Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed, on January 24, 2022, Adtalem Global Education Inc.
("ATGE" or "the Company"), entered into an Equity Purchase Agreement (the
"Agreement") with McKissock, LLC ("McKissock") and Avalon Acquiror, Inc. ("Amber
Purchaser" and, together with McKissock, the "Purchasers" and each, a
"Purchaser") under which the Purchasers agreed to acquire certain businesses
that comprised Adtalem's Financial Services segment, which included the
Association of Certified Anti-Money Laundering Specialists business (the "ACAMS
Business"), the Becker Professional Education business (the "Becker Business"),
and the OnCourse Learning business (the "OCL Business" and, collectively with
the ACAMS Business and the Becker Business, the "Businesses"). Under the terms
and subject to the conditions set forth in the Agreement, ATGE and certain of
its subsidiaries agreed to sell all of the outstanding equity interests in the
entities that operate the ACAMS Business to Amber Purchaser (the "ACAMS
Transaction") and all of the outstanding equity interests in the entities that
operate the Becker Business and the OCL Business, respectively, to McKissock
(the "Becker/OCL Transaction" and, together with the ACAMS Transaction, the
"Transactions" and each, a "Transaction").
On March 10, 2022, ATGE completed the Transactions in exchange for an aggregate
sale price of $1 billion in cash, subject to certain adjustments set forth in
the Agreement.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement, a
copy of which is filed as Exhibit 2.1, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On March 10, 2022, ATGE issued a press release announcing the consummation of
the Transactions. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated by reference in this Item 7.01. The press release is
furnished and not filed pursuant to Instruction B.2 of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of ATGE is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference:
• Unaudited pro forma consolidated balance sheet as of December 31, 2021
and notes thereto.
• Unaudited pro forma consolidated statements of loss/income for the six
months ended December 31, 2021, and each of the years ended June 30, 2021,
2020 and 2019 and notes thereto.
(d) Exhibits.
2.1 Equity Purchase Agreement by and among McKissock, Amber Purchaser, and
Adtalem Global Education Inc., dated as of January 24, 2022, (incorporated
by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K
(File No. 001-13988) filed with the Securities and Exchange Commission on
January 25, 2022.)
99.1 Press Release of Adtalem Global Education Inc., dated March 10, 2022.
99.2 ATGE Unaudited Pro Forma Consolidated Financial Statements
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses