Strategic Education, Inc. Announces Public Offering of Common Stock
August 05 2020 - 4:13PM
Business Wire
Strategic Education, Inc. (Strategic Education) (NASDAQ: STRA)
announced today it has commenced an underwritten registered public
offering of $175 million of shares of its common stock. In
addition, Strategic Education intends to grant the underwriters an
option for 30 days to purchase up to $26.25 million of additional
shares of its common stock. There can be no assurances as to
whether or when the offering may be completed, or as to the actual
size or terms of the offering.
Strategic Education intends to use a portion of the net proceeds
of the offering to fund, in part, the cost of the proposed
acquisition of Laureate Education, Inc.’s Australia and New Zealand
operations, and the remainder for general corporate purposes, which
could include future acquisitions, capital expenditures and working
capital. The closing of the offering is not conditioned upon the
consummation of the proposed acquisition. If the proposed
acquisition is not consummated, Strategic Education intends to use
the net proceeds of the offering for future acquisitions and
general corporate purposes, which could include other
acquisitions.
BofA Securities and Truist Securities are acting as joint lead
book-running managers for the offering.
The offering is being made pursuant to an effective shelf
registration statement and preliminary prospectus supplement filed
by Strategic Education with the Securities and Exchange Commission
(SEC). The preliminary prospectus supplement related to the
offering will be available on the SEC’s website located at
www.sec.gov. Copies of the preliminary prospectus supplement and
accompanying base prospectus relating to the offering may be
obtained from BofA Securities, NC1-004-03-43, 200 North College
Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attn:
Prospectus Department, or by emailing:
dg.prospectus_requests@bofa.com; or from Truist Securities, 3333
Peachtree Road NE, 9th floor, Atlanta, Georgia 30326, Attention:
Prospectus Department, email:
truistsecurities.prospectus@truist.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy Strategic Education’s common stock
nor shall there be any sale of such common stock in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
This communication contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements may be identified by the use of words such
as “expect,” “estimate,” “assume,” “believe,” “anticipate,” “may,”
“will,” “forecast,” “outlook,” “plan,” “project,” “potential” and
other similar words, and include all statements that are not
historical facts, including with respect to, among other things,
the expected timing, size, terms and Strategic Education’s ability
to complete the offering; Strategic Education’s anticipated use of
proceeds from the offering; and the completion of the proposed
acquisition of Laureate Education, Inc.’s Australia and New Zealand
operations and the timing thereof. The statements are based on
Strategic Education’s current expectations and are subject to a
number of assumptions, uncertainties and risks, including but not
limited to:
- the pace of student enrollment;
- Strategic Education’s continued compliance with Title IV of the
Higher Education Act of 1965, as amended, and the regulations
thereunder, as well as other federal laws and regulations, regional
accreditation standards, and state regulatory requirements;
- rulemaking by the U.S. Department of Education and increased
focus by the current or future U.S. Congresses or Administrations
on for-profit education institutions;
- competitive factors;
- risks associated with the further spread of COVID-19, including
the ultimate effect of COVID-19 on people and economies;
- risks associated with the opening of new campuses;
- risks associated with the offering of new educational programs
and adapting to other changes;
- risks associated with the acquisition of existing educational
institutions, including in the case of the proposed acquisition of
Laureate Education, Inc.’s Australia and New Zealand operations,
the risk that the acquisition may not be completed in a timely
manner or at all, the risk that the benefits of the acquisition may
not be fully realized or may take longer to realize than expected,
and the risk that the acquisition may not advance Strategic
Education’s business strategy and growth strategy;
- risks related to the timing of regulatory approvals;
- Strategic Education’s ability to continue to implement its
growth strategy;
- the amount of the costs, fees, expenses, and charges related to
Strategic Education’s merger with Capella;
- the risk that the merger with Capella may not advance Strategic
Education’s business strategy and growth strategy;
- the risk that Strategic Education may experience difficulty
integrating Strayer’s and Capella’s employees or operations;
- the potential diversion of our management’s attention resulting
from the merger with Capella;
- risks associated with the ability of students to finance their
education in a timely manner;
- general economic and market conditions; and
- additional factors described in Strategic Education’s most
recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K.
Many of these risks, uncertainties and assumptions are beyond
Strategic Education’s ability to control or predict. Because of
these risks, uncertainties and assumptions, you should not place
undue reliance on these forward-looking statements. Furthermore,
these forward-looking statements speak only as of the information
currently available to Strategic Education on the date they are
made, and Strategic Education undertakes no obligation to update or
revise forward-looking statements, except as required by law.
Actual results may differ materially from those projected in the
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20200805006027/en/
For more information contact: Daniel Jackson Chief
Financial Officer Strategic Education, Inc. (703) 713-1862
daniel.jackson@strategiced.com
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