Item 8.01 Other Events.
As previously reported by Graham Holdings Company (the “Company”) on April 27, 2017, Kaplan Higher Education LLC and Iowa College Acquisition, LLC (collectively, “Kaplan”), subsidiaries of the Company, entered into a Contribution and Transfer Agreement (“Transfer Agreement”) to contribute the institutional assets and operations of Kaplan University (“KU”) to a new, nonprofit, public-benefit corporation affiliated with Purdue University (“Purdue”) in exchange for a Transition and Operations Support Agreement (“TOSA”) to provide key non-academic operations support to the university, which will be known as Purdue University Global, for an initial term of 30 years with a buy-out option after six years.
Consummation of the transactions contemplated by the Transfer Agreement are subject to various closing conditions, including, among others, regulatory approvals from the U.S. Department of Education (“ED”), the Indiana Commission for Higher Education (“ICHE”) and the Higher Learning Commission (“HLC”) which is the regional accreditor of both Purdue and Kaplan University, and certain other state educational agencies and accreditors of programs. On August 10, 2017, ICHE approved the transaction. On September 13, 2017, the ED responded to the pre-acquisition application stating that it does not see any impediment to approval of the transaction subject to certain conditions. On March 5, 2018, the HLC notified Kaplan and Purdue that the HLC Board of Trustees voted to approve the transaction at its February 22, 2018 meeting. As required by HLC policy and federal regulation, the HLC Board requires Purdue University Global to host focused evaluations within six months of the date of the transaction. The Company expects that the transaction will close within thirty days of the HLC approval date.