Grand Canyon Education, Inc. (NASDAQ:LOPE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Except for the reduction in Mr.Mueller’s base salary, the compensation of the NEOs remains unchanged and all of the other terms and provisions that were in effect under each officer’s employment agreement immediately prior to the execution of the Restated Agreements will continue in effect under the Restated Agreement. A copy of the Restated Agreements will be timely filed as exhibits to an upcoming periodic report in accordance with applicable rules and regulations of the Securities and Exchange Commission.
Item 1.01. Regulation FD Disclosure.
On July2, 2018, the Company issued a press release announcing the closing of the transactions contemplated by the Asset Purchase Agreement. A copy of the press release is filed herewith as Exhibit 99.1.
Item 1.01. Other Information.
Effective July1, 2018, the Company relocated its corporate offices from 3300 West Camelback Road, Phoenix, Arizona 85017 to 2600 West Camelback Road, Phoenix, Arizona 85017. In addition, the Company’s telephone number changed from (602) 639-7500 to (602) 247-4400 and its website is now www.gce.com.
Item 1.01. Consolidated Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial information is attached as Exhibit 99.2 and incorporated herein by reference.
| • | Unaudited pro forma condensed consolidated balance sheet of Grand Canyon Education, Inc. as of March31, 2018. |
| • | Unaudited pro forma condensed consolidated income statements of Grand Canyon Education, Inc. for the three months ended March31, 2018 and for the fiscal year ended December31, 2017. |
(d) Exhibits
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: the risks discussed above under Item 1.01; the failure of the Company to operate successfully as a third party service provider to New GCU, and New GCU’s failure to operate GCU in the manner it was operated by the Company; the occurrence of any event, change or other circumstance that could give rise to the termination of any of the key transaction agreements once executed;the effect of the announcement of the transaction on the Company’s ability to retain and hire key personnel or its operating results and business generally; the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; and 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.
Grand Canyon Education, Inc. ExhibitEX-99.1 2 d834545dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Contact: Bob Romantic,…To view the full exhibit click here
About Grand Canyon Education, Inc. (NASDAQ:LOPE)
Grand Canyon Education, Inc. is a regionally accredited university. The Company offers approximately 200 graduate and undergraduate degree programs and certificates across approximately eight colleges both online and on ground in Phoenix, Arizona and at leased facilities and at facilities owned by third-party employers of its students. The Company offers the degrees of Doctor of Education, Doctor of Business Administration, Doctor of Nursing Practice, Doctor of Philosophy, Education Specialist, Master of Divinity, Master of Arts, Master of Education, Master of Business Administration and Master of Public Administration, Master of Public Health, Master of Science, Bachelor of Arts, Bachelor of Science, and a range of programs for its degrees. It also offers certificate programs, which consist of a series of courses focused on a particular area of study for its students.