Item 1.01 Entry into a Material Definitive Agreement.
On
The Escrow Issuer has deposited the net proceeds of the offering, along with
certain additional funds, into a segregated depositary account (the "Escrow
Account"). The Company intends to use the net proceeds of the offering, along
with other financing sources, to finance the purchase price payable in
connection with the Company's previously announced acquisition (the
"Acquisition") of Walden e-
Upon consummation of the Acquisition, the Escrow Issuer will merge with and into the Company, with the Company continuing as the surviving corporation (the "Escrow Merger"), and the Company will assume all of the Escrow Issuer's obligations under the Notes, the Indenture, any supplemental indentures thereto, the applicable collateral documents and the other applicable documents (the "Assumption") and subject to the satisfaction of certain other conditions, the net proceeds from the offering and the other additional funds will be released from the Escrow Account to the Issuer or its designee. If the Acquisition is not consummated, the Escrow Issuer will be required to redeem the Notes at a price equal to 100% of the issue price of the Notes plus accrued and unpaid interest, if any, to, but not including, the redemption date. The term "Issuer" refers (a) prior to the Assumption, to the Escrow Issuer and (b) from and after the Assumption, to the Company.
The Notes were issued at 100.0% of their par value. The Notes bear interest at a
rate of 5.500% per year, payable semi-annually in arrears on
Upon the occurrence of a change of control or upon the sale of certain assets in which the Issuer does not apply the proceeds as required, the Issuer will be required to make an offer to repurchase each holder's Notes at a price equal to 101% (in the case of a change of control) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date.
At any time prior to
The Notes contain covenants that, following the Assumption, will limit the ability of the Issuer and each of the Guarantors to incur or guarantee additional debt or issue disqualified stock or preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; create certain restrictions on the Guarantors to make dividends or other payments to the Company; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. These covenants are subject to a number of important exceptions and qualifications. The Indenture and the Notes also provide for certain customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or be declared due and payable or would allow the trustee or the holders of at least 25% in principal amount of the then outstanding Notes to declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable by notice in writing to the Issuer and, upon such declaration, such principal and accrued and unpaid interest, if any, will be due and payable immediately.
The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and the Notes, copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofMarch 1, 2021 , by and between Adtalem Escrow Corporation, as escrow issuer, andU.S. Bank National Association , as trustee and notes collateral agent. 4.2 Form of 5.500% Senior Notes due 2028 (included in Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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