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APEI > SEC Filings for APEI > Form 8-K on 5-Nov-2013All Recent SEC Filings




Completion of Acquisition or Disposition of Assets, Financial State

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 1, 2013, American Public Education, Inc. (the "Company") completed its acquisition of all of the issued and outstanding capital stock of National Education Seminars, Inc., an Ohio corporation operating as Hondros College of Nursing ("HCON"), pursuant to the Stock Purchase Agreement (the "Agreement") dated as of August 28, 2013, by and among the Company, HCON, the stockholders of HCON, and the founders of HCON. The Company's entry into the Agreement was previously announced on the signing date.

The Company acquired all of the outstanding equity of HCON for an adjusted aggregate purchase price, including post-closing working capital adjustments, of $45.0 million (the "Purchase Price"). The Company assumed no debt in the acquisition of HCON. The Company used existing cash to pay the Purchase Price.

In connection with the closing, $6,900,000 of the Purchase Price otherwise payable to the stockholders of HCON has been deposited in a third-party escrow account to secure certain indemnification obligations of such stockholders. The amount in that account will be reduced over time.

The foregoing summary of the terms of the Agreement is qualified in its entirety by reference to the text of the Agreement, which the Company has filed as exhibit 2.1 to its Quarterly Report on Form 10-Q for the period ended September 30, 2013.

Item 9.01. Financial Statements and Exhibits.

2.1 Stock Purchase Agreement, dated August 28, 2013, by and among, American Public Education, Inc., National Education Seminars, Inc., the Selling Stockholders, the Founders and the Stockholder Representative (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2013, File No. 001-33810).

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