お知らせ • Dec 02
University of Arizona Global Campus completed the acquisition of Ashford University from Zovio Inc (NasdaqGS:ZVO).
University of Arizona Global Campus entered into a non-binding letter of intent to acquire Ashford University from Zovio Inc (NasdaqGS:ZVO) for $1 on December 30, 2019. On August 1, 2020, University of Arizona Global Campus and Ashford University, LLC entered into a definitive Asset Purchase and Sale Agreement by and among Zovio Inc, AU LLC, the Arizona Board of Regents, a body corporate, for and on behalf of the University of Arizona and the University of Arizona Global Campus. Pursuant to the transaction, Zovio Inc, in exchange for $1 and entry into a services agreement, would cause Ashford University to separate from Zovio Inc through a series of conversion and merger transactions ultimately resulting in Ashford University, inclusive of all of its operations and assets, being independently owned and operated by the buyer. Ashford will become The University of Arizona Global Campus upon completion of the transaction. Until that time, it will continue to be known as Ashford University. University of Arizona Global Campus also agreed to assume certain related liabilities. The transferred assets will include the University’s academic curriculum and content and $16.5 million in cash working capital and, at closing, the Zovio will make an additional cash payment to University of Arizona Global Campus of $37.5 million. In addition, at the closing of the sale, the University’s faculty, academic leadership and related staff will transfer their employment from Ashford University to University of Arizona Global Campus. In connection with the closing of the sale, Zovio and University of Arizona Global Campus will enter into a long-term strategic services agreement pursuant to which the company will provide recruiting, financial aid, counseling, institutional support, information technology, and academic support services to University of Arizona Global Campus. At the closing of the sale, the company and University of Arizona Global Campus will also enter into a transition services agreement pursuant to which the company will provide certain services to University of Arizona Global Campus on a transition basis in return for fees equal to the company’s direct costs to provide such services. The closing of sale is subject to customary closing conditions for transactions in this sector, including (a) the approval of the change in ownership of the University by the WASC Senior College and University Commission, (b) the issuance by the U.S. Department of Education of a pre-acquisition review notice that does not require the University or University of Arizona Global Campus to post a letter of credit in order to obtain from ED a Temporary Provisional Program Participation Agreement (“TPPPA”) or a Provisional Program Participation Agreement (“PPPA”) or require the University of Arizona to co-sign the TPPPA or PPPA (either separately or as a condition of not receiving a letter of credit in order to obtain a TPPPA or PPPA); provided, however, that this condition generally will expire and be of no force and effect and University of Arizona Global Campus and University of Arizona shall be deemed to have waived this condition for all purposes, if ED does not issue such notice prior to December 1, 2020, and (c) the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Additionally, the transaction is subject to approval from Department of Veterans Affairs. The board of directors of the Zovio, on behalf of the Zovio and Ashford University, LLC and with the support of the University’s board of trustees, has approved the Purchase Agreement and the consummation of the sale in accordance with its terms. University of Arizona and University of Arizona Global Campus have also received all authorizations necessary to enter into the Purchase Agreement and consummate the sale. As of February 14, 2020 the transaction was approved by Department of Veterans Affairs. As of November 12, 2020, WASC Senior College and University Commission approved the transaction. The transaction is expected to close during the fourth quarter of 2020. As of November 16, 2020, the transaction is expected to close in early December 2020. Barclays Capital Inc. acted as financial advisor to Zovio.
University of Arizona Global Campus completed the acquisition of Ashford University from Zovio Inc (NasdaqGS:ZVO) on December 1, 2020. In connection with the closing, Zovio and Ashford University received consideration of $1 and University of Arizona Global Campus’s agreement to assume certain related liabilities. Zovio made the additional cash payment of $37.5 million to University of Arizona Global Campus. The University’s faculty, academic leadership and related staff transferred their employment from Ashford University to University of Arizona Global Campus. On December 1, 2020, the parties entered into an amendment to the agreement pursuant to which the University of Arizona and University of Arizona Global Campus waived the closing condition regarding issuance of a pre-acquisition review notice by the U.S. Department of Education and the parties waived the closing condition regarding Hart-Scott-Rodino Antitrust Improvements Act.