---
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"
generated_at: "2026-06-20T22:20:20.187988+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-22-130547
- JSON: https://secwatch.observer/filing/0001104659-22-130547.json
- Plain text: https://secwatch.observer/filing/0001104659-22-130547.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1201792/000110465922130547/0001104659-22-130547-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.