Perdoceo Education Corp Files 8-K

TL;DR

PERDOCEO EDUCATION CORP SIGNED A MATERIAL DEFINITIVE AGREEMENT ON 7/15/24.

AI Summary

On July 15, 2024, Perdoceo Education Corporation entered into a Material Definitive Agreement. The filing does not provide specific details on the agreement or any associated dollar amounts or parties involved.

Why It Matters

This filing indicates a significant new agreement for Perdoceo Education Corp, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but lacks specific details, making it difficult to assess the immediate risk or opportunity.

Key Players & Entities

• Perdoceo Education Corporation (company) — Registrant
• July 15, 2024 (date) — Date of Earliest Event Reported
• 1750 E. Golf Road, Schaumburg, IL 60173 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value PRDO Nasdaq Global Select
• $170 million — ission (WSCUC). USAHS had approximately $170 million in revenue and approximately $35 millio
• $35 million — 70 million in revenue and approximately $35 million in operating income during its last fis
• $142 million — d to pay an aggregate purchase price of $142 million to $144 million of cash. The actual cas
• $144 million — egate purchase price of $142 million to $144 million of cash. The actual cash paid will depe
• $4 m — rs of USAPC a termination fee of either $4 million, $10 million or $20 million, depe
• $10 million — a termination fee of either $4 million, $10 million or $20 million, depending on the circum
• $20 m — ee of either $4 million, $10 million or $20 million, depending on the circumstances.
• $175 million — r adjusted operating income outlook for $175 million to $190 million, as provided in the Com
• $190 m — ting income outlook for $175 million to $190 million, as provided in the Company's pre

Filing Documents

• d865242d8k.htm (8-K) — 39KB
• d865242dex21.htm (EX-2.1) — 579KB
• d865242dex991.htm (EX-99.1) — 18KB
• 0001193125-24-179348.txt ( ) — 910KB
• prdo-20240715.xsd (EX-101.SCH) — 3KB
• prdo-20240715_lab.xml (EX-101.LAB) — 17KB
• prdo-20240715_pre.xml (EX-101.PRE) — 11KB
• d865242d8k_htm.xml (XML) — 3KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The exhibits required by Item 601 of Regulation S-K are listed in the "Exhibit Index" which is contained in this Current Report on Form 8-K and are incorporated by reference herein. Exhibit Index Exhibit Number Description of Exhibits 2.1* Agreement and Plan of Merger dated July 15, 2024 by and among Perdoceo Education Corporation, Lighthouse Merger Sub, Inc., University of St. Augustine Parent Corp. and APH GP LP, solely in its capacity as the Seller Representative. 99.1 Press release of Perdoceo Education Corporation dated July 16, 2024 reporting Perdoceo Education Corporation's entry into the Merger Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules, exhibits and similar supporting attachments or agreements to the Merger Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

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. PERDOCEO EDUCATION CORPORATION By: /s/ Ashish R. Ghia Ashish R. Ghia Senior Vice President and Chief Financial Officer Date: July 16, 2024