On January 11, 2023, 2U, Inc. closed the transaction. The company has amended the terms of the transaction. The company has received $127 million in the transaction.

The notes bear interest at a rate of 4.50% per annum on the principal amount thereof, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023, to the holders of record of the notes as of the close of business on the immediately preceding January 15 and July 15, respectively. The notes will mature on February 1, 2030, unless earlier redeemed or repurchased by the company or converted. The notes are the senior, unsecured obligations of the company and are equal in right of payment with the company's senior unsecured indebtedness, senior in right of payment to the company's indebtedness that is expressly subordinated to the Notes, effectively subordinated to the company's senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and preferred equity, if any, of the company's subsidiaries.

The notes will be redeemable, in whole or in part, at the company's option at any time, and from time to time, and subject to limited exceptions with respect to notes that cannot be immediately physically settled due to the ownership cap, on or after January 11, 2026 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the company sends the related redemption notice, and (ii) the trading day immediately before the date the company sends such notice.