Estácio: Presentation - UniSEB´s Acquisition

1. UniSEB Acquisition
September 2013

2. Disclaimer
2
The information contained in this material were prepared by Estacio Participacoes S.A. ("Estacio" or the "Company") merely
for the purpose of presentation to investors and / or potential investors.
The information herein were gathered in a substantial manner within the current outlook, based ongoing projections and the
respective estimates. The use of terms such as "projects", "estimates", "anticipates", “forecasts", "plans", "expects", among
others, aims to indicate potential trends that, evidently, involve risks and uncertainties, whose future results may differ from
current expectations. Estácio cannot be held liable for operations or investment decisions taken based on such projections
or estimates.
The transaction described herein is pending analysis and approval by the Conselho Administrativo de Defesa Econômica
(CADE), Brazil’s antitrust agency. The statements in this document related to the business outlook, forecasts of operating
and financial results and growth prospects of Estácio and UniSEB, including the financial data and other estimates and
evaluations represent the judgment of the Company’s management on the date hereof, with respect to the projections.
These forward-looking statements depend substantially on obtaining the approvals and licenses required for projects,
industry conditions and the performance of the Brazilian economy, the industry and international markets, and therefore are
subject to change which are not controlled by the Company and, therefore, cannot be predicted. This performance report
includes accounting and non-accounting data, such as pro-forma operating and financial data and forecasts that are based
on the expectations of the Company’s Management, on the date hereof. The non-accounting figures were not reviewed by
the independent auditors of the Companies.

3. Estácio’s last years...
2008 2009 2010 2011 2012
On-Campus
Students
218 196 184 201 214
Distance Learning
Students
- 10 26 39 49
Net Revenue
(R$ mn)
980 1,009 1,016 1,148 1,383
Net Revenue
Growth
14% 3% 1% 13% 21%
Market Cap
(R$ mn)
915 1,846 2,137 1,457 3,422
Event
Turnaround Turning Point
Follow-On and
New Academic
Model
GP Investments
and Novo
Mercado
Distance
Learning Launch Growth Consolidation
1H13
255
59
857
-
5,297
Note: Market cap for 1H13 considering the stock price as of September 11, 2013: R$17.95
Follow-On
3

4. Fonte: Estácio
4
Processes
...prepared us for a larger acquisition
Estácio’s turnaround is the largest well succeeded
integration case in the education sector
EBITDA Margin
+8.5 p.p.
The turnaround brought organization, scale and operational efficiency gains
Our decision to ‘fix the house’
created the foundations for the
integration of a large acquisition
Turnaround pillars

5. SEB Group
Overview
5
Company’s History
 Started its operations 50 years ago in Basic Education, with operations through brands
such as COC, Pueri Domus, Dom Bosco, among others
 Began its activities in Higher Education in 1999
 Launched its Distance Learning in 2006
 IPO in 2007 and Dom Bosco acquisition in 2008
 Sale of its Education System to Pearson and delisting in 2010
 Higher Education Portfolio:
• 14 on-campus programs
• 13 distance learning programs
• 24 graduate programs, 36 grad/MBA programs in partnership with FGV and 85 extension
courses (100% web based)
 Quality Recognition:
 OAB (Bar Association) seal for the Law program in 2010
 UniSEB’s Distance Learning placed for two years in a row (2011 and 2012) in the top 10 of
the country’s best programs, according to satisfaction survey conducted by ABED (Brazilian
Distance Learning Association)
Assets acquired in this transaction

6. Acquired Business Unit - UniSEB
Total strategic alignment
UniSEB Interativo
 Offered by Centro Universitário UniSEB (IGC 4)
 164 distance learning centers
 30,000 undergraduate and 3,400 graduate students
 DL centers with idle capacity (expectation to improve
occupation rate)
 Average ticket: R$184
 Located in Ribeirão Preto, SP (IGC 4)
 1 campus
 2,300 undergraduate students
 Excellent infrastructure
 Premium average ticket: R$829
Distance Learning On-Campus
Centro Universitário UniSEB
UniSEB
6
Partnership with FGV
 Partnership with FGV in graduate programs
 2,100 graduate students
 Double Certification in Business Administration
program (undergraduate)

7. Investment Highlights
Strategic Rationale
7
Strong presence in SP: Estácio’s definite entrance in São Paulo state. The deal
marks the arrival of our Distance Learning to the country’s most important market
Academic excellence: institution with a IGC grade of 4 and strong academic and
technological know-how
Complementary operations: On-Campus (Estácio) and Distance Learning (UniSEB)
Quality on-campus operation: Centro Universitário in Ribeirão Preto (SP) with an
excellent infrastructure and premium ticket
Solid distance learning operation with 164 authorized DL centers and more than
33,000 students
Entrance of shareholder with great knowledge of the Education sector

8. 8
Estácio’s Distance Learning
Accelerated expansion when the sector regained its growth pace
Student Base – DL (‘000)
2009: Estácio’s Distance Learning Launch
Accessibility Distance Learning in Brazil Timeline – Student Base – DL (‘000)
 52 active DL centers
 59k students in 4 years
 24 DL programs
 3 programs recognized with
“grade 4”
 Other fifteen visits by MEC to
DL programs: two “grades 5”
and thirteen “grades 4”
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 – Future
Beginning of DL in Brazil Accelerated Growth Regulatory Framework
42 50 60
115
207
369
728
838
930
2009
Lack of growth due to regulatory review
2005 - 20082002 - 2004
2009-2011
Increased supervision and compliance with new
regulation
2012/2013 - Future
Growth recovery
993
Lower Average
Ticket
R$200 - R$250
per month
Extremely
Convenient
Suited for
working adults
Accessibility
creates new
demand for
education
Broader Reach
DL model reaches
new regions

9. 9
Estácio expands its Distance Learning…
…and becomes strong in São Paulo
*The distance learning centers are already operating DL graduate programs and prep courses.
+
52 Estácio DL centers
164 authorized UniSEB DL centers
153 new DL centers (UniSEB expansion)* 369 DL centers
57 DLCs in the
state of São
Paulo
SP state
DL centers average size:
Estácio: 1,130 students/center
UniSEB: 300 students/center
Opportunity to gain scale

10. Main Indicators for UniSEB
10
Estácio + UniSEB (2012 Pro-Forma)
Distance Learning On-Campus
34.5
37.8
+9.6% +11.0%
+35.5%
(‘000)
(R$ mn)
(R$ mn)
R$ million Estácio UniSEB Estácio +UniSEB
Net Revenue 1,383 108 1,491
Gross Profit 506 50 556
Gross Margin 36.6% 46.7% 37.3%
EBITDA 209 47 256
EBITDA Margin 15.2% 43.9% 17.2%
Net Income 109 30 139
Net Margin 7.9% 27.9% 9.3%

11. Main Upsides Risks
UniSEB offers several upside risks not yet priced in.
Strength in SP: larger
scale and preparation for
entrance in the country’s
most important state
Higher celerity in
regulatory processes:
IGC 4
Capillarity for Corporate
Education
Experience in other
Education segments
11
Synergies between
Estácio’s campuses
and UniSEB’s distance
learning centers
Filing for more than
150 new distance
learning centers
Distribution opportunities for
distance learning graduate
programs and short-term courses
Know-how to format
and sell Estácio’s
Academic Model

12. Transaction Structure
12
Transaction Structure
Shareholder Structure before the Acquisition
Acquisition Price and
Payment Conditions
Valuation
 UniSEB’s 2012 13.0x EV/EBITDA (adjusted)
 2012 Estácio: 17.1x EV/EBITDA
 R$615 million
 50% in cash
 50% in new shares to be issued
 Purchase option of the assets not included in the transaction, which may be performed in 2015
(after the closing of 2014 results)
Highly accretive
acquisition
GP
Investments
12.3%
Management,
Board of Directors
and Treasury
1.3%
Free Float
86.4%
295,095,750 shares
GP
Investments
11.6%
Management,
Board of Directors
and Treasury
1.7%
Free Float
81.0%
UniSEB
Sellers
5.7%
312,948,877 shares
Shareholder Structure after the Acquisition
17,853,127 new shares to be issued
(reference price: average closing price of the 60-day
period before the signing)

13. Next Steps
13
Estimated Timetable Audit Signing
CADE’s
approval
ClosingESM
Sep/13
Up to 330
days
Final Due Diligence2
CADE’s approval3
Extraordinary Shareholders’ Meeting (ESM) to approve the deal4
Audit and Signing1
Closing (payment to sellers and beginning of integration)5
Final Due
Diligence
1 2 3 4 5
30 days after
CADE’s
approval

14. Conference Call Details
14
Investor Relations:
Flávia de Oliveira
Email: ri@estacioparticipacoes.com
Phone: +55 (21) 3311-9789
Fax: +55 (21) 3311-9722
Address: Av. Embaixador Abelardo Bueno. 199 – Office Park – 6th floor
ZIP Code: 22.775-040 – Barra da Tijuca – Rio de Janeiro – RJ – Brazil
Website: www.estacioparticipacoes.com/ir
PORTUGUESE:
Date: September 13, 2013
Time: 13h00 (Brasília) / 12h00 (US ET)
Connection Dial-in Brazil: +55 (11) 3127-4971 / 3728-5971
Access Code: Estácio
Webcast:
http://webcast.mzvaluemonitor.com/Cover.aspx?PlatformId=1589
Replay: disponível até 19/09
Access Dial-in Brazil: +55 (11) 3127-4999
Access Code: 40339160
ENGLISH:
Date: September 13, 2013
Time: 14h00 (Brasília) / 13h00 (US ET)
Connection Dial-in NY: +1 (412) 317-6776
Access Code: Estácio
Webcast:
http://webcast.mzvaluemonitor.com/Cover.aspx?PlatformId=1590
Replay: disponível até 22/09
Access Dial-in Brazil: +1 (412) 317-0088
Access Code: 10033908