form8-k.htm
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)
September
18, 2008
______________
DEVRY
INC.
(Exact
name of registrant as specified in its charter)
______________
Delaware
|
1-13988
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36-3150143
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
One
Tower Lane, Suite 1000
Oakbrook
Terrace, Illinois
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60181
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(Address
of principal executive offices)
|
(Zip
Code)
|
(630)
571-7700
(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))
Item
2.01. Completion of Acquisition or Disposition of
Assets.
On
September 18, 2008, DeVry Inc. (the “Company”) completed the acquisition of U.S.
Education Corporation (“USEC”) from William Blair Capital Partners VII QP, L.P.,
ClearLight Partners, LLC and the other stockholders and optionholders of
USEC. Pursuant to the transaction, the Company purchased
approximately 99% of the common stock and all of the preferred stock of USEC
directly from the stockholders and acquired the remaining shares of USEC that
were held by a minority stockholder through a “short-form” merger under the
Delaware General Corporation Law. USEC's operating
subsidiaries Apollo College and
Western Career College prepare students for careers in health
care through certificate and associate degree programs in such fields as
nursing, biotechnology, medical and dental assisting, dental hygiene,
respiratory therapy, pharmacy tech, lab tech, physical therapy tech and vet
tech. Apollo and Western are headquartered in Mission Viejo,
California.
The
purchase price was $290 million in cash, paid at closing and subject to
post-closing adjustment for working capital and other items. The
Company financed the transaction through a combination of cash of approximately
$124 million, utilizing approximately $120 million of the Company’s existing
credit facility and borrowing approximately $46 million against its outstanding
auction rate securities.
The
Company will file by amendment to this Current Report on Form 8-K with the
Securities and Exchange Commission (the "SEC") the financial statements and pro
forma financial information required to be filed pursuant to Item 9.01(a) and
9.01(b) of Current Report on Form 8-K not later than 71 days after the date that
this Current Report on Form 8-K was required to be filed with the
SEC.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
In
connection with the completion of the acquisition of USEC, on September 18,
2008, the Company borrowed approximately $120 million under its Credit
Agreement, dated as of May 16, 2003, as amended, between the Company and Global
Education International, Inc., an international subsidiary of the Company, as
borrowers, and certain financial institutions and Bank of America, N.A., as
lenders. The details of this Credit Agreement are more fully
described in the Company’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2008, which description is contained in Item 7 (pages 58-59)
and in Note 10 of the Notes to Consolidated Financial Statements (pages
81-82) , and is incorporated herein by this reference.
Also in
connection with the completion of the acquisition of USEC, on September 18,
2008, the Company borrowed approximately $46 million against its outstanding
auction rate securities under a temporary, uncommitted, demand revolving line of
credit facility between the Company and UBS Bank USA (the
“Lender”). Pursuant to this credit facility the Company has the
option to borrow up to 80% of the fair market value of its auction rate
securities portfolio held through the Company’s broker, UBS, not to exceed $46
million. The fair market value of this auction rate securities portfolio was
approximately $57.8 million as of August 31, 2008.
Under
this lending agreement, the Lender may demand payment at any time and for any
reason. In addition, the credit facility may be terminated at the
Lender’s discretion, on such date as the auction rate securities portfolio may
be liquidated in such amounts and at such a price as the Lender may determine to
be acceptable.
Under
this lending agreement, interest will be charged monthly at a rate equal to
30-day LIBOR, adjusted daily, plus a spread which is initially set at 50 basis
points. No interest payments are required as long as the minimum
equity ratio is maintained in the collateral accounts and outstanding loan
balances do not exceed the approved credit limit. Any proceeds from
the liquidation, redemption, sale or other disposition of all or part of the
auction rate securities and all interest, dividends and other income payments
received from the auction rate securities will be transferred automatically to
the Lender as payments under the lending agreement.
Item
7.01. Regulation FD Disclosure.
A copy of
the Company’s press release announcing the completion of the acquisition is
furnished as Exhibit 99.1 to this Report and is incorporated by reference into
this item.
Item
9.01 Financial Statements and Exhibits.
99.1
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Press
Release dated September 18, 2008.
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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.
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DEVRY
INC.
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(Registrant)
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Date:
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September
23, 2008
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By:
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/s/
Richard M. Gunst
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Richard
M. Gunst
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Senior
Vice President, Chief Financial Officer
and
Treasurer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Press
Release dated September 18, 2008.
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