- Current report filing (8-K)
February 03 2010 - 5:00PM
Edgar (US Regulatory)
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 29, 2010
BRIDGEPOINT EDUCATION, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of
incorporation)
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001-34272
(Commission File Number)
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59-3551629
(IRS Employer Identification
No.)
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13500
Evening Creek Drive North, Suite 600
San Diego, California
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92128
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(Address of
principal executive offices)
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(Zip Code)
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(858) 668-2586
(Registrants telephone number, including area code)
None
(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):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01
Entry
into a Material Definitive Agreement.
On January 29, 2010, we and certain of our subsidiaries
(collectively, we, us, our and our company) entered into a $50 million
revolving line of credit with Comerica Bank (Comerica) pursuant to a Credit
Agreement, Revolving Credit Note and
Security Agreement (such agreements collectively, including all documents
executed in connection therewith, the Loan Documents) between us and Comerica. Under the Loan Documents, Comerica has agreed to make loans to us and
issue letters of credit on our behalf, subject to the terms and conditions of
the Loan Documents. Amounts subject to
letters of credit issued under the Loan Documents are treated as outstanding
borrowings under the line of credit and accrue interest accordingly. Interest is paid monthly under the line of
credit, and principal is paid on the maturity date of the line of credit. The line of credit has a two-year term and
matures on January 29, 2012.
Interest accrues on amounts outstanding under the line of credit, at our
option, at either (1) Comericas prime reference rate + 0.00% or (2) 1
month, 2 month or 3 month LIBOR + 2.25%.
As security for the performance of our obligations under the Loan
Documents, we granted Comerica a first priority security interest in
substantially all of our assets, as specified in the Security Agreement,
including our real property.
The Loan Documents
contain financial covenants requiring (i) our educational institutions to
maintain eligibility
under Title IV of the Higher Education Act and the
regulations promulgated thereunder
and (ii) our company to maintain specified
adjusted quick ratios, minimum profitability, minimum cash balances and U.S.
Department of Education financial responsibility composite scores. The Loan Documents contain other customary
affirmative and negative covenants (including cash controls, financial
reporting covenants and prohibitions on
acquisitions, dividends, stock redemptions and other cash expenditures over a
specified amount without Comericas reasonable consent), representations and
warranties and events of default, including
the occurrence of a material
adverse effect, as defined in the Credit Agreement.
Copies
of the
Credit Agreement, Revolving Credit Note and Security Agreement are filed as
Exhibits 99.1, 99.2 and 99.3 to this report and are incorporated herein by
reference. The summary of these agreements set forth above does not purport to
be complete and is qualified in its entirety by reference to such agreements.
Item 1.02
Termination of a Material
Definitive Agreement.
The initial proceeds under the Loan Documents were
used, in part, to refinance the outstanding obligations under the Loan and
Security Agreement dated April 12, 2004, as amended (such agreement,
including all documents executed in connection therewith, the Prior Agreement),
between us and Comerica. Upon the
effectiveness of the Credit Agreement, the Prior Agreement was terminated and
all outstanding obligations under the Prior Agreement were deemed to be paid in
full and fully satisfied, except that letters of credit existing under the
Prior Agreement were deemed to be letters of credit issued under the Loan
Documents.
Item 2.03
Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
See disclosure in Item
1.01 of this report.
Item 3.03
Material Modification to
Rights of Security Holders.
See disclosure in
Item 1.01of this report.
Pursuant to the
Loan Documents, (i) Comerica must approve cash acquisitions, stock
redemptions, dividend payments and other specified cash expenditures exceeding
an aggregate of $25,000,000 per year, and (ii) we must at all times
maintain on deposit with Comerica or its affiliates an amount equal to 25% of budgeted
cash, as specified in the Credit Agreement, for the month most recently ended.
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Item 9.01
Exhibits
and Financial Statements.
(d)
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Exhibits.
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99.1
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Credit Agreement dated
January 29, 2010
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99.2
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Revolving Credit Note dated
January 29, 2010
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99.3
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Security Agreement dated
January 29, 2010
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3
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 3,
2010
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Bridgepoint
Education, Inc.
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By:
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/s/ Daniel J. Devine
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Name: Daniel J.
Devine
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Title: Chief Financial
Officer
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4
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