By Brazil Stock Guide – Ânima Educação (B3: ANIM3) has agreed to buy back FMU for a base price of R$410 million, six years after selling the São Paulo university for R$500 million to Camp Nou, an investment fund managed by Farallon Capital.
FMU briefly came under Ânima’s ownership in 2020, when the company acquired Laureate’s Brazilian education assets for R$4.4 billion. To accelerate antitrust clearance for that transaction, Ânima carved FMU out of the acquired portfolio and sold it to Camp Nou.
The university is now returning to the group at a nominal price 18% below the amount received in the 2020 sale. The figures are not directly comparable, however. Under the fund’s ownership, FMU faced financial difficulties, lost market share in São Paulo’s on-campus higher education market and entered a court-supervised restructuring process. Creditors approved its restructuring plan in February 2026.
The transaction covers 100% of Faculdades Metropolitanas Unidas Educacionais. Closing remains subject to customary conditions and approval by Brazil’s antitrust regulator, CADE. Ânima expects the review to be completed by the end of 2026.
Founded 58 years ago, FMU operates six campuses in the city of São Paulo, 214 distance-learning hubs and serves 51,000 students. It is the fifth-largest university in the city by enrollment in on-campus programs.
In the 12 months through March 2026, FMU reported net revenue of R$281.7 million, adjusted EBITDA excluding IFRS 16 effects of R$52.9 million and adjusted net debt of R$150.3 million.
Those figures imply an EBITDA margin of approximately 18.8%. FMU also holds an institutional rating of 5 from Brazil’s Ministry of Education, the highest score available under the regulator’s assessment system.
Implied Enterprise Value Could Exceed R$560 Million
The announced R$410 million price represents FMU’s equity value and does not necessarily include all of the university’s debt.
Based on the R$150.3 million in net debt reported in March, and before any adjustments related to the restructuring process or closing accounts, the transaction would imply an enterprise value of approximately R$560 million.
Using FMU’s reported EBITDA, this would represent an indicative valuation of about 10.6 times EV/EBITDA and two times net revenue.
That does not make the acquisition obviously cheap at FMU’s current level of profitability, particularly for a business that has recently undergone a financial restructuring and lost market share. The valuation could become more attractive, however, if Ânima succeeds in increasing enrollment, cutting duplicated costs and bringing FMU’s margins closer to those of the rest of the group.
If FMU’s EBITDA rises to R$70 million, the implied acquisition multiple would fall to roughly eight times EV/EBITDA, based on the same indicative enterprise value. The R$70 million level is also relevant because it is the threshold used in the formula that may increase the deferred payment.
These calculations should be treated as indicative rather than definitive. FMU’s debt position, the treatment of restructured liabilities and other financial conditions may change before the transaction closes.
Most of the Price Will Be Paid Later
Ânima will pay R$240 million in cash at closing. If the deal closes after December 31, 2026, that amount will be adjusted by the CDI, Brazil’s main interbank benchmark rate, from that date.
A second installment will have a minimum value of R$170 million and will be adjusted by the CDI from the signing date. It will be paid on December 31, 2029, or three years after final CADE approval, whichever comes first.
The deferred payment may increase under a formula tied to changes in FMU’s EBITDA and net debt. Among other factors, the calculation takes into account any increase in the university’s EBITDA above R$70 million.
The structure allows Ânima to pay approximately 59% of the base price at closing, reducing the immediate cash burden. The final nominal cost will nevertheless exceed R$410 million because of the CDI adjustments, even if no additional performance-based payment is triggered.
What the Deal Means for Minority Shareholders
The announced structure does not involve the issuance of new shares, meaning Ânima’s minority shareholders are not being diluted as part of the transaction.
Their exposure to financial and execution risk will increase, however. The acquisition is expected to raise Ânima’s leverage from 2.39 times EBITDA at the end of the first quarter to approximately 2.73 times after closing.
For shareholders, the transaction therefore represents a trade-off. Ânima is giving up part of the balance-sheet improvement achieved through its recent deleveraging process in exchange for the opportunity to recover a large but underperforming university.
The company expects to resume its debt-reduction trajectory after closing, supported by cash generation, cost synergies and growth in the combined group’s EBITDA.
Whether the deal creates value will largely depend on Ânima’s ability to improve FMU’s margins without losing students or incurring substantial integration costs. If EBITDA remains close to its current level, the acquisition price may look demanding. If Ânima delivers a meaningful operational turnaround, the valuation could become considerably more attractive.
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