BRIDGEPOINT EDUCATION, INC. (NYSE:BPI) Files An 8-K Other Events
Item 8.01. Other Events.

Bridgepoint Education, Inc. (the “Company”) owns and operates Ashford University, a regionally-accredited university accredited by the WASC Senior College and University Commission (“WSCUC”), and the University of the Rockies, a regionally-accredited university accredited by the Higher Learning Commission.

On July 16, 2018, Ashford University received official notification from WSCUC approving the merger (the “Merger”) of the University of the Rockies into Ashford University (the “Merger Approval”). Ashford University submitted the merger application on February 12, 2018. The Merger Approval is subject to the Merger being consummated by December 31, 2018. In addition, WSCUC will conduct a post implementation visit of Ashford University within six months of the consummation of the Merger to assess the impact of the Merger on it.

As a result of the merger, the doctoral programs offered by University of the Rockies will become part of a separate doctoral college within Ashford University, and University of the Rockies master’s programs will be integrated into Ashford University’s existing colleges. The Company anticipates that the merger of Ashford University and University of the Rockies will create a comprehensive and strengthened educational institution that will enable Ashford University to reach a wider array of students, create more seamless pathways for students, and help close the skills gap faced by employers — while ensuring continuity for students of both universities.

Ashford University also submitted a separate application to WSCUC seeking approval to convert Ashford University to a not-for-profit California public benefit corporation. The WSCUC team site visit for the conversion application is anticipated to occur sometime in September, with a recommendation to WSCUC sometime in November. As part of the conversion transaction, Ashford University will separate from the Company. The approval of the Merger by WSCUC has no bearing on its future consideration of the conversion and separation.

The Company, Ashford University and University of the Rockies are continuing to review various federal and state regulatory requirements that could impact the viability and timing of the Merger and subsequent conversion transaction and separation.The Company and Ashford's board of trustees are taking steps to protect Ashford's independence in considering the conversion transaction in order to enable Ashford to act in the best interests of Ashford University and its students. As such, the Company is not bound to move forward with the conversion at this time.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements,” including statements relating to the proposed transaction discussed above. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward­-looking statements. Forward-looking statements are based on information available at the time those statements are made or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual events to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: (i) the failure of the remaining proposed transactions to be approved by WSCUC or any of our other regulators or accreditors; (ii) our ability to implement the proposed merger of University of the Rockies into Ashford University by December 31, 2018; (iii) the failure of the Company, Ashford University and/or University of the Rockies to resolve various federal and state regulatory issues that could impact the viability and timing of these transactions, or to reach agreement on terms of the transactions and to negotiate and execute definitive agreements; (iv) the failure to satisfy other conditions to completion of the proposed transactions, including the receipt of all regulatory and accreditor approvals necessary to complete the proposed transactions; (v) if definitive agreements are executed, the occurrence of any event, change or other circumstance that could give rise to the termination of any definitive agreement; (vi) the effect of the announcement or pendency of the transactions contemplated herein on the Company's ability to retain and hire key personnel or its operating results and business generally; (vii) risks related to diverting management's attention from the Company's ongoing business operations; (viii) the outcome of stockholder litigation or other legal proceedings that are currently pending or may be instituted against the Company and/or its subsidiaries; (ix) the failure of the Company to transition to becoming an online program management company; and (x) other factors discussed in the Company's reports on file with the Securities and Exchange Commission. Factors or events that could affect the transactions contemplated herein or cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Item 9.01. Financial Statements and Exhibits.

Bridgepoint Education Inc Exhibit
EX-99.1 2 ex-991xpressreleasewscuc.htm EXHIBIT 99.1 Exhibit Exhibit 99.1News ReleaseContact: Lauren Coartney858.513.9240 x11636 [email protected] APPROVES MERGER OF ASHFORD UNIVERSITY AND UNIVERSITY OF THE ROCKIESApproval is first of several steps in the merger processSAN DIEGO (July 17,…
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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.