UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2021
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-13988
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36-3150143
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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500 West Monroe
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Chicago, IL
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60661
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(Address of principal executive offices)
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(Zip Code)
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(866) 374-2678
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol |
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Name of each exchange on
which registered
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Common Stock $0.01 Par Value
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ATGE
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New York Stock Exchange
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Common Stock $0.01 Par Value
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ATGE
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement
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On July 21, 2021, Adtalem Global Education Inc. (“Adtalem”) and Laureate Education, Inc. (“Seller”) entered into a waiver and amendment (the “Amendment”)
to the Membership Interest Purchase Agreement, dated as of September 11, 2020 (as amended, the “Agreement”). Under the Amendment, Adtalem and Seller agreed (i) that the U.S. Department of Education notification dated June 23, 2021 to Walden
University (the “DOE Notification”) meets the definition of a DOE Preacquisition Response (as defined in the Agreement) and (ii) to waive any right to terminate the Agreement under sections 7.01(b)(iii) or 7.01(c)(ii) thereof in respect of the
DOE Notification. Seller also agreed to provide additional indemnification to Adtalem from and after the closing of the transactions contemplated by the Agreement.
The foregoing description of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Amendment, a copy of which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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ADTALEM GLOBAL EDUCATION INC.
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By:
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/s/ Douglas G. Beck
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Douglas G. Beck
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Senior Vice President and General Counsel
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