SC 13D/A 1 eh230353860_13da5-arco.htm AMENDMENT NO. 5

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

Arco Platform Ltd.

(Name of Issuer)
 

Class A common shares, par value $0.00005 per share

(Title of Class of Securities)
 

G04553106

(CUSIP Number)
 
Michael Gosk
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 33rd Floor
New York, New York 10055
(212) 715-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
 

April 30, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 2 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 3 of 24

 

 

1

NAME OF REPORTING PERSON

 

GAP (Bermuda) L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 4 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar (Bermuda), L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 5 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Bermuda) IV, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 6 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Bermuda) EU, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 7 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (SPV) GP (Bermuda), LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 8 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (Lux) S.à r.l.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

CO

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 9 of 24

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments III, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 10 of 24

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments IV, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 11 of 24

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments V, LLC

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 12 of 24

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments CDA, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 13 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar (Lux) SCSp

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 14 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Lux) SCSp

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 15 of 24

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Arco (Bermuda) 2, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 16 of 24

 

 

1

NAME OF REPORTING PERSON

 

GA IS Holding, L.P.

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,827,504

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,827,504

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,504

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 17 of 24

 

 

Item 1. Security and Issuer.

This Amendment No. 5 to Schedule 13D (the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on February 14, 2022, as amended by Amendment No. 1 dated December 1, 2022, Amendment No. 2 dated January 5, 2023, Amendment No. 3 dated January 11, 2022, and Amendment No. 4 dated March 31, 2023, with respect to the Class A common shares, par value $0.00005 per share (the “Class A common shares”), of Arco Platform Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), whose principal executive offices are located at Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo – SP, 01412-100, Brazil. Except as otherwise provided herein, each Item of the Statement remains unchanged.

Item 2. Identity and Background.

 

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

 

No material change.

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

On April 30, 2023, following price negotiations between the financial advisor to the Special Committee of the Board of Directors of the Company (the “Special Committee”), General Atlantic L.P. (“General Atlantic”) and Dragoneer Investment Group, LLC (“Dragoneer” and, together with General Atlantic, the “Bidders”), the Bidding Group sent a revised non-binding proposal (the “Revised Proposal Letter”) to the Special Committee increasing the price per share that the Bidders are proposing to pay for all Class A common shares not beneficially owned by the Bidding Group to US$13.00 per share in cash (the “New Proposed Transaction”). Based on recent discussions among the Special Committee, the Bidders and their advisors, the Special Committee has agreed to negotiate definitive agreements. No assurance can be made that a transaction will be consummated on the terms set forth in the Revised Proposal Letter, or at all, and the Bidders' New Proposed Transaction remains subject to completion of confirmatory due diligence, execution of definitive documentation and other customary conditions. The Founders have not participated or been engaged in any discussions related to the purchase price proposed by the Bidders, nor have the Founders provided any input or expressed any opinion regarding any price. A copy of the Revised Proposal Letter is attached at Exhibit 4 hereto, and incorporated by reference herein.

 

On April 30, 2023, the Bidders entered into an amendment to the Joint Bidding Agreement (the “JBA Amendment”). Pursuant to the JBA Amendment, the Bidders agreed that the Joint Bidding Agreement shall terminate upon the later of (i) May 29, 2023, provided that at least one party has given 5 calendar days prior written notice of termination, and (ii) in the event that a definitive investment agreement is entered into with the Company, the consummation of the transactions contemplated thereunder. If no party provides notice of termination at least 5 calendar days prior to May 29, 2023 and the Transaction has not been consummated, the Joint Bidding Agreement automatically renews for a 30-day period and for successive 30-day periods thereafter at the expiration of each 30-day extension period provided no party has given notice of termination at least 5 days prior to expiration of such 30-day extension period (if such notice is given, the Joint Bidding Agreement will terminate upon the expiration of such 30-day extension period). The JBA Amendment is attached at Exhibit 5 hereto, and incorporated by reference herein. The Joint Bidding Agreement remains otherwise unchanged.

 

The Reporting Persons do not intend to update additional disclosures regarding the Proposal (as modified by the above disclosure) unless and until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws.

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 18 of 24

 

 

Item 5. Interest in Securities of the Issuer.

 

No material change.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

 

Item 6 is hereby amended and supplemented as follows:

 

The information disclosed under Item 4 above is hereby incorporated by reference in its entirety into this Item 6.

 

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 19 of 24

 

 

Item 7. Materials to Be Filed as Exhibits. 

 

Exhibit 1:

Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (as previously filed)

   
Exhibit 2: Joint Bidding Agreement entered into by and among the Bidders, dated November 30th, 2022 (previously filed)
   
Exhibit 3:

Non-Binding Indication of Interest to the Board of Directors of Arco Platform Limited, dated November 30th, 2022 (previously filed)

   
Exhibit 4: Non-Binding Indication of Interest to the Special Committee of Arco Platform Limited, dated April 30, 2023
   
Exhibit 5: Amendment of Joint Bidding Agreement, dated April 30, 2023

 

 

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 20 of 24

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated as of May 1, 2023

 

  GENERAL ATLANTIC, L.P.
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  

 

  GAP (BERMUDA) L.P.  
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  
     
  GENERAL ATLANTIC GENPAR (BERMUDA), L.P.  
         
 

By:

 

 GAP (BERMUDA) L.P., its general partner  
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 21 of 24

 

 

  GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P.  
         
 

By:

GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner

  
       
  By: GAP (BERMUDA), L.P., its general partner  
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  

 

  GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.  
         
 

By:

GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner

  
       
  By: GAP (BERMUDA), L.P., its general partner  
         
  By: /s/ Gordon Cruess  
   

Name:

Title:

Gordon Cruess

Managing Director

  

 

 

GENERAL ATLANTIC (SPV) GP (BERMUDA) LLC

  
     
 

By:

 GAP (BERMUDA) L.P., its managing member  
       
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  

 

  GENERAL ATLANTIC (LUX) S.À.R.L.  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
 

By:

 /s/ Gregor Dalrymple  
 

 

 

Name:

Title:

Gregor Dalrymple

Manager B

  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 22 of 24

 

 

  GAP COINVESTMENTS III, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  

 

  GAP COINVESTMENTS IV, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  
         
  GAP COINVESTMENTS V, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  
     
  GAP COINVESTMENTS CDA, L.P.  
         
  By: GENERAL ATLANTIC, L.P., its general partner  
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 23 of 24

 

 

  GENERAL ATLANTIC GENPAR (LUX) SCSp  
         
  By:

GENERAL ATLANTIC (LUX) S.À R.L., its general partner

  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ Gregor Dalrymple  
   

Name:

Title:

Gregor Dalrymple

Manager B

  
     
  GENERAL ATLANTIC PARTNERS (LUX), SCSp  
         
 

By:

GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner

  
       
  By: GENERAL ATLANTIC (LUX) S.À.R.L., its general partner  
         
  By: /s/ Ingrid van der Hoorn  
   

Name:

Title:

Ingrid van der Hoorn

Manager A

  
         
  By: /s/ Gregor Dalrymple  
    Name: Gregor Dalrymple  
    Title: Manager B  
     
  GENERAL ATLANTIC ARCO (BERMUDA) 2, L.P.  
         
  By: GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner  
       
 

By:

 

 GAP (BERMUDA) L.P., its managing member  
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  

 

 

 

CUSIP No. G04553106 SCHEDULE 13D Page 24 of 24

 

 

  GA IS HOLDING L.P.  
         
  By: GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner  
       
 

By:

 

 GAP (BERMUDA) L.P., its managing member  
         
  By: /s/ Gordon Cruess  
    Name: Gordon Cruess  
    Title: Managing Director  
     

 

 

 

 

SCHEDULE A

Members of the Management Committee (as of the date hereof)

Name Address Citizenship

William E. Ford

(Chief Executive Officer)

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Gabriel Caillaux

23 Savile Row

London W1S 2ET

United Kingdom

 France
Andrew Crawford

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Martín Escobari

55 East 52nd Street

33rd Floor

New York, New York 10055

 Bolivia and Brazil
Anton J. Levy

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Sandeep Naik

Marina Bay Financial Centre Tower 1

8 Marina Boulevard, #17-02

018981, Singapore

 United States
Graves Tompkins

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
N. Robbert Vorhoff

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Eric Zhang

Suite 5704-5706, 57F

Two IFC, 8 Finance Street

Central, Hong Kong, China

 Hong Kong SAR