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)
December
15, 2015
______________
DEVRY
EDUCATION GROUP INC.
(Exact
name of registrant as specified in its charter)
______________
|
Delaware |
1-13988 |
36-3150143 |
|
(State of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
3005 Highland Parkway Downers Grove, IL |
60515 |
|
(Address of principal executive offices) |
(Zip Code) |
(630) 571-7700
(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))
Item 7.01. Regulation FD Disclosure.
On December 15, 2015, DeVry Education Group Inc. (“DeVry Group”) announced that its subsidiary, DeVry Educacional do Brasil S/A (“DeVry Brasil”), acquired a 96.4% interest in Grupo Ibmec Educacional S.A., a leading provider of high-quality undergraduate and graduate programs in Brazil and owner of Ibmec, with campuses in Rio de Janeiro, Brasilia and Belo Horizonte, and Metrocamp, with a campus in Campinas. A copy of the press release is included as Exhibit 99.1 to this Form 8-K.
Also on December 15, 2015, DeVry Group issued a press release announcing that its Board of Directors (the “Board”) had authorized a ninth share repurchase program, which allows DeVry Group to buy back up to $100 million of its common stock through December 31, 2017. This new repurchase program will commence on January 1, 2016. The timing and amount of any repurchase will be determined by management based on its evaluation of market conditions and other factors. These repurchases may be made through the open market, including block purchases, or in privately negotiated transactions, or otherwise. The buyback will be funded through available cash balances and/or borrowings, and may be suspended or discontinued at any time. A copy of the press release is included as Exhibit 99.2 to this Form 8-K.
Forward Looking Statements
Certain statements contained in this Form 8-K and related press release, including those that affect DeVry Group’s expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as DeVry Group. or its management “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans” or other words or phrases of similar import.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause DeVry Group’s actual results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ can be found in DeVry Group’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015 and in DeVry Group’s Form 10-Q for the fiscal quarter ended September 30, 2015.
These forward-looking statements are based on information as of December 15, 2015, and DeVry Group assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release, dated December 15, 2015, announcing the acquisition of Grupo Ibmec Educacional S.A.
99.2 Press Release, dated December 15, 2015, announcing ninth share repurchase program.
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.
|
DEVRY EDUCATION GROUP INC. |
|||
| (Registrant) | |||
| Date: |
December 15, 2015 |
By: |
/s/ Patrick J. Unzicker |
|
Patrick J. Unzicker |
|||
|
Vice President, Chief Accounting Officer and Treasurer |
|||
Exhibit 99.1
DeVry Brasil Acquires Ibmec Group
DeVry Group continues to build on its global diversification strategy
DOWNERS GROVE, Ill.--(BUSINESS WIRE)--December 15, 2015--DeVry Education Group (NYSE: DV), a global provider of educational services, today announced that DeVry Brasil has acquired 96.4 percent of Grupo Ibmec Educacional S.A. (Ibmec), for a proportional enterprise value of R$699 million, subject to closing adjustments. Ibmec operates campuses located in Rio de Janeiro, Brasilia and Belo Horizonte, and in Campinas, where it operates under the name Metrocamp. A nationally recognized educational institution, Ibmec has been widely-known for its academic excellence for more than 40 years, and it currently serves nearly 15,000 undergraduate and graduate students onsite and online throughout Brazil.
“We are looking beyond the current market disruptions and focusing on the long-term opportunities in higher education in Brazil. We are making this acquisition now because there are so few opportunities to acquire an institution of Ibmec’s caliber,” said Daniel Hamburger, president and CEO of DeVry Education Group. “Ibmec is an excellent strategic fit that will increase our presence in Brazil’s largest region. We see strong growth opportunities including distributing Ibmec’s high-end programs through the DeVry Brasil network.”
Ibmec is unique among private sector colleges in Brazil, with a strong brand, supported by highly-ranked programs. Ibmec offers programs in business, law, and engineering taught by highly recognized faculty in premier locations with access to major employers in Brazil.
Ibmec enhances DeVry Brasil’s position as a leading, high-quality private-sector education provider. Expansion plans include distributing Ibmec’s high-end programs through the DeVry Brasil network, expansion to new campuses and growing corporate education.
Total revenue in 2015 is projected to be R$235 million. Ibmec has a relatively low exposure to the FIES student loan program, which currently represents approximately 11 percent of Ibmec’s total revenue. Through the implementation of its proven acquisition integration playbook, DeVry Group expects to further improve performance. The acquisition is expected to be accretive to DeVry Group’s adjusted earnings in fiscal 2016 and beyond.
Both students and faculty of Ibmec will benefit from the exchange of academic best practices with other DeVry Group institutions, investments in infrastructure and technology, access to virtual libraries and research databases, subsidized English-language courses and exchange programs, and the ability to collaborate with other members of the large community of faculty and students at DeVry Brasil institutions.
About DeVry Education Group
The purpose of DeVry Education Group is to empower its students to achieve their educational and career goals. DeVry Education Group Inc. (NYSE: DV; member S&P MidCap 400 Index) is a global provider of educational services and the parent organization of American University of the Caribbean School of Medicine, Becker Professional Education, Carrington College, Chamberlain College of Nursing, DeVry Brasil, DeVry University and its Keller Graduate School of Management, Ross University School of Medicine and Ross University School of Veterinary Medicine. These institutions offer a wide array of programs in healthcare, business, technology, accounting, finance and law. For more information, please visit www.devryeducationgroup.com.
Certain statements contained in this press release, including those that affect DeVry Group’s expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as DeVry Inc. or its management “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans” or other words or phrases of similar import. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause DeVry’s actual results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ can be found in DeVry Group’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015 and in DeVry Group’s Form 10-Q for the fiscal quarter ended September 30, 2015. These forward-looking statements are based on information as of December 15, 2015, and DeVry Group assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
CONTACT:
DeVry Education Group
Investor Contact:
Joan Walter,
630-353-3800
jwalter@devrygroup.com
or
Media Contact:
Ernie
Gibble, 630-353-9920
egibble@devrygroup.com
Exhibit 99.2
DeVry Group Authorizes Ninth Share Repurchase Program
DOWNERS GROVE, Ill.--(BUSINESS WIRE)--December 15, 2015--DeVry Education Group (NYSE: DV), a global provider of educational services, today announced that its board of directors approved its ninth share repurchase program, which allows DeVry Group to repurchase up to $100 million of its common stock through Dec. 31, 2017.
“Today’s announcement marks a continuation of our balanced approach to capital allocation,” said Daniel Hamburger, president and CEO of DeVry Education Group. “Over the past three fiscal years we have returned $156 million to shareholders through share repurchases and dividends, invested $280 million in capital expenditures to support academic quality and organic growth, and deployed $118 million for diversifying acquisitions.”
DeVry Group expects the number of shares repurchased in the fiscal 2016 second quarter to increase approximately 14 to 16 percent compared to the first quarter. In the first quarter of fiscal 2016, share repurchases increased 32 percent compared to the prior quarter.
The timing and amount of any repurchase will be determined by management and the board based on evaluation of market conditions and other factors. These repurchases may be made through the open market, including block purchases, in privately negotiated transactions, or otherwise. The repurchases will be funded through available cash balances and/or borrowings, and may be suspended or discontinued at any time.
About DeVry Education Group
The purpose of DeVry Education Group is to empower its students to achieve their educational and career goals. DeVry Education Group Inc. (NYSE: DV; member S&P MidCap 400 Index) is a global provider of educational services and the parent organization of American University of the Caribbean School of Medicine, Becker Professional Education, Carrington College, Chamberlain College of Nursing, DeVry Brasil, DeVry University and its Keller Graduate School of Management, Ross University School of Medicine and Ross University School of Veterinary Medicine. These institutions offer a wide array of programs in healthcare, business, technology, accounting, finance and law. For more information, please visit www.devryeducationgroup.com.
Certain statements contained in this press release, including those that affect DeVry Group’s expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as DeVry Inc. or its management “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans” or other words or phrases of similar import. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause DeVry’s actual results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ can be found in DeVry Group’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015 and in DeVry Group’s Form 10-Q for the fiscal quarter ended September 30, 2015. These forward-looking statements are based on information as of December 15, 2015, and DeVry Group assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
CONTACT:
DeVry Education Group
Investor Contact:
Joan Walter,
630-353-3800
jwalter@devrygroup.com
or
Media Contact:
Ernie
Gibble, 630-353-9920
egibble@devrygroup.com