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Section 1: 8-K (ADTALEM GLOBAL EDUCATION INC. 8-K)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K  


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported)

March 26, 2018


Adtalem Global Education Inc.
(Exact name of registrant as specified in its charter)

DELAWARE 36-3150143
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 WEST MONROE 60661
CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)

(630) 515-7700
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 8.01

Other Events.

Adtalem Global Education Inc. (the “Company”) will seek to refinance its existing credit agreement, dated as of March 31, 2015, as amended (the “Existing Facility”), by entering into a new revolving credit and term loan facility (the “New Facilities”) expected to close in early-April 2018.  The Company expects the New Facilities will provide a revolving credit commitment for $300 million and a seven-year term loan of $300 million.  Proceeds from the New Facilities will be used by the Company to repay its outstanding $165 million balance on the Existing Facility and fund cash to the balance sheet for general corporate purposes.  The Company can offer no assurance that the refinancing will be consummated.

Forward Looking Statements

Certain statements contained in this Form 8-K, including those that affect the expectations or plans of Adtalem Global Education Inc. (“Adtalem”), may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Adtalem Global Education Inc. or its management "anticipates," "believes," "estimates," "expects," "forecasts," "foresees," "intends," "plans" or other words or phrases of similar import.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause Adtalem’s actual results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ can be found in Adtalem's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and Form 10-Q for the quarter ended December 31, 2017.

These forward-looking statements are based on information as of March 23, 2018 and Adtalem assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADTALEM GLOBAL EDUCATION INC.
(Registrant)
 

Date: March 26, 2018

By:

/s/ Stephen W. Beard

Stephen W. Beard

Senior Vice President, General Counsel

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