{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-22-130547","form_type":"8-K","ticker":"APEI","cik":"0001201792","company_name":"AMERICAN PUBLIC EDUCATION INC","filed_at":"2022-12-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:49.856071+00:00","generated_at":"2026-06-20T22:20:20.187988+00:00","sec_items":["1.01","3.02","3.03","5.03","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"APEI sells $40M Series A Senior Preferred Stock to repay debt, reduce term loans to $100M","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-22-130547","json":"https://secwatch.observer/filing/0001104659-22-130547.json","markdown":"https://secwatch.observer/filing/0001104659-22-130547.md","text":"https://secwatch.observer/filing/0001104659-22-130547.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1201792/000110465922130547/0001104659-22-130547-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1201792/000110465922130547/tm2233570d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T22:20:20.187988+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"bcdf6f68f0d91424f01ec81a6aa0ac5a9158f6db","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1201792/000110465922130547/0001104659-22-130547-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"affiliates of Redwood Capital Management, LLC and MSD Partners, L.P."},{"label":"Value","value":"$40 million"},{"label":"Effective","value":"2022-12-28"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}