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Subsequent Events | 6 Months Ended
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Jun. 30, 2024
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Chapter 11 Filing On the Petition Date, the Company commenced the Chapter 11 Cases in the Bankruptcy Court in accordance with the terms of the RSA. The Company has requested that the Chapter 11 Cases be jointly administered under the caption “In re: 2U, Inc., et al. Case No. 24-11279 (MEW) (Bankr. S.D.N.Y.).” The Debtors will continue to manage their business and properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On the Petition Date, the Debtors filed certain motions with the Bankruptcy Court generally designed to facilitate the Debtor’s transition into Chapter 11. These motions sought authority from the Bankruptcy Court for the Debtors to obtain debtor-in-possession financing and make payments upon, or otherwise honor, certain obligations that arose prior to the Petition Date, including obligations related to employee wages, salaries and benefits, taxes, and certain vendors and other providers of goods and services that were, and in some cases continue to be, essential to the Debtors’ businesses. On July 26, 2024, the Bankruptcy Court approved the relief sought in these motions on an interim basis. Debtor-in-Possession Facility On July 29, 2024, the Company entered into that certain Debtor-In-Possession Credit and Guaranty Agreement, by and among the Company, the Consenting Noteholders party thereto (in such capacity, the “DIP Lenders”), and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “DIP Credit Agreement”). Pursuant to the DIP Credit Agreement, the DIP Lenders will provide a secured, multi-draw, junior lien debtor-in-possession financing facility in an aggregate principal amount of up to $64 million (the “DIP Facility”), with an initial draw of $60 million that occurred following entry of the interim order related to the DIP Facility and a subsequent draw not to exceed $4 million permitted following entry of the final order related to the DIP Facility (in the case of the second draw, subject to the consent of the Required Lenders (as defined in the DIP Credit Agreement)) and the satisfaction of certain other draw conditions as set forth in the DIP Credit Agreement. Borrowings under the DIP Facility are secured obligations of the Company, secured by a junior lien on the collateral securing borrowings under the Second Amended Credit Agreement, and a first priority lien on the DIP Account (as defined in the DIP Credit Agreement) and the proceeds therein. The DIP Credit Agreement contains conditions precedent, representations and warranties, affirmative and negative covenants, events of default, and other provisions customary for financings of this type and size. During the continuance of an event of default, all overdue amounts of principal and interest under the DIP Facility will bear interest at the applicable rate, plus an additional 2.00% per annum. The DIP Facility matures on the earlier of (i) January 24, 2025 and (ii) acceleration as a result of an event of default under the DIP Credit Agreement that has occurred and is continuing. The loans under the DIP Facility will accrue interest at a rate of either, at the Company’s election, a base rate (subject to a floor of 1.75%) plus 7.50% per annum or Term SOFR (subject to a floor of 0.75%) plus 8.50% per annum, in each case, payable in kind. Effect of Chapter 11 Cases & Automatic Stay on Pre-Petition Debt Obligations The filing of the Chapter 11 Cases constituted an event of default under the Debt Instruments that accelerated the obligations thereunder. The amount outstanding under each Debt Instrument as of the Petition Date is as follows: approximately $380.0 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the 2025 Notes Indenture; approximately $147.0 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the 2030 Notes Indenture; and approximately $414.3 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the Second Amended Credit Agreement. The Debt Documents provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases and the holders’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. In addition, if the Plan is approved by the Bankruptcy Court, obligations under the Indentures will be extinguished, and any defaults or events of default outstanding under the Second Amended Credit Agreement will cease to exist in connection with the Company entering into the Amended and Restated Credit Agreement. Delisting of Common Stock from Nasdaq On July 29, 2024, the Company received a letter from Nasdaq indicating that as a result of the Debtors filing the Chapter 11 Cases on the Petition Date, and in accordance with Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1, Nasdaq determined that the Company’s securities will be delisted from The Nasdaq Global Select Market. Trading of the Company’s common stock was suspended at the opening of business on August 7, 2024, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s common stock from listing and registration on Nasdaq. The Company does not intend to appeal Nasdaq’s decision.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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