Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2020, Laureate Education, Inc., a Delaware public benefit
corporation (the "Company"), entered into a Membership Interest Purchase
Agreement (the "Purchase Agreement") with Adtalem Global Education Inc., a
Delaware corporation (the "Purchaser"). Pursuant to the Purchase Agreement, the
Company has agreed to sell to the Purchaser all of the issued and outstanding
equity interest in Walden e-Learning, LLC, a Delaware limited liability company
and a wholly owned subsidiary of the Company ("Walden"), and its subsidiary,
Walden University, LLC, a Florida limited liability company and an indirect
wholly owned subsidiary of the Company (together with Walden, the "Walden
Group"), in exchange for a purchase price of $1.480 billion in cash, subject to
certain adjustments set forth in the Purchase Agreement. Following completion of
the transaction, the Company anticipates that up to $141 million of restricted
cash related to collateralized regulatory obligations will be released.
The closing of the transaction is expected to occur toward the end of 2021 and
is subject to customary closing conditions, including regulatory approval by the
U.S. Department of Education and the Higher Learning Commission and required
antitrust approvals. Under certain specified circumstances, the Purchaser may be
required to pay the Company a termination fee of $88 million, including if the
Purchaser terminates the Purchase Agreement as a result of the imposition by the
U.S. Department of Education of certain specified restrictions, or if the
Company terminates the Purchase Agreement as a result of the Purchaser's failure
to consummate the transaction upon satisfaction of the closing conditions.
For the 12-month period ended June 30, 2020, the Walden Group had approximately
$591.3 million in revenue, $146.5 million in operating income (which included
$1.2 million in Excellence-in-Process1 expenses and $0.9 million in share-based
compensation expense) and $23.2 million in depreciation and amortization and, as
of June 30, 2020, collectively had approximately 53,500 students.
Forward-Looking Statements
This Current Report on Form 8-K includes certain disclosures which contain
"forward-looking statements" within the meaning of the U.S. federal securities
laws, which involve risks and uncertainties. You can identify forward-looking
statements because they often contain words such as "subject to," "expect" or
similar expressions that concern the Purchase Agreement and the transaction
contemplated by the Purchase Agreement. Any statement that we make relating to
the closing of the transaction contemplated by the Purchase Agreement is a
forward-looking statement. Forward-looking statements are based on the Company's
current expectations and assumptions. Because forward-looking statements relate
to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that may differ materially from those contemplated by the
forward-looking statements, which are neither statements of historical fact nor
guarantees or assurances of future performance. These uncertainties, risks and
changes in circumstances include the risks and uncertainties inherent in the
transaction contemplated by the Purchase Agreement and in our business,
including, without limitation: the occurrence of any event, change or other
circumstances that could give rise to the termination of the Purchase Agreement;
the risk that the conditions to the closing are not satisfied; and the risk that
such transaction will not be consummated within the expected time period or at
all. Other important factors that could cause actual results to differ
materially from the Company's expectations are set forth under the caption "Risk
Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, as updated in the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2020 and June 30, 2020. The Company is under no
obligation to (and specifically disclaims any such obligation to) update or
alter its forward-looking statements, whether as a result of new information,
future events or otherwise.
1 Excellence-in-Process ("EiP") implementation expenses are related to an
enterprise-wide initiative to optimize and standardize the Company's processes,
creating vertical integration of procurement, information technology, finance,
accounting and human resources. It included the establishment of regional shared
services organizations around the world, as well as improvements to the
Company's system of internal controls over financial reporting. The EiP
initiative also includes other back- and mid-office areas, as well as certain
student-facing activities, expenses associated with streamlining the
organizational structure and certain non-recurring costs incurred in connection
with the planned and completed dispositions. Beginning in the third quarter of
2019, EiP also includes expenses associated with an enterprise-wide program
aimed at revenue growth.
© Edgar Online, source Glimpses