Georgia Capital PLC (the "Group" or "Georgia Capital") announces that it has signed a share purchase agreement ("SPA") to acquire an 80% equity interest in Green School LLC ("Green School" or the "School"), subject to regulatory approvals.
- The transaction values Green School at 5.8x EV/EBITDA 2020 based on initial consideration payable by Georgia Capital upon transaction completion.
- An additional earn-out may apply if the existing school campus annual earnings reach GEL 2 million EBITDA within the next three academic years.
- The cumulative EV paid will not exceed 5.6x EV/EBITDA of the respective year (including performance-related deferred consideration).
- The acquisition of Green School is in line with Georgia Capital's strategy to secure the leading private school education platform for its affordable segment.
- Both existing shareholders of Green School will remain as partners and they will have a 20% shareholding (10% each) in the existing school. However, only one of the existing shareholders, Bakur Sulakauri, will become a partner, with 10% shareholding, in the three new schools expected to be developed under the Green School brand name within the affordable segment.
- The existing shareholders and Georgia Capital will have put and call options, respectively, on the remaining minority stakes in 2025.