8-K

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): June 20, 2023

ADTALEM GLOBAL EDUCATION INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13988	36-3150143
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 West Monroe

Chicago, Illinois 60661

(Address of principal executive offices) (Zip Code)

(312) 651-1400

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.01 Par Value	ATGE	New York Stock Exchange
Common Stock $0.01 Par Value	ATGE	Chicago Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On June 20, 2023, Adtalem Global Education Inc. (“Adtalem” or the “Company”) issued a press release regarding the Company’s hosting of an Investor Day in-person and virtually on June 20, 2023, beginning at 9:00 a.m. CDT, which is attached hereto as Exhibit 99.1.  Members of Adtalem’s executive leadership team will discuss the Company’s financial performance outlook, including:

•   Reaffirming full-year 2023 financial guidance as provided on May 2, 2023, including:

o   Full-year 2023 revenue guidance range of $1,400 million to $1,450 million.  

o   Full year 2023 adjusted earnings per share of $4.05 to $4.20.  

•   Providing fiscal year 2024 guidance, including:  

o   Revenue guidance range of $1,460 million to $1,520 million  

o   Adjusted earnings per share of $4.15 to $4.40.  

In the press release, the Company provided forward-looking guidance regarding adjusted earnings per share but did not provide a reconciliation to GAAP earnings per share because certain GAAP expense items are highly variable, and management is unable to predict them with reasonable certainty and without unreasonable effort.

 This information is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liabilities under that Section.  Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of Adtalem under the Securities Act of 1933, as amended.

Forward-Looking Statements

Certain statements contained in this Form 8-K and investor presentation 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 Adtalem’s future growth and the expected synergies from the Walden acquisition.  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.

These forward-looking statements are based on information as of June 20, 2023, and Adtalem 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, except as required by law.

Item 9.01
Financial Statements and Exhibits

99.1 Adtalem Global Education Inc. press release dated June 20, 2023.

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)

Date: June 20, 2023

EX-99.1

Exhibit 99.1

Adtalem Global Education Unveils Growth with Purpose Strategy to Drive Sustainable Growth

Advancing its Position as a Leading Educator of Healthcare Providers

Company Hosts Investor Day at Chamberlain University Chicago Campus Today at 9:00 a.m. CDT
Unveiling Strategic Plan and FY 2026 Financial Growth Targets

CHICAGO--(BUSINESS WIRE)--June 20, 2023--Adtalem Global Education Inc. (NYSE: ATGE), a national leader in post-secondary education and a leading provider of professional talent to the healthcare industry, will today host an Investor Day at its Chamberlain University Chicago campus, beginning at 9:00 a.m. CDT. At the event, members of the executive leadership team will unveil Adtalem’s long-term growth strategy and elaborate on the path to achieve its financial targets through fiscal year 2026.

“Adtalem’s mission is to provide access to knowledge, transforming lives and enabling careers while achieving positive academic and societal outcomes,” shared Steve Beard, Adtalem Global Education president and chief executive officer. “Our unique business model of synergistic institutions is systemically important to healthcare as it delivers a world-class educational experience and day-one ready clinicians to a chronically strained U.S. healthcare system. I’m proud of the exceptional performance that the team has accomplished over the past two years to integrate our businesses, positioning us as a category of one. Our Growth with Purpose strategy drives sustainable growth and value for our stakeholders.”

Event Overview

During today’s event, Beard alongside Adtalem’s executive leadership team will discuss the company’s three-year Growth with Purpose strategy, which will drive long-term growth, including:

• Market Leading Scale, Reach, and Breadth: Driving productivity in our existing footprint, making continued investments expanding access, and responding to demand with innovative programs and learning modalities;

• Operational Excellence: Driving superior execution across our value-creating activities, including marketing, enrollment, conversion and retention, with an unwavering focus on quality, strong academic outcomes and student success;

• Differentiated Student Experience: Investing in capabilities to sustain and increase student persistence and satisfaction, enabling technology, and leveraging our scale, data and assets; and

• Partnerships with Healthcare Providers: Strengthening partnerships between our institutions and leading employers to deliver practice-ready professionals to the healthcare system at scale.

Financial Outlook

The Adtalem leadership team reaffirms its fiscal year 2023 guidance and will discuss its updated financial targets that align with the company’s strategic initiatives, and commitment to drive shareholder value, including:

Fiscal year 2023 guidance

• Revenue $1,400 million to $1,450 million
• Adjusted earnings per share $4.05 to $4.20

Fiscal year 2024 guidance

• Revenue $1,460 million to $1,520 million
• Adjusted earnings per share $4.15 to $4.40

Long-term financial growth targets
	Revenue	Adjusted earnings per share
Fiscal year	(year over year)	(year over year)
2025	+4% to +6%	+10% to +15%
2026	+5% to +8%	+13% to +18%

Webcast Information

Adtalem’s Investor Day event will begin at 9:00 a.m. CDT, concluding at approximately 12:00 p.m. CDT. To register to attend virtually, please visit Adtalem’s Investor Day website. Formal presentations will be followed by a question-and-answer session.

Presentation materials can be found on its Investor Relations website at investors.adtalem.com, and a replay of the presentations will be available following the event.

About Adtalem Global Education

Adtalem Global Education (NYSE: ATGE) is a national leader in post-secondary education and a leading provider of professional talent to the healthcare industry. With a dedicated focus on driving strong outcomes that increase workforce preparedness, Adtalem empowers a diverse learner population to achieve their goals and make inspiring contributions to their communities. Adtalem is the parent organization of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine and Walden University. Adtalem’s family of institutions has more than 300,000 alumni and 10,000 employees. Adtalem was named one of America’s Most Responsible Companies in 2021 and 2023 by Newsweek and Statista, and one of America’s Best Employers for Diversity in 2021 and 2022 by Forbes and Statista. Visit Adtalem.com for more information and follow on Twitter and LinkedIn.

Forward-Looking Statements

Certain statements contained in this release 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, and the expected synergies from the Walden acquisition. 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 risk 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. These forward-looking statements are based on information available to us as of the date any such statements are made, and Adtalem 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, except as required by law.

Contacts

Investor Contact
Jay Spitzer and Chandrika Nigam
Investor.Relations@Adtalem.com
+1 312-906-6600

Media Contact
Jacquelyn Manetakis
Adtalemmedia@Adtalem.com
+1 630-303-4438

XML

Document and Entity Information	Jun. 20, 2023
Entity Listings [Line Items]
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Amendment Flag	false
Document Period End Date	Jun. 20, 2023
Entity Registrant Name	ADTALEM GLOBAL EDUCATION INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-13988
Entity Tax Identification Number	36-3150143
Entity Address, Address Line One	500 West Monroe
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	651-1400
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New York Stock Exchange [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock $0.01 Par Value
Trading Symbol	ATGE
Security Exchange Name	NYSE
Chicago Stock Exchange, Inc. [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock $0.01 Par Value
Trading Symbol	ATGE
Security Exchange Name	CHX