Strayer Education,Inc. (NASDAQ:STRA) Files An 8-K Regulation FD DisclosureItem 7.01.Regulation FD Disclosure.
On July9, 2018, Strayer Education,Inc. (“Strayer”) issued a press release announcing the Higher Learning Commission’s (the “HLC”) approval of the change of control in relation to the Merger (defined below), as described below in Item 8.01, and that Strayer will hold a second quarter earnings call on August1, 2018 at 10 AM (ET). A copy of the press release is attached hereto as Exhibit99.1.
The information contained in this Item 7.01shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Further, such information shall not be deemed incorporated by reference into any of the Company’s reports or filings with the Securities Exchange Commission (“SEC”), whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
Item 8.01.Other Events.
On July6, 2018, the HLC, which is the regional accreditor of Capella University, a wholly owned subsidiary of Capella Education Company (“Capella”), notified Capella University that the HLC Board of Trustees voted at its June28-29, 2018 meeting to approve the change of ownership of Capella University in connection with the previously announced merger to the Agreement and Plan of Merger, dated as of October29, 2017, by and among Strayer, Capella and Sarg Sub Inc. (“Merger Sub”), whereby Capella would merge into Merger Sub and become a wholly owned subsidiary of Strayer (the “Merger”).
As required by HLC policy, the HLC Board requires that Capella University host a focused site-visit within six months of the date that the Merger closes. The HLC approval satisfies one of the conditions to consummation of the Merger. The consummation of the Merger remains subject to the satisfaction or waiver (to the extent permitted by applicable law) of the remaining conditions to the Merger set forth in the Merger Agreement. It is anticipated that the Merger will close on or before August1, 2018.
Item 9.01. Financial Statements and Exhibits
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Exhibit
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Description
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99.1
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Press Release dated July9, 2018
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Forward Looking Statements
This communication contains certain forward-looking statements made to the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such statements may be identified by the use of words such as “expect,” “estimate,” “assume,” “believe,” “anticipate,” “will,” “forecast,” “outlook,” “plan,” “project,” or similar words and may include statements with respect to, among other things, the proposed Merger of a wholly-owned subsidiary of Strayer with and into Capella, including the expected timing of completion of the Merger; the anticipated benefits of the Merger, including estimated synergies; the combined company’s plans, objectives and expectations; future financial and operating results; and other statements that are not historical facts. The statements are based on Strayer’s and Capella’s current expectations and are subject to a number of assumptions, uncertainties and risks.In connection with the safe-harbor provisions of the Reform Act, Strayer and Capella have identified important factors that could cause Strayer’s or Capella’s actual results to differ materially from those expressed in or implied by such statements. The assumptions, uncertainties and risks include:
Risks Related to the Merger
· risks associated with the ability of our students to finance their education in a timely manner; and
· general economic and market conditions.
Actual results may differ materially from those projected in the forward-looking statements. Strayer and Capella undertake no obligation to update or revise forward-looking statements.
Additional Information and Where to Find It
Investors and security holders are urged to carefully review and consider each of Strayer’s and Capella’s public filings with the SEC, including but not limited to their Annual Reports on Form10-K, their proxy statements, their Current Reports on Form8-K and their Quarterly Reports on Form10-Q. The documents filed by Strayer with the SEC may be obtained free of charge at Strayer’s website at www.strayereducation.com, in the “Investor Relations” tab at the top of the page, or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Strayer by requesting them in writing to 2303 Dulles Station Boulevard, Herndon, VA 20171. The documents filed by Capella with the SEC may be obtained free of charge at Capella’s website at www.capellaeducation.com, in the “Investor Relations” tab at the top of the page, or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Capella by requesting them in writing to 225 South 6th Street, 9th Floor, Minneapolis, Minnesota 55402.
In connection with the proposed Merger, on November20, 2017, Strayer filed a registration statement on FormS-4 with the SEC which included a joint proxy statement of Strayer and Capella and a prospectus of Strayer. The registration statement was amended on December4, 2017 and declared effective on December8, 2017. On January19, 2018 at their respective special meetings, Strayer’s stockholders approved the issuance of Strayer common stock and the amendment and restatement of Strayer’s charter, each in connection with the Merger, and Capella shareholders approved the Agreement and Plan of Merger, dated as of October29, 2017, by and among the Company, Capella and Merger Sub. INVESTORS AND SECURITY HOLDERS OF STRAYER AND CAPELLA ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders can obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Strayer or Capella as described above. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
No Offer or Solicitations
This document shall not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933.
STRAYER EDUCATION INC ExhibitEX-99.1 2 a18-16331_1ex99d1.htm EX-99.1 Exhibit 99.1 Strayer Education Inc. Making Education Achievable for Working Adults FOR IMMEDIATE RELEASE For more information contact: Daniel Jackson,…To view the full exhibit click here
About Strayer Education,Inc. (NASDAQ:STRA)
Strayer Education, Inc. is an education services holding company. The Company provides post-secondary education services. The Company offers a range of academic programs through its subsidiaries, Strayer University, Inc. (the University) and New York Code and Design Academy (NYCDA). The University offers undergraduate and graduate degree programs in business administration, accounting, information technology, education, health services administration, public administration and criminal justice at approximately 80 physical campuses located in the Mid-Atlantic and Southern regions of the United States, and online. The University also offers an executive Master of Business Administration online through its Jack Welch Management Institute. NYCDA provides non-degree courses in Web and application software development, primarily at its campus in New York City. In addition to its degree, diploma and certificate programs, the Company offers classes to non-degree and non-program students.