Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 12, 2021, Laureate Education, Inc., a Delaware public benefit
corporation (the "Company"), closed the previously disclosed transaction
pursuant to the Membership Interest Purchase Agreement (the "Purchase
Agreement"), dated September 11, 2020, with Adtalem Global Education Inc., a
Delaware corporation (the "Purchaser"). Pursuant to the Purchase Agreement, the
Company sold 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"). The
total purchase price was $1,480 million in cash, subject to certain closing
adjustments. In addition, approximately $83.6 million of restricted cash on the
Company's balance sheet related to collateralized regulatory obligations is
expected to be released in the coming months following the completion of the
transaction.
The consummation of the sale transaction constituted a significant disposition
for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma financial
information required by Item 9.01 is included at the end of this Current Report
on Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K may include certain disclosures which contain
"forward-looking statements" within the meaning of the federal securities laws,
which involve risks and uncertainties. You can identify forward-looking
statements because they contain words such as "believes," "expects," "may,"
"will," "should," "seeks," "approximately," "intends," "plans," "estimates" or
"anticipates" or similar expressions that concern our strategy, plans or
intentions. 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. Important factors that could
cause actual results to differ materially from our expectations are disclosed in
our Annual Report on Form 10-K filed with the SEC on February 25, 2021, our
Quarterly Reports on Form 10-Q filed and to be filed with the SEC and other
filings made with the SEC.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2021, the Company and Paula Singer, CEO, Walden and Laureate
Online Partners, agreed to the termination of the previously disclosed April
2020 Special Retention/Transaction Bonus, Equity Awards and Severance Policy
Letter Agreement between Ms. Singer and the Company. In recognition of her
departure from the Company, the parties agreed that Ms. Singer will receive a
payment from the Company of $1,377,000, representing one and a half (1.5) times
her base salary and target annual bonus, plus $128,118, representing a pro-rated
target annual bonus through the closing date less amounts previously paid, and
acceleration of her outstanding and non-forfeited equity awards as of the
closing date. Such payments and benefits represent the same that would otherwise
be owed to Ms. Singer under the prior agreement.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following financial information is included at the end of this Current
Report on Form 8-K and is filed herewith and incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2021.
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