MATERIAL FACT

Pursuant to § 4 of Article 157 of Law no 6,404/76 (“Lei das S.A.”) and according to the Brazilian Securities and Exchange Commission (“CVM”) Regulation No. 358/02, Anhanguera Educacional Participações S.A. (the “Company”) hereby discloses that:

1. On this date, the Company filed an application before Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais (“ANBIMA”) for a preliminary review of a registration statement for a Primary Public Offering of common shares, with no par value, issued by the Company (“Shares” and “Offering”, respectively), under the agreement signed between CVM and ANBIMA for that purpose.

2. The execution of a primary public offering of the Shares issued by the Company, to be performed in Brazil, in the over-the-counter market, in compliance with CVM Rule No. 400/03 (“Instrução CVM 400”). Selling efforts abroad will be also performed simultaneously, to certain qualified institutional buyers (as defined in Rule 144A promulgated under the United States Securities Act of 1933, as amended, or the Securities Act) in the United States, and institutional and other investors elsewhere outside the United States and Brazil that are not U.S. persons (as defined in Regulation S promulgated under the Securities Act), provided that such Foreign Institutional Investors are duly registered before CVM and are investing in Brazil, without the need therefore to request and obtain registration of distribution and placement of the Shares before an agency or regulatory entity of the capital market of another country, including the SEC.

3. The total amount of the Offering will be settled according to the setting of the selling price of the Shares (“Price per Share”), after a bookbuilding process, in compliance with Article 44 from Instrução CVM 400 and in line with Article 170, Paragraph 1, item III, of Lei das S.A. The Price per Share shall be calculated having in consideration of the closing price of shares in BM&FBOVESPA and indications of interest in the quality of the collected demand for shares from institutional investors. The price per share shall be approved by the Board of Directors of the Company before granting registration of the Offering by CVM.

4. The completion of the Offer and its terms and conditions were approved at a meeting of the Board of Directors of the Company held on October 13, 2010. The issuance of the Shares, excluding the preemptive rights of existing shareholders of the Company, and Price per Share shall be approved by the Board of Directors of the Company to be held before the grant of registration of the Offer by the CVM, which record shall be duly filed with the State Trade Board of Sao Paulo and published in the Official Gazette of the State of Sao Paulo and Valor Econômico.

5. This communication shall not be considered as a public offering announcement and any relevant decision will be disclosed at a later time. The Offer is subject to conditions in local and global capital markets. A Notice to the Market (Aviso ao Mercado) will be published with further information on (i) the terms and conditions of the Offer, (ii) where copies of the Preliminary Prospectus may be obtained, (iii) the estimated dates of the Offer and where to obtain further information on the Offer, and (iv) the conditions, the procedures, reserve period for the retail offering and the period for the bookbuilding process. The Offer will be commenced upon registration in the CVM.

Valinhos, November 3^rd, 2010.

José Augusto Gonçalves de Araújo Teixeira
Investor Relations Officer and Planning Officer

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