Item 1.01. Entry into a Material Definitive Agreement.
On November 3, 2020, Strategic Education, Inc. ("Strategic Education") entered
into a Third Amendment to Second Amended and Restated Revolving Credit and Term
Loan Agreement and Amendment to Other Loan Documents (the "Amendment") with
certain of its subsidiaries party thereto as subsidiary guarantors, Truist Bank
(as successor by merger to SunTrust Bank), as administrative agent (the
"Administrative Agent"), and the other lenders party thereto. The Amendment
amends the Second Amended and Restated Revolving Credit and Term Loan Agreement,
dated November 8, 2012 (as amended by the First Amendment to Second Amended and
Restated Revolving Credit and Term Loan Agreement, dated July 2, 2015, the
Second Amendment to Second Amended and Restated Revolving Credit and Term Loan
Agreement, dated August 1, 2018, and the Supplement Agreement, dated August 10,
2020, the "Credit Agreement"), among Strategic Education, the lenders party
thereto and the Administrative Agent. The Credit Agreement, which was described
in Strategic Education's Current Reports on Form 8-K filed on August 1, 2018 and
August 10, 2020, provided, among other things, for a $350 million senior secured
revolving credit facility (the "Revolving Credit Facility") with a maturity date
of August 1, 2023.
The Amendment, among other things, (i) extends the maturity date of the
Revolving Credit Facility from August 1, 2023 to November 3, 2025, (ii) provides
Strategic Education with an option, subject to obtaining additional loan
commitments and satisfaction of certain conditions, to increase the commitments
under the Revolving Credit Facility or establish one or more incremental term
loans (each, an "Incremental Facility") in the future in an aggregate amount of
up to the sum of (x) the greater of (A) $300 million and (B) 100% of Strategic
Education's consolidated EBITDA (earnings before interest, taxes, depreciation,
amortization, and noncash charges, such as stock-based compensation) calculated
on a trailing four-quarter basis and on a pro forma basis, and (y) if such
Incremental Facility is incurred in connection with a permitted acquisition or
other permitted investment, any amounts so long as Strategic Education's
leverage ratio (calculated on a trailing four-quarter basis) on a pro forma
basis will be no greater than 1.75:1.00, (iii) provides for a subfacility for
borrowings in certain foreign currencies in an amount equal to the U.S. dollar
equivalent of $150 million, and (iv) amends certain negative covenants and
events of default. In addition, the Credit Agreement, as amended by the
Amendment, requires that Strategic Education satisfy certain financial
maintenance covenants, including:
? A leverage ratio of not greater than 2.00:1.00. Leverage ratio is defined as
the ratio of total debt (net of unrestricted cash in an amount not to exceed
$150 million) to trailing four-quarter EBITDA.
? A coverage ratio of not less than 1.75:1.00. Coverage ratio is defined as the
ratio of trailing four-quarter EBITDA and rent expense to trailing four-quarter
interest and rent expense.
? A U.S. Department of Education Financial Responsibility Composite Score of not
less than 1.0 for any fiscal year and not less than 1.5 for any two consecutive
fiscal years.
In addition, the Administrative Agent and other lenders party to the Credit
Agreement consented to the consummation of Strategic Education's acquisition of
the Australia and New Zealand operations (collectively, the "Business") of
Laureate Education, Inc. ("Laureate") pursuant to the sale and purchase
agreement, dated July 29, 2020 (the "Purchase Agreement"), by and among
Strategic Education, SEI Newco Inc. ("Purchaser"), LEI AMEA INVESTMENTS B.V. and
Laureate.
Except as amended by the Amendment, the remaining terms of the Credit Agreement
remain in full force and effect.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment,
which will be filed as an exhibit to Strategic Education's Form 10-Q for the
quarter ended September 30, 2020. In addition, a conformed copy of the Credit
Agreement will appear as Exhibit A of the Amendment.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 3, 2020, Strategic Education completed the previously announced
acquisition of the Business from Laureate. Pursuant to the Purchase Agreement,
the aggregate consideration paid by Purchaser is approximately $662.0 million in
cash, which reflects the original agreed upon purchase price of $642.7 million,
plus a $19.3 million adjustment reflecting an estimated $16 million of net cash
at close, and an estimated $3.3 million related to higher net working capital.
These estimated adjustments will be subject to a final true-up of net cash and
net working capital, based on the actual closing accounts to be agreed upon no
more than 60 days following close. Strategic Education funded the aggregate
consideration paid in the transaction using cash on hand and borrowings under
the Revolving Credit Facility.
The foregoing summary description of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Purchase Agreement, which was filed as Exhibit 2.1 to Strategic Education's
amended Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 5, 2020, and is incorporated by reference herein.
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2020, Strategic Education issued a press release announcing its
financial results for the period ended September 30, 2020. A copy of the press
release is furnished as Exhibit 99.1 hereto and is hereby incorporated by
reference into this Item 2.02.
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The information furnished under this Item 2.02, including Exhibit 99.1, shall
not be deemed "filed" with the Securities and Exchange Commission nor
incorporated by reference in any registration statement filed by Strategic
Education under the Securities Act of 1933, as amended.
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 under Item 1.01 of this Current Report is incorporated
in this Item 2.03 by reference. On November 3, 2020, Strategic Education
borrowed $141.8 million under the Revolving Credit Facility in part to fund a
portion of the purchase price for the Business.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Sale and Purchase Agreement, dated July 29, 2020, among Strategic
Education Inc., SEI Newco Inc., LEI AMEA INVESTMENTS B.V. and Laureate
Education, Inc. (incorporated by reference to Exhibit 2.1 to Strategic
Education Inc.'s Current Report on Form 8-K/A filed on August 5, 2020)
99.1 Press Release dated November 5, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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