United States securities and exchange commission logo
August 13, 2020
Carlos Henrique Boquimpani de Freitas
Chief Financial Officer
Vitru Ltd
Rodovia Jos Carlos Daux, 5500
Torre Jurer A, 2nd floor
Saco Grande, Florian polis
State of Santa Catarina, 88032-005, Brazil
Re: Vitru Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted August
10, 2020
CIK 0001805012
Dear Mr. Boquimpani de Freitas:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Second Amendment to Draft Registration Statement on Form F-1 Filed
August 10, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
Indebtedness, page 109
1. You disclose in note
1.1(a), Loans and financing, to the interim financial statements that
you borrowed R$150.0
million to settle installments due in December 2020 on the
accounts payable from
acquisition of subsidiaries in prior years. Please expand your
disclosure to discuss
the purpose of this loan and the amounts needed to meet these
installment payments
due in December 2020. Also, discuss your plans to satisfy the
Carlos Henrique Boquimpani de Freitas
Vitru Ltd
August 13, 2020
Page 2
quarterly interest installment payments due on this loan starting in
July 2020, the principal
amount due upon maturity of this loan in October 2021, and in meeting
the scheduled
remaining installments due on the accounts payable from acquisition of
subsidiaries.
Refer to Item 5.D of Form 20-F for guidance.
Notes to the unaudited interim condensed consolidated financial statements for
the six months
period ended June 30, 2020
Note 11. Loans and Financing, page F-17
2. We note in your disclosures that you do not address the changes in
your liquidity risk
relative to the financial resources needed to meet the installment
payments due
on accounts payable from the acquisition of subsidiaries.
Specifically, referencing
footnote (i) to Note 11, it appears the R$150,000 loan entered into on
April 16, 2020 will
be used to meet the installment payment due on these obligations in
December
2020. Please provide qualitative disclosures of your exposures to
liquidity risk and any
changes in managing this risk since December 31, 2019, including the
entry into the new
loan agreement. Refer to IFRS 7, paragraphs 31-33.
You may contact Robert Shapiro, Staff Accountant at 202-551-3273 or Lyn
Shenk,
Accounting Branch Chief at 202-551-3380 if you have questions regarding
comments on the
financial statements and related matters. Please contact Scott Anderegg, Staff
Attorney at 202-
551-3342 or Jennifer L pez, Staff Attorney at 202-551-3792 with any other
questions.
FirstName LastNameCarlos Henrique Boquimpani de FreitasSincerely,
Comapany NameVitru Ltd
Division of Corporation
Finance
August 13, 2020 Page 2 Office of Trade &
Services
FirstName LastName