APEI sells $40M Series A Senior Preferred Stock to repay debt, reduce term loans to $100M

AMERICAN PUBLIC EDUCATION INC

Sold 400 shares of Series A Senior Preferred at $100,000 each to affiliates of Redwood Capital Management and MSD Partners.
Dividend rate: Term SOFR + 10%, increasing by 2% at 30 months and 0.5% quarterly thereafter; capped at SOFR + 25%.
Use of proceeds: $30M plus cash to repay ~$65M of term loans, reducing outstanding to ≤$100M; remaining $10M for general corporate purposes.
Preferred stock is perpetual, non-convertible, ranks senior to common, and has no voting rights except as required by law.
Unregistered sale relies on Section 4(a)(2) exemption; issuance includes a Certificate of Designation with default provisions including 6% dividend rate increase.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AMERICAN PUBLIC EDUCATION INC entered into Purchase Agreement with affiliates of Redwood Capital Management, LLC and MSD Partners, L.P. valued at $40 million (effective 2022-12-28).

Action: entry
Agreement: equity purchase
Counterparty: affiliates of Redwood Capital Management, LLC and MSD Partners, L.P.
Value: $40 million
Effective: 2022-12-28

Exact text from the filing

On December 28, 2022 (the “ Closing Date ”), American Public Education, Inc. (the “ Company ”) announced that it had sold $40 million of its newly designated Series A Senior Preferred Stock, $0.01 par value per share (the “ Preferred Stock ”), to affiliates of Redwood Capital Management, LLC and MSD Partners, L.P., affiliates of each of which are existing common stockholders of the Company (the “ Investors ”). The sale of the Preferred Stock was consummated on the Closing Date pursuant to a purchase agreement (the “ Purchase Agreement ”) among the Company and the Investors.

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Source: SEC EDGAR

accession 0001104659-22-130547

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