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):
November 9, 2015 (November 5, 2015)
2U, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF INCORPORATION)
|
001-36376 |
|
26-2335939 |
|
(COMMISSION FILE NUMBER) |
|
(IRS EMPLOYER ID. NUMBER) |
|
8201 Corporate Drive, Suite 900 |
|
|
|
Landover, MD |
|
20785 |
|
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
|
(ZIP CODE) |
(301) 892-4350
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On November 5, 2015, the University of Southern California, on behalf of its School of Social Work (“USC”), and 2U, Inc. (the “Company”), entered into an amendment (the “Amendment”) to the Master Services Agreement, dated April 12, 2010, between the Company and USC, as amended (the “MSA”). The MSA was previously filed by the Company as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”) on February 21, 2014.
The Amendment extended the initial terms to June 30, 2030, of the Addendum to the MSA, dated April 12, 2010, regarding the delivery of an online Master of Social Work degree program (the “Social Work Addendum”), and the Third Addendum to the MSA, dated December 12, 2014, regarding the delivery of an online Nurse Practitioner nursing degree program.
The Amendment also significantly reduced the exclusivity obligations contained in the MSA and the Social Work Addendum. In exchange for the foregoing, the Company agreed to provide USC with fixed and contingent cash payments over a 24- to 48-month period, as well as a reduction in the Company’s revenue share percentage to be phased in over time. All other terms remain consistent with the MSA.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed with the SEC as an exhibit to the Annual Report on Form 10-K to be filed by the Company for the year ending December 31, 2015.
Item 7.01 Regulation FD Disclosure
On November 9, 2015, the Company issued a press release announcing its contract extension with USC. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number |
|
Exhibit Description |
|
99.1 |
|
Press release, dated November 9, 2015, “2U Announces 10-Year Contract Extension with USC School of Social Work.” |
SIGNATURE
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.
|
|
2U, INC. | |
|
|
| |
|
|
|
|
|
|
By: |
/s/ Christopher Paucek |
|
|
Name: |
Christopher Paucek |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
Date: November 9, 2015 |
|
|
Exhibit 99.1
2U Announces 10-Year Contract Extension with USC School of Social Work
Contract now ends in 2030
LANDOVER, Md., Nov. 9, 2015 /PRNewswire/ — 2U, Inc. (NASDAQ: TWOU) — 2U announced today that it has extended its contract with the University of Southern California (USC) School of Social Work by an additional 10 years. This contract for the Master of Social Work now extends to 2030. In addition, this new arrangement also extends the recently announced Master of Science in Nursing program to 2030.
“The USC School of Social Work is a true innovator in social work education and leadership,” said Chip Paucek, 2U CEO and co-founder. “We’re pleased to have secured an extended relationship with this early partner on terms that benefit us both. We look forward to finding additional opportunities in the large and proven social work vertical, and to supporting the field of social work in its mission to produce qualified and much needed practitioners.”
As the largest social work school in the country, USC currently trains roughly five percent of the nation’s new professional social workers. The program recently celebrated the fifth anniversary of the MSW@USC online program and its impact on the field. Since inception, the MSW@USC program has grown to include students from 49 states, the District of Columbia and 14 countries and these MSW@USC students have completed more than 3.1 million cumulative fieldwork hours in local communities.
The new agreement features substantially reduced exclusivity, allowing 2U to enable additional programs in the important Social Work vertical. Under the new agreement, 2U will provide USC with fixed and contingent cash payments over a 24- to 48-month period as well as a reduction in 2U’s revenue share percentage to be phased in over time. 2U estimates that in aggregate, this consideration will represent a low single-digit effective reduction to 2U’s current revenue share percentage over the remaining 14 years of the agreement. 2U believes this allows for additional expansion in this vertical while enabling the company to achieve its expected long-term margins for this program, the social work degree vertical and the company.
As previously announced, 2U will be partnering with a new Department of Nursing within the USC School of School of Social Work to offer a Master of Science in Nursing. The reduction in 2U’s revenue share provided to USC for its social work program will also apply to its nursing program beginning upon launch.
About the USC School of Social Work
The University of Southern California’s School of Social Work ranks among the top accredited social work graduate programs in the United States. A recognized leader in academic innovation, experiential learning, online education and translational research, the school prepares students for leadership roles in public and private organizations that serve individuals, families and communities in need. USC is dedicated to reinventing the profession, furthering knowledge and changing social institutions locally, nationally and globally. The school has made innovation a signature feature of its academic and research enterprise, leveraging technology in social work education, clinical practice, research and community development, as evidenced through the creation of an advanced online platform for distance learning, virtual humans for graduate-level teaching, and a university-based clinic offering mental health services over the Internet. For more information, visit www.usc.edu/socialwork.
About 2U, Inc. (NASDAQ: TWOU)
2U partners with leading colleges and universities to deliver the world’s best online degree programs so students everywhere can reach their full potential. Our Platform, a fusion of cloud-based software-as-a-service technology and technology-enabled services, provides schools with the comprehensive operating infrastructure they need to attract, enroll, educate, support and graduate students globally. Blending live
face-to-face classes, dynamic course content and real-world learning experiences, 2U’s No Back Row® approach ensures that every qualified student can experience the highest quality university education for the most successful outcome.
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements regarding our future business expectations, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding future results of the operations and financial position of 2U, Inc., including financial targets, business strategy, and plans and objectives for future operations, are forward-looking statements. 2U has based these forward-looking statements largely on its estimates of its financial results and its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, short term and long-term business operations and objectives, and financial needs as of the date of this press release. We undertake no obligation to update these statements as a result of new information or future events. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the results predicted, including, our failure to attract new colleges and universities as clients; our failure to acquire qualified students for our clients’ programs; failure of clients’ students to remain enrolled in their programs; loss, or material underperformance, of any one client; our ability to compete against current and future competitors; disruption to, or failure of, our Platform; and data privacy or security breaches. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, and other reports filed with the Securities and Exchange Commission. Moreover, 2U operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for 2U management to predict all risks, nor can 2U assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements 2U may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.
Investor Relations Contact: Ed Goodwin, Sr. Director of Investor Relations, 2U, Inc., egoodwin@2u.com
Media Contact: Cassie France-Kelly, VP of Public Relations, 2U, Inc., cfrance-kelly@2u.com