0000949377-20-000032.txt : 20200221 0000949377-20-000032.hdr.sgml : 20200221 20200221160814 ACCESSION NUMBER: 0000949377-20-000032 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200221 DATE AS OF CHANGE: 20200221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Adtalem Global Education Inc. CENTRAL INDEX KEY: 0000730464 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 363150143 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43087 FILM NUMBER: 20640077 BUSINESS ADDRESS: STREET 1: 500 WEST MONROE STREET 2: 28TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 630-515-7700 MAIL ADDRESS: STREET 1: 500 WEST MONROE STREET 2: 28TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education DATE OF NAME CHANGE: 20170522 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education Inc. DATE OF NAME CHANGE: 20170519 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education DATE OF NAME CHANGE: 20170519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: International Value Advisers, LLC CENTRAL INDEX KEY: 0001456417 IRS NUMBER: 412253838 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 212-584-3570 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 iva_13d.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. )*

Adtalem Global Education Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

00737L103

(CUSIP Number)

Shanda Scibilia

International Value Advisers, LLC

717 Fifth Avenue, 10th Floor

New York, NY 10022

(212) 584-3570

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 13, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

CUSIP No. 00737L103


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). International Value Advisers, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐; (b) ☐
3.	SEC Use Only
4.	Source of Funds AF
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware, United States
Number of Shares Beneficially owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,425,719
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,697,751
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,697,751
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 5.1%
14.	Type of Reporting Person (See Instructions) IA

CUSIP No. 00737L103


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Charles de Vaulx
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds OO
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,740,688
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,012,720
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,012,720
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 3.8%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 00737L103


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Charles de Lardemelle
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds OO
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially owned by Each Reporting Person With:		7.	Sole Voting Power 685,031
		8.	Shared Voting Power 1,740,688
		9.	Sole Dispositive Power 685,031
		10.	Shared Dispositive Power 2,012,720
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,697,751
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 5.1%
14.	Type of Reporting Person (See Instructions) IN

Item 1. Security and Issuer

This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Adtalem Global Education Inc., a Delaware corporation (the “Issuer”), with principal executive offices at 500 West Monroe Street, Chicago, IL 60661

Item 2. Identity and Background

(a) The Shares reported herein are held by various separately managed account clients (the “Managed Accounts”) and certain funds (the “Funds”) under the management and control of International Value Advisers, LLC (“IVA”), a Delaware limited liability company and an investment adviser registered under the Investment Advisers Act of 1940. The Funds are the following: (i) IVA Worldwide Fund, an investment company registered under the Investment Company Act of 1940, as amended (“WORLD”); (ii) IVA Global Fund (Delaware) L.P., a Delaware limited partnership (“IVAGF”); and (iii) IVA Global SICAV, an investment company registered in the Grand Duchy of Luxembourg as an undertaking for collective investment in transferable securities (“SICAV”). IVA is also the managing partner of IVAGF’s general partner. Charles de Vaulx and Charles (“Chuck”) de Lardemelle are co-Chief Investment Officers (each a “CIO”, and together, the “CIOs”) for, WORLD, IVAGF and all but one Managed Account and, as such, have the authority to make decisions regarding disposition of their Shares and the authority to make decisions regarding voting of some of the shares. Chuck de Lardemelle also acts as the sole Portfolio Manager for a Managed Account and the SICAV, and, as such, has the authority to make decision regarding disposition of their shares and the authority to make decisions regarding voting all of their Shares. IVA and the CIOs are each referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.”

(b) The principal business address of IVA and the CIOs is 717 Fifth Avenue, 10^th Floor, New York, NY 10022.

(d) Neither IVA nor the CIOs has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither IVA nor the CIOs has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) IVA is a Delaware limited liability company. Charles de Vaulx and Chuck de Lardemelle are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

The Shares reported herein were acquired at an aggregate purchase amount of $92,737,080. The Shares were acquired with investment funds of the Managed Accounts and Funds advised by IVA.

Item 4. Purpose of Transaction

IVA acquired the Shares for investment purposes in the ordinary course of business.

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Shares at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Shares, changes in the Issuer's operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of the Issuer’s Shares., exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations or board of directors, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Shares or dispose of all the Shares beneficially owned by them, in the public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

Michael W. Malafronte, Managing Partner of IVA, serves on the Issuer’s board of directors.

Item 5. Interest in Securities of the Issuer

The aggregate percentage of Share reportedly owned by each person named herein is based upon 52,913,988 Shares outstanding, as of January 27, 2020 and reported in the Issuer’s Form 10-Q filed on February 4, 2020.

IVA

As of February 21, 2020, 2,697,751 Shares in aggregate were deemed to be beneficially owned by IVA, as the investment manager to i) WORLD which owns 1,397,052 Shares constituting 2.6% of the Issuer’s outstanding Shares, ii) IVAGF which owns 66,807 Shares constituting 0.1% of the Issuer’s outstanding Shares, iii) SICAV which owns 283,981 Shares constituting 0.5% of the Issuer’s outstanding Shares, and iv) the Managed Accounts which own 949,911 Shares constituting 1.8% of the Issuer’s outstanding Shares.

Percentage: 5.1%

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 2,425,719

Sole power to dispose or direct the disposition: 0

Shared power to dispose or direct the disposition: 2,697,751

Charles de Vaulx

Mr. De Vaulx, as the co-CIO and managing member of IVA, may be deemed the beneficial owner of 2,012,720 Shares owned by certain Funds and all but one Managed Account.

Percentage: 3.8%

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 1,740,688

Sole power to dispose or direct the disposition: 0

Shared power to dispose or direct the disposition: 2,012,720

Chuck de Lardemelle

Mr. de Lardemelle, as a co-CIO and managing member of IVA, may be deemed the beneficial owner of 2,697,751 Shares owned by the Funds and the Managed Accounts.

Percentage: 5.1%

Sole power to vote or direct the vote: 685,031

Shared power to vote or direct the vote: 1,740,688

Sole power to dispose or direct the disposition: 685,031

Shared power to dispose or direct the disposition: 2,012,720

As of February 21, 2020, the Reporting Persons collectively beneficially owned an aggregate of 2,697,751 Shares, constituting 5.1% of the Issuer’s outstanding Shares.

Each Reporting Person, as a member of a “group” with the other Reporting Persons, may be deemed beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

A list of transactions in the Shares that were effected by the Reporting Persons during the past 60 days is attached as Exhibit A hereto and is incorporated herein by reference. All of the transactions listed on Exhibit A were effected in the open market.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares other than the Funds and Managed Accounts that IVA manages.

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On February 21, 2020 the Reporting Persons entered into a Joint Filing Agreement in which, among other things, the Reporting Persons agreed to joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto Exhibit B.

Item 7. Material to be Filed as Exhibits

Exhibit A Transactions in Shares that were effected by IVA during the past sixty days.

Exhibit B Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 21, 2020

International Value Advisers, LLC

By: /s/ Charles de Vaulx

Name: Charles de Vaulx

Title: Managing Member

Charles de Vaulx

/s/ Charles de Vaulx

Charles de Lardemelle

/s/ Charles de Lardemelle

EXHIBIT INDEX

Exhibit A Transactions in Shares that were effected by IVA during the past sixty days

Exhibit B Joint Filing Agreement

EX-1 2 iva_ex-1.htm TRANSACTIONS IN SHARES

Exhibit A

TRANSACTIONS DURING PAST 60 DAYS

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Issuer during the past 60 days:

Account	Date of Transaction	Transaction Type (Purchase or Sale)	Shares	Price

IVAGF	1/2/2020	Sale	6,298	$34.54
SICAV	1/6/2020	Purchase	2,487	$34.67
SICAV	1/6/2020	Purchase	22,670	$35.06
Managed Account	1/6/2020	Purchase	1,427	$35.06
SICAV	1/7/2020	Purchase	45,566	$35.49
Managed Account	1/7/2020	Purchase	2,868	$35.49
SICAV	1/8/2020	Purchase	16,893	$35.63
SICAV	1/8/2020	Purchase	23,902	$35.38
Managed Account	1/8/2020	Purchase	1,504	$35.38
Managed Account	1/8/2020	Purchase	5,470	$35.63
IVAGF	1/9/2020	Purchase	2,719	$35.93
WORLD	1/9/2020	Purchase	32,024	$35.93
SICAV	1/9/2020	Purchase	2,849	$35.93
Managed Accounts	1/9/2020	Purchase	29,594	$35.93
IVAGF	1/10/2020	Purchase	4,047	$35.46
WORLD	1/10/2020	Purchase	47,664	$35.46
SICAV	1/10/2020	Purchase	4,241	$35.46
Managed Accounts	1/10/2020	Purchase	44,048	$35.46
IVAGF	1/13/2020	Purchase	1,417	$35.63
WORLD	1/13/2020	Purchase	16,682	$35.63
SICAV	1/13/2020	Purchase	1,484	$35.63
Managed Accounts	1/13/2020	Purchase	15,417	$35.63
IVAGF	1/14/2020	Purchase	2,630	$36.18
WORLD	1/14/2020	Purchase	30,982	$36.18
SICAV	1/14/2020	Purchase	2,757	$36.18
Managed Accounts	1/14/2020	Purchase	28,631	$36.18
SICAV	1/15/2020	Purchase	61,601	$36.39
IVAGF	1/31/2020	Purchase	1,733	$34.51
WORLD	1/31/2020	Purchase	29,636	$34.51
Managed Accounts	1/31/2020	Purchase	18,918	$34.51
IVAGF	2/3/2020	Purchase	3,033	$35.11
WORLD	2/3/2020	Purchase	51,862	$35.11
Managed Accounts	2/3/2020	Purchase	33,105	$35.11
Managed Account	2/4/2020	Purchase	84,577	$35.12
Managed Account	2/5/2020	Sale	9,186	$36.26
Managed Account	2/5/2020	Purchase	87,423	$35.97
Managed Account	2/6/2020	Purchase	25,000	$35.88
IVAGF	2/11/2020	Purchase	1,483	$33.17
WORLD	2/11/2020	Purchase	36,558	$33.17
SICAV	2/11/2020	Purchase	3,112	$33.17
Managed Accounts	2/11/2020	Purchase	23,989	$33.17
IVAGF	2/12/2020	Purchase	989	$34.00
WORLD	2/12/2020	Purchase	24,386	$34.00
SICAV	2/12/2020	Purchase	2,076	$34.00
Managed Accounts	2/12/2020	Purchase	16,002	$34.00
IVAGF	2/13/2020	Purchase	1,116	$34.44
WORLD	2/13/2020	Purchase	27,502	$34.44
SICAV	2/13/2020	Purchase	2,342	$34.44
Managed Accounts	2/13/2020	Purchase	18,046	$34.44
IVAGF	2/14/2020	Purchase	50	$34.73
IVAGF	2/14/2020	Purchase	1,065	$35.02
WORLD	2/14/2020	Purchase	1,235	$34.73
WORLD	2/14/2020	Purchase	26,264	$35.02
SICAV	2/14/2020	Purchase	105	$34.73
SICAV	2/14/2020	Purchase	2,236	$35.02
Managed Accounts	2/14/2020	Purchase	810	$34.73
Managed Accounts	2/14/2020	Purchase	11,107	$35.02

EX-2 3 iva_ex-2.htm JOINT FILING AGREEMENT

Exhibit B

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Adtalem Global Education Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Joint Filing Agreement.

Dated: February 21, 2020

International Value Advisers, LLC

By: /s/ Charles de Vaulx

Name: Charles de Vaulx

Title: Managing Partner

Charles de Vaulx

/s/ Charles de Vaulx

Charles de Lardemelle

/s/ Charles de Lardemelle