UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets
On August 12, 2021, Adtalem Global Education Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting the Company completed the acquisition from Laureate Education, Inc. of all of the issued and outstanding equity interests in Walden e-Learning, LLC (“e-Learning”), and its subsidiary, Walden University, LLC (together with e-Learning, “Walden”), in exchange for an aggregate purchase price of approximately $1.48 billion in cash, subject to certain adjustments set forth in the purchase agreement.
This Current Report on Form 8-K/A amends the Initial Form 8-K to include the historical audited and unaudited financial statements of Walden and the unaudited combined pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K. The information previously reported in the Initial Form 8-K is hereby incorporated by reference into this Current Report on Form 8-K/A.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired. |
The following audited financial statements required by Item 9.01(a) of Form 8-K are included in this report:
| (i) | Audited Combined Financial Statements of the Walden Education Business of Laureate Education, Inc. as of and for the years ended December 31, 2020 and 2019 are attached hereto as Exhibit 99.1. |
| (ii) | Consent of PricewaterhouseCoopers LLP, independent auditors is attached as hereto as Exhibit 99.2. |
The following unaudited financial statements are included in this report:
| (i) | Unaudited Condensed Combined Financial Statements of the Walden Education Business of Laureate Education, Inc. as of June 30, 2021 and December 31, 2020 and for the six-months ended June 30, 2021 and 2020 are attached hereto as Exhibit 99.3. |
| (b) | Pro Forma Financial Information. |
The following pro forma financial information required by Item 9.01(b) of Form 8-K is included in this report:
| (i) | Unaudited Pro Forma Combined Balance Sheet as of June 30, 2021 and Unaudited Pro Forma Combined Statement of Income for the year ended June 30, 2021 of Adtalem Global Education Inc. and notes related thereto are attached hereto as Exhibit 99.4. |
(c) Exhibits
Exhibit No. |
| Description |
99.1 | ||
99.2 | ||
99.3 | ||
99.4 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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 | ||
Date: October 22, 2021 | Chief Financial Officer | |