Business Combination

On July 1, 2017, the Company, through a wholly owned subsidiary (“2U South Africa”), completed its acquisition of all of the outstanding equity interests of GetSmarter pursuant to a Share Sale Agreement, dated as of May 1, 2017 (the “Share Sale Agreement”), as amended by an addendum, dated as of June 29, 2017, for a net purchase price of $98.7 million in cash. In addition, 2U South Africa agreed to pay a potential earn out payment of up to $20.0 million, subject to the achievement of certain financial milestones in calendar years 2017 and 2018. The valuation of the assets acquired and liabilities assumed (i.e., purchase price allocation) was completed as of December 31, 2017. As of September 30, 2018, there has been no material change in the expected earnout payment from the final valuation of the purchase price allocation since December 31, 2017.

The unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the dates indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the nine months ended September 30, 2017 as if the acquisition of GetSmarter had occurred on January 1, 2017:



	Nine Months Ended September 30, 2017
	(in thousands, except per share amounts)
Pro forma revenue	$	207,768
Pro forma net loss	(34,306		)
Pro forma net loss per share, basic and diluted	$	(0.72	)

For the three months ended September 30, 2017, the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share are equal to the Company’s consolidated revenue, net loss and net loss per share, respectively, as the acquisition of GetSmarter occurred on July 1, 2017.