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): January 19, 2024
 
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-13988
36-3150143
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

500 West Monroe
Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)

(866) (374-2678)
(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))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
 Trading Symbol
 
Name of each exchange on which registered
Common Stock $0.01 Par Value
   ATGE
  
New York Stock Exchange
Common Stock $0.01 Par Value
  
ATGE
  
Chicago Stock Exchange

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
      
On January 19, 2024, Adtalem Global Education Inc. (“Adtalem” or the “Company”) issued a press release announcing that its Board of Directors had authorized the repurchase of up to an additional $300 million in aggregate value of shares of common stock from time to time, in amounts, at prices, and at such times as Adtalem deems appropriate, subject to market conditions and other considerations, and in accordance with applicable securities laws and regulations, including Rule 10b-18 under the Securities Exchange Act, as amended.  Adtalem’s repurchases may be executed using open market purchases, accelerated share repurchases, privately negotiated transactions or otherwise through the period ending January 16, 2027.  The share repurchase authorization does not obligate Adtalem to repurchase any specific number of shares and may be suspended, modified or terminated at any time without prior notice.
 
In the press release, Adtalem also announced the completion of its prior share repurchase program pursuant to which the Company had repurchased $300 million of its shares.
 
A copy of the press release announcing the approval of the $300 million share repurchase authorization and the completion of the prior share repurchase program is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
 
 

Forward-Looking Statements
 
Certain statements contained in this Form 8-K are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding Adtalem’s future growth.  Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC.
 
These forward-looking statements are based on information as of January 19, 2024, 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, except as required by law.
 

Item 9.01 Financial Statements and Exhibits
   
         99.1  Adtalem Global Education Inc. press release dated January 19, 2024.

              
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.
 
 
 
 
 
 
By:
 /s/ Robert J. Phelan
 
 
 
Robert J. Phelan
 
 
 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 
 
 
Date: January 19, 2024

Exhibit 99.1

Adtalem Global Education Announces New $300 Million Share Repurchase Program

The new share repurchase program, which comes after the completion of the February 2022 Board-authorized $300 Million Share Repurchase Program, reflects the strength of Adtalem’s Growth with Purpose strategy. Since February 2022 the company reduced shares outstanding by 23% at an average share repurchase price of $39.85.

CHICAGO--(BUSINESS WIRE)--January 19, 2024--Adtalem Global Education Inc. (NYSE: ATGE), today announced that its Board of Directors has authorized a new share repurchase program, which allows Adtalem to repurchase up to $300 million of its common stock through Jan. 16, 2027.

“We have completed our $300 million February 2022 share repurchase authorization, capitalizing on the significant intrinsic value disconnect existing in the market. As a national leader in post-secondary education and a systemically important component to the U.S. healthcare system, we are committed to strengthening our leading market position through operational excellence and disciplined capital allocation,” said Steve Beard, president, and chief executive officer, Adtalem Global Education.

Beard continued, “The early returns on our organic growth strategy – Growth with Purpose – give us confidence in our long-term outlook. We are generating robust operating cash flow, enabling our capital allocation strategy. The new $300 million share repurchase authorization provides flexibility to execute against it.”

In connection with today’s announcement, Adtalem disclosed that it completed its February 2022 Board authorized $300 million share repurchase program on Jan. 16, 2024, representing a significant return for our shareholders.

Under the February 2022 Board authorized $300 million repurchase program and prior $163 million accelerated share repurchase (ASR) program agreement, which concluded on Oct. 14, 2022, Adtalem has repurchased 11.6 million shares at an average price of $39.85 which represents a reduction in shares outstanding of 23% against base shares outstanding as of Feb. 1, 2022. The company has approximately 39.3 million shares of common stock outstanding as of Jan. 16, 2024.

Under today’s new share repurchase authorization, the timing and amount of any repurchase will be determined by management based on evaluation of market conditions and other factors. These repurchases may be made through the open market purchases, accelerated share repurchases, privately negotiated transactions or otherwise. Any purchases will be at such times and in amounts as the company has approved in accordance with applicable rules and regulations. The repurchases will be funded through available cash balances, ongoing business operating cash generation, and may be suspended or discontinued at any time.

Adtalem will announce its fiscal 2024 second-quarter results on Thursday, Feb. 1, 2024, after financial markets close, followed by a conference call at 4:00 p.m. CT (5:00 p.m. ET) the same day to discuss the results.

The call can be accessed by dialing +1 877-407-6184 (U.S. participants) or +1 201-389-0877 (international participants) stating “Adtalem earnings call” or use conference ID: 13743388. The call will be simulcast through the Adtalem investor relations website at: https://investors.adtalem.com.

About Adtalem Global Education

Adtalem Global Education (NYSE: ATGE) is a national leader in post-secondary education and leading provider of professional talent to the healthcare industry. With a dedicated focus on driving strong outcomes that increase workforce preparedness, Adtalem empowers a diverse learner population to achieve their goals and make inspiring contributions to their communities. Adtalem is the parent organization of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine and Walden University. Adtalem’s family of institutions has more than 300,000 alumni and nearly 10,000 employees. Adtalem was named one of America’s Most Responsible Companies in 2021 and 2023 by Newsweek and Statista, and one of America’s Best Employers for Diversity in 2021 and 2022 by Forbes and Statista. Visit Adtalem.com for more information and follow on Twitter and LinkedIn.

Contacts

Investor Contact
Jay Spitzer
Investor.Relations@Adtalem.com
+1 312-906-6600

Media Contact
Talisha Holmes
AdtalemMedia@Adtalem.com
+1 872-270-0331

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