UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2022

 

Commission File Number: 001-39519

 

Vitru Limited

(Exact name of registrant as specified in its charter)

 

Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes     No

X

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes     No

X

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No. Description

99.1 Issuance of Debentures by Vitru Brasil Empreendimentos, Participações e Comércio S.A.

99.2

Vitru Announces New Members of its Board of Directors and New Co-Chief Executive Officers
 
 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Vitru Limited
     
     
      By: /s/ Carlos Henrique Boquimpani de Freitas
        Name: Carlos Henrique Boquimpani de Freitas
        Title: Chief Financial Officer

 

Date: May 25, 2022

 

 

 

Exhibit 99.1

 

Issuance of Debentures by Vitru Brasil Empreendimentos, Participações e Comércio S.A.

 

Florianópolis, Brazil, May 25, 2022 – Vitru Limited (Nasdaq: VTRU) (“Vitru”) announces that, on May 19, 2022, its wholly owned subsidiary, Vitru Brasil Empreendimentos, Participações e Comércio S.A (“Vitru Brazil”), a corporation (sociedade anônima) formed under the laws of the Federative Republic of Brazil, has completed an issuance of two series of simple, secured, non-convertible debentures (the “Debentures”) in an offering with restricted distribution efforts directed solely at professional investors in Brazil, in compliance with Rule 476 of the Brazilian Securities Commission (Instrução da Comissão de Valores Mobiliários). The aggregate principal amount of the Debentures is R$1,950,000,000, comprised of Series 1 Debentures in an amount of R$500,000,000 (the “Series 1 Debentures”) and Series 2 Debentures in an amount of R$1,450,000,000 (the “Series 2 Debentures”). The Series 1 Debentures and the Series 2 Debentures mature on May 15, 2024 and May 15, 2027, respectively.

 

The interest rate applicable to the Debentures is equal to the Brazilian daily interbank deposit rate (Depósito Interfinanceiro) plus a spread of 2.60% for the Series 1 Debentures and 2.75% for the Series 2 Debentures. If Vitru Limited does not undertake an equity offering in an amount of at least R$500,000,000 within one year following the issuance, the spread on the Series 1 Debentures and Series 2 Debentures will increase to 2.90% and 3.20%, respectively.

 

The proceeds from the issuance of the Debentures will be used by Vitru Brazil to pay part of the purchase price in connection with its business combination with CESUMAR – Centro de Ensino Superior de Maringá Ltda. (“Cesumar”), which is expected to close on May 20, 2022 (the “Business Combination”).

 

Vitru Brazil’s obligations under the Debentures are guaranteed by certain other subsidiaries of Vitru, Sociedade Educacional Leonardo da Vinci Ltda., Sociedade Educacional do Vale do Itapocu Ltda., Fac Educacional Ltda. and Fair Educacional Ltda. Following completion of the Business Combination, Vitru Brazil will procure that Cesumar becomes a guarantor of the Debentures. Vitru Brazil’s obligations under the Debentures are secured by certain collateral in accordance with Brazilian law, including the share capital of Cesumar and certain receivables of Cesumar from the provision of educational services. Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários is the fiduciary agent for the Debentures.

 

 

 

About Vitru

 

Vitru is the leading pure distance learning education group in the postsecondary distance learning market in Brazil. Through its invested companies, Vitru provides a complete pedagogical ecosystem focused on hybrid distance learning experience for undergraduates and continuing education students.

 

Vitru’s mission is to democratize access to education in Brazil through a digital ecosystem and empower every student to create their own successful story.

 

Forward Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements. These forward-looking statements speak only as of the date hereof and are based on Vitru’s current plans, estimates of future events, expectations and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of Vitru’s common shares, and are subject to several known and unknown uncertainties and risks, many of which are beyond Vitru’s control. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this press release. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented. Vitru does not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events, or other factors.

 

Contact:

 

Maria Carolina F. Gonçalves, IRO

e-mail: ir@vitru.com.br 

website: https://investors.vitru.com.br/

 

 

Exhibit 99.2

 

 

Vitru Announces New Members of its Board of Directors and new Co-Chief Executive Officers

 

Florianópolis, Brazil, May 25, 2022 – Vitru Limited (“Vitru”) announces that Mr. Wilson de Matos Silva and Mr. Weslley Kendrick Silva have been appointed as Directors of Vitru. Mr. Wilson de Matos Silva was also appointed as Vice-Chairman of the Board of Directors of Vitru.

 

In addition, Mr. William Victor Kendrick de Matos Silva has been appointed as Co-Chief Executive Officer of Vitru. He will serve alongside Mr. Pedro Jorge Guterres Quintans Graça, who will also be Co-Chief Executive Officer of Vitru.

 

These appointments were made in connection with Vitru’s acquisition of 100% of the share capital of CESUMAR – Centro de Ensino Superior de Maringá Ltda, which closed on May 20, 2022. Other than as described in this press release, the compositions of Vitru’s Board of Directors and board of executive officers remain the same.

 

Mr. de Matos Silva is a founder and dean of Unicesumar. He was also a founder of the educational group Colégio Objetivo – Unidade Maringá. Prior to this, Mr. de Matos Silva was a University Professor at the state university of Universidade Estadual de Maringá-PR and at Universidade Paranaense. Mr. de Matos Silva has a bachelor’s degree in mathematics from Universidade Federal de Santa Catarina as well as a specialization in advanced calculus from Universidade Estadual de Londrina.

 

Mr. Kendrick Silva is the Head of Institutional Relations at Unicesumar. Mr. Kendrick Silva has a law degree from Unicesumar, as well as a post-graduate degree in marketing. In addition, Mr. Kendrick Silva has a post-graduate degree in strategic management of third-party organizations from Faculdade Cidade Verde and a master’s degree in leadership from Southeastern University.

 

Mr. Kendrick de Matos Silva is the Head of Distance Learning at Unicesumar. Mr. Kendrick de Matos Silva has a master’s degree in public policy management from Universidade do Vale do Itajaí and a bachelor’s degree in physiotherapy from Centro Universitário de Maringá.

 

About Vitru

 

Vitru is the leading pure distance learning education group in the postsecondary distance learning market in Brazil. Through its invested companies, Vitru provides a

 

 

 

complete pedagogical ecosystem focused on hybrid distance learning experience for undergraduates and continuing education students.

 

Vitru’s mission is to democratize access to education in Brazil through a digital ecosystem and empower every student to create their own successful story.

 

Forward Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements. These forward-looking statements speak only as of the date hereof and are based on Vitru’s current plans, estimates of future events, expectations and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of Vitru’s common shares, and are subject to several known and unknown uncertainties and risks, many of which are beyond Vitru’s control. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this press release. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented. Vitru does not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events, or other factors.

 

Contact:

 

Maria Carolina F. Gonçalves, IRO

e-mail: ir@vitru.com.br

website: https://investors.vitru.com.br/