Item 7.01 Regulation FD Disclosure
On March 1, 2022, Adtalem Global Education Inc, (“Adtalem” or the “Company”) announced its intent to enter into an
accelerated share repurchase (“ASR”) agreement to repurchase an aggregate of $150 million of Adtalem’s common stock, which will be funded with existing cash. In addition, the Company announced that it intends to deploy approximately $770 million
of the approximately $820 million in net proceeds from the pending divestiture of the financial services segment to pay down debt. The financial services divestiture is expected to close by March 31, 2022.
In addition to the $150 million ASR program, the Adtalem Board of Directors also authorized open market share repurchases of
up to $300 million of the Company’s common stock over the next 36 months, which would be funded by existing cash and future free cash flow. Any open market purchases will be at such times and in amounts as the Company has approved in accordance
with applicable rules and regulations.
A copy of the press release announcing Adtalem’s plans regarding the ASR, the repayment of debt, and the open market share
repurchases is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information contained in this report, including Exhibit 99.1 attached hereto, is considered to be 'furnished' and shall
not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section.
Forward-Looking Statements
Certain statements contained in this Form 8-K
are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not
directly relate to any historical or current fact, which includes statements regarding the Company’s future growth, the future impacts of the COVID-19 pandemic, the efficacy and distribution of the
vaccines, the expected synergies from the recent Walden acquisition, and the pending sale of the financial services segment, including our anticipated net proceeds and whether the pending sale will be completed in the anticipated timeframe, if
at all. Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,”
“could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These
risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC.
Item 9.01 Financial Statements and Exhibits
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.
|
ADTALEM GLOBAL EDUCATION INC.
|
|
|
|
|
|
By:
|
/s/ Robert J. Phelan
|
|
|
|
Robert J. Phelan
|
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Date: March 1, 2022