GRAHAM HOLDINGS COMPANY (NYSE:GHC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Acquisition, LLC (collectively, Kaplan), subsidiaries of Graham
Holdings Company, entered into a Contribution and Transfer
Agreement (Transfer Agreement) to contribute the institutional
assets and operations of Kaplan University (KU) to a new,
nonprofit, public-benefit corporation (New University) affiliated
with Purdue University (Purdue) in exchange for a Transition and
Operations Support Agreement (TOSA), to which, among other
provisions, Kaplan will provide key non-academic operations
support to New University for an initial term of 30 years with a
buy-out option after six years. The terms and conditions of the
Transfer Agreement and the TOSA are described in Item 8.01 of the
Current Report on Form 8-K filed by Graham Holdings Company on
April 27, 2017 and such description is incorporated herein by
reference.
as an exhibit thereto, has been filed herewith as Exhibit 2.1,
and the description set forth above is qualified in its entirety
by the full terms and conditions of the Transfer Agreement. The
form of TOSA filed herewith as Exhibit 2.1 is subject to change
and the terms of the definitive TOSA may differ from the
description set forth above.
with information regarding its terms. It is not intended to
provide any other factual information about Graham Holdings
Company, Purdue or their respective subsidiaries or affiliates.
The representations, warranties and covenants contained in the
Transfer Agreement were made only for purposes of the Transfer
Agreement and as of specific dates, were solely for the benefit
of the parties to the Transfer Agreement, may be subject to
limitations agreed upon by the contracting parties, including,
without limitation, being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the
parties to the Transfer Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party
beneficiaries under the Transfer Agreement and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after
the date of the Transfer Agreement, which subsequent information
may or may not be fully reflected in Graham Holdings Companys
public disclosures.
Exhibit
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Description
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2.1
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Contribution and Transfer Agreement, dated April 27, 2017,
by and among Kaplan Higher Education, LLC, Iowa College Acquisition, LLC, Purdue University, and Purdue New U, Inc.* |
supplementally a copy of any omitted exhibit or schedule to such
agreement to the U.S. Securities and Exchange Commission upon
request.
About GRAHAM HOLDINGS COMPANY (NYSE:GHC)
Graham Holdings Company is a diversified education and media company. The Company’s operations include educational services; television broadcasting; online, print and local television (TV) news; social-media advertising services; home health and hospice care, and manufacturing. The Company’s segments include Kaplan Higher Education (KHE), Kaplan Test Preparation (KTP), Kaplan International, television broadcasting and other businesses. KHE consists of Kaplan University. Kaplan University provides a range of certificate, diploma and degree programs. Kaplan’s KHE division consists primarily of Kaplan University. KTP includes test preparation businesses in pre-college, graduate, health and bar review, as well as businesses in new economy skills training and in career advising. Kaplan International (KI) operates businesses in Europe and the Asia Pacific region. Its other businesses include operations of The Slate Group LLC, which publishes online magazine and additional Websites. GRAHAM HOLDINGS COMPANY (NYSE:GHC) Recent Trading Information
GRAHAM HOLDINGS COMPANY (NYSE:GHC) closed its last trading session down -4.15 at 605.95 with 13,588 shares trading hands.