Page 5 of 6 – SEC Filing EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (the Amendment) is being
filed with respect to the Reporting Persons beneficial ownership in DeVry
Education Group Inc. (DeVry or the Issuer). This Amendment supplements the
Schedule 13D as previously filed on June 22, 2016 (as amended, the Schedule
13D). Each Item below amends and supplements the information disclosed under
the corresponding Item of the Schedule 13D. Unless otherwise indicated herein,
capitalized terms used but not defined in this Amendment shall have the same
meaning herein as are ascribed to such terms in Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On June 29, 2016, the Issuer entered into a Support Agreement
with International Value Advisers, LLC (IVA), Michael W. Malafronte, the
Managing Partner of IVA, and certain other parties related to IVA (the
Agreement). In connection with the execution of the Agreement, Mr. Malafronte
was appointed to the Issuers board of directors as the IVA Designee under the
Agreement. The Agreement provides that unless the IVA Designee has resigned from
the board of directors, the Issuers slate of nominees for election as directors
at the Issuers 2016 annual meeting of stockholders shall include the IVA
Designee. The Agreement further provides that for any annual meeting at which
the IVA Designee is nominated by the Issuer, the Issuer will use reasonable best
efforts to cause the election of the IVA Designee to the board of directors at
such annual meeting. In addition, subject to certain exceptions, if the IVA
Designee resigns from the board of directors or for any other reason is not
serving on the Issuers board of directors, then IVA shall be entitled to
designate a replacement board member for such IVA Designee that is reasonably
satisfactory to the Issuers board of directors (and such replacement shall be
deemed to be a IVA Designee under the Agreement). The Agreement also provides
that so long as the IVA Designee serves on the board of directors (subject to
the Issuers compliance with NYSE listing requirements and similar rules
regarding independence of directors and committee members), the IVA Designee
shall be, and concurrently with the execution of the Agreement the IVA Designee
has been, appointed to (i) the compensation committee of the board of directors,
(ii) the nominating committee of the board of directors and (iii) the external
relations committee of the board of directors. The Issuer has agreed that for so
long as the IVA Designee is on the Issuers board of directors, the Issuer shall
notify IVA, in writing, as to the boards decision whether or not to nominate
the IVA Designee for election at any annual meeting of stockholders following
the 2016 annual meeting not later than 30 days prior to the advance notice
deadline for making director nominations at such annual meeting.
The Issuer shall have no further obligations with respect to
the nominating and election of an IVA Designee, and the IVA Designee shall
resign from the board of directors, if at any time after the date of the
Agreement (a) IVA, together with IVA affiliates, ceases collectively to
beneficially own at least 10% of the Issuers outstanding shares of common
stock, or (b) IVA or the IVA Designee materially breaches any obligation under
the Agreement and fails to cure such breach within 10 business days after
receipt by IVA of written notice from the Issuer specifying any such breach.
IVA has agreed to certain standstill provisions in the
Agreement, including without limitation that IVA will not, during the standstill
period, acquire beneficial ownership of any voting securities such that IVA and
IVA affiliates would collectively beneficially own more than 19.9% of the
Issuers issued and outstanding voting securities at such time. In addition,
until the end of the standstill period, IVA has agreed that IVA and IVA
affiliates shall cause all voting securities of the Issuer owned by IVA or IVA
affiliates directly or indirectly as of the record date for any annual or
special meeting of the Issuers stockholders within the standstill period not to
be voted at such stockholders meetings to cause a majority of the board of
directors of the Issuer to be comprised of directors that were not nominated by
the Issuers board for election as a director. The standstill period is from the
date of the Agreement until such time as the IVA Designee (or his replacement)
is no longer a member of the board of directors.
The foregoing description of the Agreement does not purport to
be complete and is qualified in its entirety by reference to the Agreement, a
copy of which is attached hereto as Exhibit C and is incorporated herein
by reference.
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (the Amendment) is being
filed with respect to the Reporting Persons beneficial ownership in DeVry
Education Group Inc. (DeVry or the Issuer). This Amendment supplements the
Schedule 13D as previously filed on June 22, 2016 (as amended, the Schedule
13D). Each Item below amends and supplements the information disclosed under
the corresponding Item of the Schedule 13D. Unless otherwise indicated herein,
capitalized terms used but not defined in this Amendment shall have the same
meaning herein as are ascribed to such terms in Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On June 29, 2016, the Issuer entered into a Support Agreement
with International Value Advisers, LLC (IVA), Michael W. Malafronte, the
Managing Partner of IVA, and certain other parties related to IVA (the
Agreement). In connection with the execution of the Agreement, Mr. Malafronte
was appointed to the Issuers board of directors as the IVA Designee under the
Agreement. The Agreement provides that unless the IVA Designee has resigned from
the board of directors, the Issuers slate of nominees for election as directors
at the Issuers 2016 annual meeting of stockholders shall include the IVA
Designee. The Agreement further provides that for any annual meeting at which
the IVA Designee is nominated by the Issuer, the Issuer will use reasonable best
efforts to cause the election of the IVA Designee to the board of directors at
such annual meeting. In addition, subject to certain exceptions, if the IVA
Designee resigns from the board of directors or for any other reason is not
serving on the Issuers board of directors, then IVA shall be entitled to
designate a replacement board member for such IVA Designee that is reasonably
satisfactory to the Issuers board of directors (and such replacement shall be
deemed to be a IVA Designee under the Agreement). The Agreement also provides
that so long as the IVA Designee serves on the board of directors (subject to
the Issuers compliance with NYSE listing requirements and similar rules
regarding independence of directors and committee members), the IVA Designee
shall be, and concurrently with the execution of the Agreement the IVA Designee
has been, appointed to (i) the compensation committee of the board of directors,
(ii) the nominating committee of the board of directors and (iii) the external
relations committee of the board of directors. The Issuer has agreed that for so
long as the IVA Designee is on the Issuers board of directors, the Issuer shall
notify IVA, in writing, as to the boards decision whether or not to nominate
the IVA Designee for election at any annual meeting of stockholders following
the 2016 annual meeting not later than 30 days prior to the advance notice
deadline for making director nominations at such annual meeting.
The Issuer shall have no further obligations with respect to
the nominating and election of an IVA Designee, and the IVA Designee shall
resign from the board of directors, if at any time after the date of the
Agreement (a) IVA, together with IVA affiliates, ceases collectively to
beneficially own at least 10% of the Issuers outstanding shares of common
stock, or (b) IVA or the IVA Designee materially breaches any obligation under
the Agreement and fails to cure such breach within 10 business days after
receipt by IVA of written notice from the Issuer specifying any such breach.
IVA has agreed to certain standstill provisions in the
Agreement, including without limitation that IVA will not, during the standstill
period, acquire beneficial ownership of any voting securities such that IVA and
IVA affiliates would collectively beneficially own more than 19.9% of the
Issuers issued and outstanding voting securities at such time. In addition,
until the end of the standstill period, IVA has agreed that IVA and IVA
affiliates shall cause all voting securities of the Issuer owned by IVA or IVA
affiliates directly or indirectly as of the record date for any annual or
special meeting of the Issuers stockholders within the standstill period not to
be voted at such stockholders meetings to cause a majority of the board of
directors of the Issuer to be comprised of directors that were not nominated by
the Issuers board for election as a director. The standstill period is from the
date of the Agreement until such time as the IVA Designee (or his replacement)
is no longer a member of the board of directors.
The foregoing description of the Agreement does not purport to
be complete and is qualified in its entirety by reference to the Agreement, a
copy of which is attached hereto as Exhibit C and is incorporated herein
by reference.
