BRIDGEPOINT EDUCATION, INC. (NYSE:BPI) Files An 8-K Other EventsItem 8.01. Other Events.
On November16, 2017, Bridgepoint Education, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Warburg Pincus Private Equity VIII, L.P. (the “Selling Stockholder”) and BTIG, LLC (the “Underwriter”) relating to an underwritten public offering of 7,562,890 shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), being sold by the Selling Stockholder. Of the 7,562,890 shares being sold by the Selling Stockholder, the Company has agreed to repurchase 2,100,000 shares from the Underwriter at a price per share equal to the price per share paid by the Underwriter to the Selling Stockholder in the offering. The Company will not receive any of the proceeds from the sale of the Shares by the Selling Stockholder in the offering.
The Shares are being offered to the Company’s shelf registration statement on Form S-3 (No. 333-221354), which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2017 and was declared effective on November 13, 2017, the Company’s prospectus supplement dated November 16, 2017 and the accompanying prospectus.
The Company and the Selling Stockholder have also agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to amounts payable by the Underwriter as a result of such liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Stockholder, and customary conditions to closing. The closing of the offering is expected to occur on November 21, 2017.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
For information regarding the Company's relationship with the Selling Stockholder, see the section entitled “Related Party Transactions” included in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 29, 2017, which is incorporated herein by reference.
The legal opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the issuance and sale of the Shares in the offering is attached hereto as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
Bridgepoint Education Inc ExhibitEX-1.1 2 ex11-underwritingagreement.htm EXHIBIT 1.1 Exhibit Exhibit 1.17,…To view the full exhibit click here
About BRIDGEPOINT EDUCATION, INC. (NYSE:BPI)
Bridgepoint Education, Inc. (Bridgepoint) is a provider of postsecondary education services. The Company’s academic institutions include Ashford University and University of the Rockies, which offer associate’s, bachelor’s, master’s and doctoral programs online, as well as at the campuses located in Iowa and Colorado, respectively. Bridgepoint’s institutions conduct ongoing faculty and student assessment processes, and provide a range of student services. The Company is also developing Constellation, Waypoint Outcomes and mobile application technology. The Company has approximately 49,160 students enrolled in its institutions. The Company’s institutions offer approximately 1,850 courses, over 80 degree programs and approximately 150 specializations. Its institutions offer programs and specialization areas through the University of the Rockies’ two schools: the School of Organizational Leadership and the School of Professional Psychology.