SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 10/30/19 Graham Holdings Co 10-Q 9/30/19 99:16M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 2.05M 2: EX-10.1 Material Contract HTML 59K 3: EX-31.1 Certification -- §302 - SOA'02 HTML 34K 4: EX-31.2 Certification -- §302 - SOA'02 HTML 33K 5: EX-32 Certification -- §906 - SOA'02 HTML 30K 73: R1 Cover Page HTML 82K 16: R2 Condensed Consolidated Statements of Operations HTML 112K (Unaudited) 52: R3 Condensed Consolidated Statements of Comprehensive HTML 76K Income (Unaudited) 86: R4 Condensed Consolidated Balance Sheets HTML 160K 76: R5 Condensed Consolidated Statements of Cash Flows HTML 146K (Unaudited) 19: R6 Condensed Consolidated Statements of Changes in HTML 135K Common Stockholders' Equity Statement 55: R7 Organization, Basis of Presentation and Recent HTML 52K Accounting Pronouncements 87: R8 Acquisitions and Dispositions of Businesses HTML 88K 72: R9 Investments HTML 65K 93: R10 Accounts Receivable HTML 38K 59: R11 Inventories, Contracts in Progress and Vehicle HTML 43K Floor Plan Payable 22: R12 Leases HTML 68K 34: R13 Goodwill and Other Intangible Assets HTML 183K 92: R14 Debt HTML 69K 58: R15 Fair Value Measurements HTML 80K 21: R16 Revenue from Contracts with Customers HTML 52K 33: R17 Earnings Per Share HTML 94K 90: R18 Pension and Postretirement Plans HTML 113K 60: R19 Other Non-Operating Income HTML 60K 18: R20 Accumulated Other Comprehensive Income (Loss) HTML 175K 54: R21 Contingencies and Regulatory Matters HTML 40K 84: R22 Business Segments HTML 564K 75: R23 Organization, Basis of Presentation And Recent HTML 58K Accounting Pronouncements (Policies) 17: R24 Organization, Basis of Presentation and Recent HTML 42K Accounting Pronouncements (Tables) 53: R25 Acquisitions and Dispositions of Businesses HTML 71K (Tables) 83: R26 Investments (Tables) HTML 53K 74: R27 Accounts Receivable (Tables) HTML 36K 20: R28 Inventories, Contracts in Progress and Vehicle HTML 41K Floor Plan Payable (Tables) 51: R29 Leases (Tables) HTML 68K 36: R30 Goodwill and Other Intangible Assets (Tables) HTML 181K 24: R31 Debt (Tables) HTML 45K 56: R32 Fair Value Measurements (Tables) HTML 76K 88: R33 Revenue from Contracts with Customers (Tables) HTML 45K 37: R34 Earnings Per Share (Tables) HTML 92K 25: R35 Pension and Postretirement Plans (Tables) HTML 110K 57: R36 Other Non-Operating Income (Tables) HTML 56K 89: R37 Accumulated Other Comprehensive Income (Loss) HTML 180K (Tables) 38: R38 Business Segments (Tables) HTML 568K 23: R39 Organization, Basis of Presentation and Recent HTML 28K Accounting Pronouncements (Organization and Basis of Presentation) (Narrative) (Details) 46: R40 Organization, Basis of Presentation and Recent HTML 35K Accounting Pronouncements (Recent Accounting Pronouncements) (Narrative) (Details) 12: R41 Organization, Basis of Presentation and Recent HTML 49K Accounting Pronouncements (Recent Accounting Pronouncements) (Details 1) 70: R42 Acquisitions and Dispositions of Businesses HTML 103K (Acquisitions) (Narrative) (Details) 81: R43 Acquisitions and Dispositions of Businesses HTML 58K (Dispositions and Other) (Narrative) (Details) 47: R44 Acquisitions and Dispositions of Businesses HTML 65K (Assets Acquired and Liabilities Assumed) (Details 1) 13: R45 Acquisitions and Dispositions of Businesses (Pro HTML 35K Forma Financials) (Details 2) 71: R46 Acquisitions and Dispositions of Businesses HTML 34K (Significant Component) (Details 3) 82: R47 Investments (Narrative) (Details) HTML 112K 48: R48 Investments (Investments in Marketable Equity HTML 34K Securities) (Details 1) 11: R49 Investments (Gain (Loss) on Marketable Equity HTML 37K Securities) (Details 2) 27: R50 Accounts Receivable (Narrative) (Details) HTML 30K 41: R51 Accounts Receivable (Details 1) HTML 38K 99: R52 Inventories, Contracts in Progress and Vehicle HTML 40K Floor Plan Payable (Details) 66: R53 Inventories, Contracts in Progress and Vehicle HTML 44K Floor Plan Payable (Narrative) (Details) 26: R54 Leases (Narrative) (Details) HTML 44K 40: R55 Leases (Components of Lease Expense) (Details) HTML 38K 98: R56 Leases (Supplemental Cash Flow And Balance Sheet HTML 46K Information) (Details) 65: R57 Leases (Maturities of Operating Lease Liabilities) HTML 46K (Details) 28: R58 Leases (Future Minimum Operating Lease Payments) HTML 48K (Details) 39: R59 Goodwill and Other Intangible Assets (Goodwill) HTML 28K (Narrative) (Details) 80: R60 Goodwill and Other Intangible Assets (Other HTML 55K Intangible Assets) (Narrative) (Details) 68: R61 Goodwill and Other Intangible Assets (Changes in HTML 81K Carrying Amount of Goodwill) (Details 1) 15: R62 Goodwill and Other Intangible Assets (Other HTML 80K Intangible Assets) (Details 2) 50: R63 Debt (Narrative) (Details) HTML 164K 79: R64 Debt (Details 1) HTML 61K 67: R65 Fair Value Measurements (Narrative) (Details) HTML 33K 14: R66 Fair Value Measurements (Details 1) HTML 65K 49: R67 Revenue from Contracts with Customers (Narrative) HTML 55K (Details) 78: R68 Revenue from Contracts with Customers (Contract HTML 31K Liability) (Details) 69: R69 Revenue from Contracts with Customers (Capitalized HTML 36K Contract Cost) (Details) 62: R70 Earnings Per Share (Narrative) (Details) HTML 37K 94: R71 Earnings Per Share (Details 1) HTML 77K 43: R72 Earnings Per Share (Details 2) HTML 29K 29: R73 Pension and Postretirement Plans (Narrative) HTML 85K (Details) 64: R74 Pension and Postretirement Plans (Total HTML 73K Benefit/Cost) (Details 1) 96: R75 Pension and Postretirement Plans (Asset HTML 39K Allocation) (Details 2) 45: R76 Other Non-Operating Income (Narrative) (Details) HTML 49K 32: R77 Other Non-Operating Income (Details 1) HTML 54K 61: R78 Accumulated Other Comprehensive Income (Loss) HTML 77K (Components of OCI) (Details 1) 97: R79 Accumulated Other Comprehensive Income (Loss) HTML 64K (AOCI balances) (Details 2) 63: R80 Accumulated Other Comprehensive Income (Loss) HTML 77K (Reclassifications out of AOCI) (Details 3) 95: R81 Contingencies and Regulatory Matters (Details) HTML 56K 44: R82 Business Segments (Narrative) (Details) HTML 28K 30: R83 Business Segments (Information by Operating HTML 183K Segment) (Details 1) 35: R9999 Uncategorized Items - a2019q310-q.htm HTML 30K 91: XML IDEA XML File -- Filing Summary XML 189K 31: XML XBRL Instance -- a2019q310-q_htm XML 5.11M 42: EXCEL IDEA Workbook of Financial Reports XLSX 124K 7: EX-101.CAL XBRL Calculations -- ghc-20190930_cal XML 366K 8: EX-101.DEF XBRL Definitions -- ghc-20190930_def XML 1.21M 9: EX-101.LAB XBRL Labels -- ghc-20190930_lab XML 2.38M 10: EX-101.PRE XBRL Presentations -- ghc-20190930_pre XML 1.57M 6: EX-101.SCH XBRL Schema -- ghc-20190930 XSD 250K 77: JSON XBRL Instance as JSON Data -- MetaLinks 488± 740K 85: ZIP XBRL Zipped Folder -- 0000104889-19-000037-xbrl Zip 436K
Exhibit |
A. | The Parties successfully closed the transactions contemplated by the Transfer Agreement concurrently with their execution and delivery of the TOSA on the Effective Date, with the effect that New University formally commenced operations shortly thereafter. |
B. | As
memorialized in the TOSA’s recitals and as reflected in its terms, the TOSA and the Transfer Agreement provided financial guarantees and priority payments to New University that entailed significant economic risk to Contributor. |
C. | Contributor was nonetheless willing to irrevocably transfer the Institutional Assets to New University in reliance on New University’s agreement to perform pursuant to the terms of the TOSA, which provided that Contributor would be compensated, albeit on a deeply subordinated basis, in the form of a services fee for its Support Functions and deferred consideration for the Institutional Assets it transferred at closing for only $1.00. |
D. | For
their part, Purdue and New University determined, following extensive due diligence of Contributor and its Institutional Assets, that the economic terms reflected in the TOSA represented fair market value for: (1) the Support Functions that New University would receive thereunder, (2) the Institutional Assets being contributed to New University under the Transfer Agreement, and (3) the financial guarantees provided to New University in the TOSA-a determination supported by a recognition that the total consideration payable to Contributor under the TOSA in an upside scenario is effectively capped by virtue of New University’s ability to terminate after the sixth anniversary of the Effective Date. |
E. | In the course of obtaining regulatory approvals for
the Transfer, Purdue and New University drew attention to the foregoing factors-including the deeply subordinated nature of Contributor’s ability to receive any compensation under the TOSA-all of which provided New University with significant financial protection, ensured it would have the funds necessary to serve students successfully over the long term, and protected Purdue University and Indiana taxpayers from financial risk. |
F. | Although their intentions concerning the structure of the TOSA have, as described above, been previously articulated, the Parties desire to reflect more clearly, among other things, how compensation to be paid to Contributor under the TOSA represents both (1) a services fee for the Support Functions it is providing, and
(2) deferred purchase price for the Institutional Assets it contributed to New University. |
(a) | The
following definitions in Exhibit A of the TOSA are hereby changed or amended to read as follows: |
1. | The reference to the term “Contributor Fee” (as defined in Section 2 of Exhibit F) is hereby changed to a new term to be called “Contributor Compensation”. |
2. | The
reference to the term “Unpaid Contributor Fee” (as defined in Section 2 of Exhibit F) is hereby changed to a new term to be called “Unpaid Contributor Compensation”. |
3. | The last sentence in the definition of “Revenue” or “Revenues” in Exhibit A is hereby amended and restated to read in its entirety as follows: |
4. | A new defined term, “GDPR”, is hereby added to Exhibit A to read as follows: |
(b) | The following definitions in Exhibit F of the TOSA are hereby changed or amended to read as follows: |
1. | The defined term “Contributor Fee” is hereby changed to “Contributor Compensation,” [***] |
3. | [***]
amount equal to (i) 12.5% of actual Revenues for the quarter just-ended through June 30, 2022, and thereafter 13% of actual Revenues for the quarter just-ended through the Fiscal Year ending June 30, 2027, and thereafter 12.5% of actual Revenues for the quarter just-ended for the remainder of the Term, [***] |
(c) | The references to “Contributor Fee” or “Contributor Fees” in the following sections shall be changed to “Contributor Compensation” each place such term appears: |
1. | Section
9 |
2. | Section 11.2 |
3. | Section 13.2 (two references) |
4. | Section 14.5(b)(iv) |
5. | Section 14.6(b) |
6. | Section
14.9(a) |
7. | Section 15 (two references) |
8. | Section 1(d) of Exhibit F |
9. | Sections 4(a)(i) and 4(a)(ii) of Exhibit F |
(d) | Sections
3.2(c) and 3.2(d) are hereby amended and restated to read in their entirety as follows: |
(i) | an annual plan that will include New University’s key objectives and the Annual New University Budget (the “Annual
Plan”), including amounts budgeted for Academic Functions and Support Functions thereunder; |
(ii) | the Marketing Plan to support the objectives, and in compliance with the NewU Budget, as set forth in the Annual Plan; |
(iii) | updating the Service Levels consistent with and in accordance with Section 2.5; |
(iv) | success
metrics for New University and Contributor that support and track performance against the Annual Plan and the New University Budget; |
(v) | increase or decrease in the tuition or fees, or changes in grants or relationship discounts, for any of the Academic Programs; provided that the Parties shall develop an expedited review process for proposed discounts in connection with strategic business opportunities and will seek to develop pre-approved frameworks under which Contributor can offer discounts to secure strategic business relationships for New University; |
(vi) | the
increase of any Cost in, or the implementation or roll out of, any Academic Programs, or the reduction or elimination of any Academic Program; |
(vii) | material changes to the NU Policy Guide, including policies relating to New University admissions standards, student advancement or academic term structure; and |
(viii) | any defense, settlement or prosecution of any legal action against or in the name of or on behalf of New University that could: (1) result in financial liability to either Party or (2) reasonably be expected to adversely
affect: (A) the Support Functions, (B) the respective rights or expectations of the Parties under this Agreement, or (C) in any material respect, the tax liabilities or tax and financial reporting position of either Party. |
(e) | The
first sentence of Section 11.1 is hereby amended and restated as follows: |
(f) | Section 11.3 is hereby amended and restated to ready in its entirety as follows: |
(g) | Sections 2(f) through 2(h) of Exhibit F are hereby amended and restated, with a new subsection inserted thereto, such that they now read (as re-lettered) in their entirety as follows: |
(h) | As
a technical correction, the previously omitted word “with” is hereby added to Section 4.2(e) as follows: “(e) costs incurred by Contributor in connection with performing its obligations hereunder in the line item categories set forth on Exhibit E-2 (Contributor Support Cost Line Items);” |
(i) | Section 6.1 is hereby amended and restated to read in its entirety as follows: |
KAPLAN HIGHER EDUCATION, LLC | |
by: | /S/ David
J. Adams |
Name: David J. Adams | |
Title: Secretary and General Counsel | |
IOWA COLLEGE ACQUISITION, LLC | |
by: | /S/
David J. Adams |
Name: David J. Adams | |
Title: Secretary and General Counsel |
PURDUE University global, INC. (f/k/a purdue newu, inc.) | |
by: | |
Name: Christopher A. Ruhl | |
Title: CFO |
THE TRUSTEES OF PURDUE UNIVERSITY, solely for the purpose of continuing to be bound by the Purdue Provisions | |
by: | |
Name: Steven R. Schultz | |
Title: General Counsel |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/30/27 | ||||
6/30/22 | ||||
Filed on: | 10/30/19 | 8-K | ||
For Period end: | 9/30/19 | |||
7/29/19 | ||||
3/22/18 | 8-K, DEF 14A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Graham Holdings Co. 10-K 12/31/23 139:23M 2/24/23 Graham Holdings Co. 10-K 12/31/22 133:24M 2/25/22 Graham Holdings Co. 10-K 12/31/21 132:24M 2/24/21 Graham Holdings Co. 10-K 12/31/20 131:24M |