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CECO > SEC Filings for CECO > Form 8-K on 24-Oct-2013All Recent SEC Filings

Show all filings for CAREER EDUCATION CORP



Entry into a Material Definitive Agreement, Financial Statements and Exhibi

Item 1.01. Entry into a Material Definitive Agreement.

On October 22, 2013, Career Education Corporation (the "Company") and its subsidiary, CEC Europe, LLC & Investors, S.C.S. (collectively, the "Sellers"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Insignis, a company controlled by funds managed by Apax Partners, pursuant to which the Company will sell and transfer control of the educational institutions and associations in its International segment, which consists of the Company's INSEEC schools and International University of Monaco school located in France and Monaco, respectively (collectively, the "International Segment").

The total consideration for the International Segment pursuant to the Purchase Agreement is $305 million, less certain distributions and adjustments prior to closing, including the distribution to the Company of approximately $18 million prior to closing from certain of the Company's subsidiaries within the International Segment. After these pre-closing distributions and adjustments, the Company anticipates the transaction will result in a cash payment of $276.5 million to the Company at closing. The closing of the transaction is subject to customary closing conditions, including the receipt of anti-trust regulatory approvals in France, and the Purchase Agreement provides that closing is to occur no later than December 27, 2013.

A copy of the Company's press release is attached as Exhibit 99.1.

The impact of this transaction will be further described in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which is expected to be filed with the Securities and Exchange Commission on or about November 6, 2013.

There is no material relationship between the Company or any of its subsidiaries or affiliates and Insignis or Apax Partners, other than with respect to the Purchase Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

          Number    Description of Exhibits

          99.1      Press Release of the Company dated October 24, 2013

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