering of Primary and Secondary Distribution of Shares issued by Ser Educacional S.A., including its appendices.
PRONATEC: National Program for Access to Vocational Education and Employment.
Prospectus: this Preliminary Prospectus and the Final Prospectus, together.
PROUNI: University for All Program (Prouni) of MEC which provides scholarships to private higher education institutions for graduate degrees and sequential education for specific training to Brazilian students without higher education degrees.
Reference Form: the Company’s Reference Form as of October, 2013.
Regulation S: Regulation S of the SEC under the Securities Act.
Risk Factors: For a description of risk factors that should be carefully analyzed prior to any decision to invest in Shares, see the “Main Risk Factors” section.
Rule 144A: Rule 144 A of the SEC under the Securities Act.
SEC: Securities and Exchange Commission of the United States of America.
Securities Act: Securities Act of 1933 of the United States of America, as amended.
Securities Markets Law: Law no. 6,385 of December 7, 1976, as amended.
Selling Retail Shareholders: Mr. José Janguiê Bezerra Diniz and Mr. Jânyo Janguiê Bezerra Diniz.
Selling Shareholders: Selling Retail Shareholders and Poah One.
Ser Educacional or Company: Ser Educacional S.A.
SERES/MEC: the Secretary of Higher Education Regulation and Oversight (SERES) is the unit of the Education Ministry responsible for regulating and oversight of IES, both public and private, and higher education courses of study including bachelor’s, licensing, and technician, and lato sensu graduate degrees, all on-site or distance. SERES is also responsible for CEBAS.
Share Bookkeeper: Itau Corretora de Valores S.A.
SICAF: Unified Supplier Registration System.
South: One of Brazil’s five regions as defined by the IBGE, which includes the states of Rio Grande do Sul, Santa Catarina and Paraná.
Southeast: One of Brazil’s five regions as defined by the IBGE, which includes the states of Espírito Santo, Minas Gerais, Rio de Janeiro and São Paulo.
Student Portal: Online tool that allows students to monitor academic activities, interact with professors and consult financial and library information.
Undergraduate Average Ticket: Gross revenue in the period divided by the average of students in the period.
UNESCO: United Nations Educational, Scientific, Cultural Organization, created to contribute to world peace and security through education, science, culture and communication.
United States: United States of America.
University Center: University Centers have a certain autonomy with regards to MEC in conducting their activities. 70% of their professors must be tenured, but they are not required to perform research and strictu sensu graduate courses are not required to be offered.
Vocational Education: Intermediate education between Primary and Higher Education, or a substitute for Higher Education. The purpose of vocational education is to train students who have completed Primary or Secondary Education for the work force.