Item 1.01
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Entry into a Material Definitive Agreement
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On March 14, 2022, Adtalem Global
Education Inc. (“ATGE” or “the Company”), entered into a fixed dollar accelerated share repurchase (“ASR”) transaction with Morgan Stanley & Co. LLC (“Morgan Stanley”) to repurchase $150 million of the Company’s common stock. The Company
is funding the ASR with existing cash resources. 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 (the
“Common Stock”) over the next 36 months, both of which were previously announced on March 1, 2022.
The Company and Morgan Stanley have entered into an accelerated stock repurchase agreement (the “Agreement”), the
material terms of which are described below:
The Company has made a payment of $150 million to Morgan Stanley and received an aggregate initial number of
approximately 4.7 million shares of Common Stock from Morgan Stanley. The specific number of shares that the Company ultimately will repurchase under the Agreement will be based generally on the average of the daily volume-weighted average
price per share of the Common Stock during a repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the Agreement. At settlement, Morgan Stanley may be required to deliver additional shares of Common
Stock to the Company, or the Company may be required either to make cash payments or deliver shares of Common Stock to Morgan Stanley, at the Company’s election. The Agreement contains customary provisions for agreements of this type, including
provisions for adjustments to the transaction terms, the circumstances under which the Agreement may be accelerated, extended or terminated, and various representations and warranties made by the parties to one another. The transaction is
expected to be completed no later than during the second quarter of fiscal year 2023.
From time to time the Company engages
Morgan Stanley as an advisor for investment banking and other corporate activities. However, Morgan Stanley has acted in the sole capacity of principal counterparty to the Company in connection with the negotiation and execution of
the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1, and is incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03.
Item 7.01
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Regulation FD Disclosure |
On March 14, 2022, ATGE issued a press release that
it had commenced an offer to purchase for cash up to $373,333,000 of its 5.500% Senior Notes due 2028, with a portion of the net cash proceeds
received from its previously announced divestiture of the financial services segment. A copy of the press release announcing the offer to
purchase is furnished as Exhibit 99.1 hereto. The press release is furnished and not filed pursuant to Instruction B.2 of Form 8-K.
On March 15, 2022, ATGE issued a press release regarding the ASR. A copy of the press release announcing the ASR is furnished as
Exhibit 99.2 hereto. The press release is furnished and not filed pursuant to Instruction B.2 of Form 8-K.
Item 9.01
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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/ Robert J. Phelan
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Robert J. Phelan
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Date: March 15, 2022