Perdoceo Education Corporation (NasdaqGS:PRDO) entered into an agreement to acquire University of St. Augustine for Health Sciences, LLC ("USAPC") for $144 million on July 15, 2024. The actual cash paid will depend on adjustments for cash, debt and working capital based on the final closing balance sheet. The cash consideration is expected to be funded fully using the Company?s available cash balances. Additionally, upon termination of the agreement by either the Perdoceo Education Corporation or USAPC under certain, specified circumstances, the Perdoceo Education Corporation will be required to pay the representative of the stockholders of USAPC a termination fee of either $4 million, $10 million or $20 million, depending on the circumstances. USAHS had approximately $170 million in revenue and approximately $35 million in operating income during its last fiscal year ended December 31, 2023.

The transaction is subject to receipt of certain third party consents, expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory approvals from the Accrediting Commission for Senior Colleges and Universities of the Western Association of Schools and Colleges (WASC). The boards of directors of both parties to the merger, the USAHS board of directors, and the USAHS stockholders holding 100% of the voting power over USAHS? parent?s outstanding common stock, each have unanimously approved the acquisition, and no other stockholder or board approval is required to complete the acquisition. The closing of the Merger is expected to occur in December 2024. Perdoceo expects the transaction to be accretive to the Company?s adjusted operating income immediately beginning in 2025 and the transaction to provide further growth in adjusted operating income in 2026.

Michael E. Weisser and Keri Schick Norton of Kirkland & Ellis LLP acted as legal advisor to USAPC. Christopher S. Atkinson and Joshua A. Feiger of Katten Muchin Rosenman LLP acted as legal advisor to Perdoceo Education Corporation.