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):
 
December 4, 2018
 
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
 
 
 Delaware
 
 1-13988
 
 36-3150143
 
 
 (State of incorporation)
 
 (Commission File  Number) 
 
 (IRS Employer Identification No.)
 
 
 
 
 
 
 
 
                                                                                                         
 
 
 500 West Monroe
 
 60661
 
 
 Chicago, IL
 
  (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:
 
☐ 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 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 2.01 Completion of Acquisition or Disposition of Assets.
 
On December 4, 2018, Adtalem Global Education Inc. (“Adtalem”) closed the sale of its ownership of all the outstanding equity interests in U.S. Education Holdings LLC, the holding company of its Carrington College subsidiaries, to San Joaquin Valley College, Inc., pursuant to the terms and conditions of the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 28, 2018 (an executed copy of which was filed as an exhibit to Adtalem’s Form 8-K filed on June 29, 2018).  Pursuant to the terms and conditions of the Purchase Agreement, Adtalem did not receive consideration for the sale of its ownership interests.
 

 
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.  
       
Date: December 6, 2018
By:
/s/ Stephen W. Beard  
    Stephen W. Beard  
    Senior Vice President, General Counsel and Secretary