Perdoceo Education Corp. Files 8-K on Asset Acquisition/Disposition

TL;DR

Perdoceo Education Corp. filed an 8-K on 12/02/24, reporting asset acquisition or disposition.

AI Summary

On December 2, 2024, PERDOCEO EDUCATION Corp. (formerly Career Education Corp.) filed an 8-K report. The filing indicates a completion of acquisition or disposition of assets, and includes Regulation FD disclosures and financial statements. The company is incorporated in Delaware and its principal executive offices are located in Schaumburg, Illinois.

Why It Matters

This 8-K filing signals a significant corporate action involving assets, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Filings related to asset acquisitions or dispositions can introduce financial and operational risks that may affect the company's performance.

Key Numbers

• 000-23245 — SEC File Number (Identifies the company's filing history with the SEC.)
• 36-3932190 — IRS Employer Identification No. (The company's tax identification number.)

Key Players & Entities

• PERDOCEO EDUCATION Corp. (company) — Registrant
• CAREER EDUCATION CORP (company) — Former Name
• December 02, 2024 (date) — Date of Report
• 1750 E. Golf Rd. Suite 350 (location) — Principal Executive Offices Address
• Schaumburg, Illinois (location) — Principal Executive Offices City and State

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value PRDO The Nasdaq Global Ma
• $138.0 million — aid an aggregate cash purchase price of $138.0 million (net of cash acquired), which is subjec
• $188 million — ar adjusted operating income outlook of $188 million to $191 million, as disclosed in the Co
• $191 m — ating income outlook of $188 million to $191 million, as disclosed in the Company's pr

Filing Documents

• prdo-20241202.htm (8-K) — 51KB
• prdo-ex99_1.htm (EX-99.1) — 17KB
• 0000950170-24-132227.txt ( ) — 185KB
• prdo-20241202.xsd (EX-101.SCH) — 24KB
• prdo-20241202_htm.xml (XML) — 5KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 2, 2024 (the "Closing Date"), Perdoceo Education Corporation, a Delaware corporation (the "Company") completed its previously announced acquisition of University of St. Augustine Parent Corp., a Delaware corporation ("USAPC"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement") with Lighthouse Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company ("Merger Sub"), USAPC, and APH GP LP, an Ontario limited partnership, solely in its capacity as seller representative. USAPC is the 100% indirect owner of University of St. Augustine for Health Sciences, LLC. Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into USAPC (the "Merger"), with USAPC surviving the Merger as a wholly-owned direct subsidiary of the Company. The Company paid an aggregate cash purchase price of $138.0 million (net of cash acquired), which is subject to customary post-closing adjustments and escrow arrangements. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 2, 2024, the Company issued a press release announcing the completion of the Merger and reaffirming that the Company remains on track to achieve its full year adjusted operating income outlook of $188 million to $191 million, as disclosed in the Company's previous quarterly earnings release, subject to the assumptions and factors set forth therein. A copy of the press release is being furnished as Exhibit 99.1, and the information contained therein is incorporated herein by reference. The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (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 (incorporated by reference from the Company's Current Report on Form 8-K, File No. 000-23245, filed July 16, 2024.) 99.1 Press release of the Company dated December 2, 2024 reporting the completion of the Merger. 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 Date: December 2, 2024 By: /s/ Ashish R. Ghia Senior Vice President and Chief Financial Officer