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): April 27, 2009
Grand Canyon Education, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-34211
|
|
20-3356009 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
3300 W. Camelback Road
Phoenix, Arizona
|
|
85017 |
| |
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (602) 639-7500
(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:
| 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. Material Definitive Agreement.
On
April 27, 2009,
Grand Canyon Education, Inc. (the “Company”) signed a
purchase agreement pursuant to which the Company agreed to acquire
its campus land and buildings and 909,348 shares of the Company’s common stock from Spirit Master Funding, LLC and Spirit
Management Company, respectively (collectively, “Spirit”), for an aggregate purchase price of $50
million. Prior to the acquisition, the Company had leased the land and buildings from Spirit, accounting
for the land as an operating lease and the buildings and improvements as capital lease obligations.
To finance this purchase, the Company also entered into a loan agreement with Bank of America, N.A., pursuant to which the Company agreed to borrow $25.7 million,
all of which will be used to fund a portion of the purchase price.
Under the terms of the loan agreement, the Company will make principal payments in equal monthly
installments of approximately $143,000 plus accrued interest at 30 day LIBOR plus 3.5% (approximately 4.0% at April
27, 2009).
The loan agreement contains standard covenants, including covenants
that, among other things, restrict the Company’s ability to
incur additional debt or make certain investments, require the
Company to maintain compliance with certain applicable regulatory
standards, and require the Company to maintain a certain financial
condition. Indebtedness under the loan agreement will be secured by the
land and buildings that are the subject of the campus acquisition.
The transaction and funding are expected to close promptly and, in
any event, by no later than April 30, 2009.
Item 2.02. Results of Operations and Financial Condition.
On April 27, 2009, the Company reported its first quarter 2009
financial results. The press release dated April 27, 2009 is furnished as Exhibit 99.1 to this
report.
Item 9.01. Financial Statements and Exhibits.
| |
|
|
|
|
| |
99.1 |
|
|
Press Release dated April 27, 2009 |
2
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, thereunto duly authorized.
| |
|
|
|
|
| |
GRAND CANYON EDUCATION, INC.
|
|
| Date: April 27, 2009 |
By: |
/s/ Daniel E. Bachus
|
|
| |
|
Daniel E. Bachus |
|
| |
|
Chief Financial Officer
(Principal Financial and Principal Accounting Officer) |
|
3