Item 1.01. Conclusion of a significant definitive agreement.
As indicated previously, the February 4, 2022, Universal Technical Institute, Inc.a Delaware company (the “Company”), together with its subsidiary,
Universal Technical Institute Ventures, LLCa Delaware limited liability company (“UTI companies“), acquired an indirect 34.2133% stake in 2611
West Drive Venture LLCa Delaware with limited liability (the “Target”) and owner of the Company’s campus located at Lisle, Ill. (the “Lisle Campus”). At the closing of this acquisition the February 8, 2022and given its prior 27.972% interest in Target, UTI companies held a 62.1853% interest in Target.
At February 11, 2022the Company, in collaboration with UTI companieshas entered into a definitive purchase and sale agreement (the “Purchase Agreement”) with iStar Net Bail Member I LLCa Delaware limited liability company (“Seller”), under which UTI companies agreed to purchase from the seller (the “Acquisition”) the remaining 37.8147% interest in Target. The parties closed the Acquisition on
February 14, 2022. As a result of the Acquisition, and taking into account
UTI Ventures’ a 62.1853% interest in target, it became a wholly owned subsidiary of UTI companies. The Acquisition will not result in any change in the Company’s operations on the Lisle Campus.
The purchase price paid for the acquisition, after giving effect to certain adjustments, pro-rata calculations and credits, was $14.9 million. The Company paid the purchase price with cash. The Purchase Agreement contains customary representations, warranties and indemnities of the parties.
The target is party to a loan agreement, dated October 13, 2017 (the “Existing Loan Agreement”), with Western Alliance Banka Arizona corporation (“Lender”), which is secured by a mortgage on the Lisle Campus. Concurrent with and in connection with the Acquisition, and pursuant to the terms of an amending agreement (the “Amending Agreement”), effective as of February 14, 2022by and between the target and the lender, the lender has consented to UTI Ventures’ the acquisition of all interests in Target and the Company has entered into a Reimbursement Guarantee in favor of the Lender (the “Reimbursement Guarantee”), pursuant to which it has guaranteed the payment obligations of the Target under the Contract of Existing Loan.
The target is subject to certain customary affirmative and negative covenants under the existing loan agreement, including, but not limited to, certain reporting obligations and a debt service coverage ratio covenant. Events of default under the existing loan agreement include, but are not limited to, failure to make payments when due, breach of covenants, and breach of representations or warranties.
The foregoing descriptions of the Acquisition and the Existing Loan Agreement do not purport to be complete and are qualified in their entirety by references to the Purchase Agreement, the Amendment Agreement and the Reimbursement Guarantee, copies of which, if required, will be filed in a timely manner as exhibits to a future periodic report in accordance with the applicable rules and regulations of the Security and Exchange Commission.
Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Section 7.01. FD Regulation Disclosure.
At February 16, 2022, UTI issued a press release announcing the acquisition. A copy of the press release is filed herewith as Exhibit 99.1.
Section 9.01. Consolidated financial statements and supporting documents.
99.1 Press Release, dated February 16, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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