BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED andIndenture • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services • New York
INDENTURE, dated as of July 31, 2019, among Bright Scholar Education Holdings Limited, an exempted company incorporated under the laws of Cayman Islands with limited liability (the “Company” or the “Issuer”), the entities listed in Schedule I hereto collectively as the initial Subsidiary Guarantors and The Bank of New York Mellon, London Branch, a banking corporation organized and existing under the laws of the State of New York and operating through its branch in London at One Canada Square, London E14 5AL, United Kingdom, as the Trustee.
Rights and Obligations Assumption LetterRights and Obligations Assumption Letter • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services
This entity, Heze Qiqiaoban Education Technology Limited, is the subsidiary of BGY Education Investment Management Co., Ltd. (“Investor”) registered in Heze City at Economic Development Zone branch office of the Administration for Market Regulation on March 14, 2017. The Investor holds 85% of the interests in this entity.
Rights and Obligations Assumption LetterBright Scholar Education Holdings LTD • December 23rd, 2019 • Services-educational services
This entity, Beijing Huanxue International Travel Limited, is the subsidiary of BGY Education Investment Management Co., Ltd. (“Investor”) registered in Beijing City at Chaoyang District branch office of the Administration for Industry and Commerce on September 14, 2016. The Investor holds 100% of the interests in this entity.
Bright Scholar Education Holdings Limited US$300,000,000 7.45% Senior Notes due 2022 Purchase AgreementPurchase Agreement • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services • New York
Bright Scholar Education Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to J.P. Morgan (the “Initial Purchaser”), US$300,000,000 principal amount of its 7.45% Senior Notes due 2022 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of July 31, 2019 (the “Indenture”), among the Company, the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), and will be guaranteed on a senior basis by each of the Subsidiary Guarantors (the “Subsidiary Guarantees”, together with the Notes, the “Securities”).
Rights and Obligations Assumption LetterRights and Obligations Assumption Letter • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services
This entity, Hubei Sannew Education Development Limited, is the subsidiary of BGY Education Investment Management Co., Ltd. (“Investor”) registered in Wuhan City at Development Zone branch office of the Administration for Market Regulation on February 16, 2015. The Investor holds 80% of the interests in this entity.
DATED 5 July 2019 SALE AND PURCHASE AGREEMENT RELATING TO CATS COLLEGES HOLDINGS LIMITEDSale and Purchase Agreement • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services • England and Wales
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
