8-K
filed September 12, 2024, 7:59 PM ET
CIK 0001865852
M&A
confidence high
sentiment neutral
materiality 1.00
Keypath Education International, Inc.: M&A transaction — Keypath Education completes take-private merger with Sterling Partners affiliates at A$0.87/share
Keypath Education International, Inc.
- Merger effective Sept 10/11, 2024; each share (excluding rollover shares) converted to A$0.87 cash.
- Aggregate consideration ~A$40M; funded by senior secured term loan and balance sheet cash.
- Company to be removed from ASX official list; intends to file Form 15 to deregister with SEC.
- Directors Diana Eilert, Melanie Laing, Robert Bazzani, Susan Wolford resigned effective at merger.
- Payment of Transaction Consideration expected on or about September 18, 2024.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Diana Eilert resigned as Director at Keypath Education International, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Diana Eilert, Robert Bazzani, Melanie Laing, and Susan Wolford resigned as a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Bazzani resigned as Director at Keypath Education International, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Diana Eilert, Robert Bazzani, Melanie Laing, and Susan Wolford resigned as a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Wolford resigned as Director at Keypath Education International, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Diana Eilert, Robert Bazzani, Melanie Laing, and Susan Wolford resigned as a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Melanie Laing resigned as Director at Keypath Education International, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Diana Eilert, Robert Bazzani, Melanie Laing, and Susan Wolford resigned as a director of the Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
Keypath Education International, Inc. underwent a change of control involving Karpos Intermediate, LLC for $0.87 Australian Dollars in cash per share, without interest, less any applicable withholding taxes (closed 2024-09-10).
- Action
- change of control
- Counterparty
- Karpos Intermediate, LLC
- Consideration
- $0.87 Australian Dollars in cash per share, without interest, less any applicable withholding taxes
- Closing
- 2024-09-10
Exact text from the filing
the CDIs) issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares (as hereinafter defined)) was converted into the right to receive $0.87 Australian Dollars in cash, without interest, less any applicable withholding taxes (the “ Transaction Consideration ”), whereupon all such shares were automatically canceled upon
View on SEC.gov
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