Perdoceo Education signs agreement to acquire USAHS

Perdoceo Education Corporation, a provider of postsecondary education, reported that it has signed a definitive agreement to acquire 100% ownership of the University of St. Augustine for Health Sciences, LLC. Completion of the acquisition is subject to customary closing conditions and satisfactory regulatory approvals from the Accrediting Commission for Senior Colleges and Universities of the Western Association of Schools and Colleges, as well as other key regulatory bodies, and receipt of a preacquisition review response from the US Department of Education. The company expects to complete the acquisition in December 2024. The ownership transition is not expected to impact the current academic programs of USAHS, and USAHS will remain fully committed to serving and educating students and providing the same high quality educational experience. Perdoceo expects to pay approximately $142M-$144M in cash at closing to acquire 100% ownership of USAHS. The actual cash paid will depend on adjustments for cash, debt and working capital based on the final closing balance sheet. Pursuant to the merger agreement, Perdoceo has purchased a buyer-side representation and warranty insurance policy, which will serve as the primary source of protection against certain risks associated with representations and warranties made by the seller and pre-closing tax liabilities. The boards of directors of both parties to the merger, the USAHS board of directors, and the USAHS stockholders holding 100% of the voting power over USAHS’ parent’s outstanding common stock, each have unanimously approved the acquisition. The acquisition is not subject to a financing condition. Perdoceo plans to use cash on hand for the purchase.