Filing Details
- Accession Number:
- 0000950142-23-001258
- Form Type:
- 13D Filing
- Publication Date:
- 2023-04-30 20:00:00
- Filed By:
- General Atlantic, L.p.
- Company:
- Arco Platform Ltd. (NASDAQ:ARCE)
- Filing Date:
- 2023-05-01
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| General Atlantic | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| GAP (Bermuda) | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| General Atlantic GenPar (Bermuda) | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| General Atlantic Partners (Bermuda) IV | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| General Atlantic Partners (Bermuda) EU | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| General Atlantic (SPV) GP (Bermuda) | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| General Atlantic (Lux) S. r.l | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| GAP Coinvestments III | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| GAP Coinvestments IV | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| GAP Coinvestments V | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| GAP Coinvestments CDA | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| General Atlantic GenPar (Lux) SCSp | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| General Atlantic Partners (Lux) SCSp | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| General Atlantic Arco (Bermuda) | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
| GA IS Holding | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14.5% |
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 |