Covista Inc 8-K, filed Feb 18, 2022
Covista Inc. (CVSA)
8-K
2022-02-18
For: 2022-02-17
View Original
Added on
April 10, 2026
About this 8-K
Covista Inc filed this 8-K on February 18, 2022, reporting on events of February 17, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2022
(Exact name of registrant as specified in its charter)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(866 ) 374-2678
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On February 16, 2022, the U.S. Department of Education (“DOE”) announced that it will discharge repayment of federal student loans for approximately 1,800
students who attended DeVry University (“DVU”). The 1,800 former DVU students were approved for relief through the “borrower defense to repayment” (“BDR”) program.
As previously disclosed, pursuant to the terms of the Stock Purchase Agreement by and between Adtalem Global Education Inc. (“Adtalem”) and Cogswell
Education, LLC (“Cogswell”), dated as of December 4, 2017, as amended, Adtalem sold DVU to Cogswell and Adtalem agreed to indemnify DVU for certain losses up to $340,000,000 (the “Indemnification Cap”), including certain BDR claims.
Adtalem has previously disclosed DVU-related matters that have consumed a portion of the Indemnification Cap.
To Adtalem’s knowledge, DVU has not been contacted by the DOE or received any specific information from the DOE on the cancelled federal student loans.
Adtalem does not have any specific information on how the DOE adjudicated the cancelled loans or whether any of the borrowers in question may have already been provided relief under prior settlements. Currently, the only information available
to Adtalem is yesterday’s announcement by the DOE.
Forward-Looking Statements
Certain statements contained in this Form 8-K are forward-looking statements as defined in the Private Securities Litigation Reform Act of
1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which
includes statements regarding the Company’s future growth, the future impacts of the COVID-19 pandemic, the efficacy and distribution of the vaccines, the BDR program, Adtalem’s indemnification of DVU, the expected synergies from the recent
Walden acquisition, and the pending sale of the financial services segment, including our anticipated net proceeds and whether the pending sale will be completed in the anticipated timeframe, if at all. Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,”
and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include the risk factors
described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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ADTALEM GLOBAL EDUCATION INC.
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By:
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/s/ Robert J. Phelan
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Robert J. Phelan
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Date: February 17, 2022