According to a newly-amended 13D filing with the US SEC, Charles-de-Vaulx‘ International Value Advisers has signed a Support Agreement with Devry Education Group Inc. (NYSE:DV), upon which Michael W. Malafronte, the managing partner of the fund, was appointed to the company’s board as International Value Advisers’ designee. Mr. Malafronte shall be included in the company’s slate of nominees for election as directors at the 2016 annual meeting unless he resigns from the position earlier. If International Value Advisers, which currently holds 12.22 million shares that amass 19.5% of the total outstanding stock, lower their stake below 10%, or if the fund violates any part of the agreement and don’t fix it within 10 business days, Mr. Malafronte must resign from his position. In addition, during the standstill period, International Value Advisers shall not acquire that many voting securities to amass the ownership of more than 19.9% of the outstanding voting securities.
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Devry Education Group is a large higher educational organization that provides high-quality programs, operating in different sectors such as Medical and Healthcare, and Business, Technology and Management, to name a few. Year-to-date, the company’s stock is down by 29.51%. In its latest financial report for the third quarter of fiscal 2016, Devry Education Group (NYSE:DV) reported earnings per share of $0.71 and revenue of $474.22 million, beating both the estimates of earnings per share of $0.62 and revenue of $466.1.
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As per our database, Devry Education Group (NYSE:DV) was in 13 hedge funds’ portfolios at the end of March, versus 14 in the previous quarter. Among them, the most valuable position was disclosed by International Value Advisers, and the second biggest position was reported by Robert Rodriguez and Steven Romick’s First Pacific Advisors LLC, valued at $47.4 million. Some other investors with a similar bullishness contain D. E. Shaw’s D E Shaw, Ken Griffin’s Citadel Investment Group, and Israel Englander’s Millennium Management.
Among smart money investors who are no longer optimistic about investing in Devry Education Group (NYSE:DV), and who decided to sell their positions are Julian Robertson’s Tiger Management, which dumped the largest investment, worth around $27.7 million in stock, and Glenn Russell Dubin’s Highbridge Capital Managemen, which dropped $5.1 million worth.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
International Value Advisers | 12,221,652 | 12,221,652 | 19.5% | |||
Charles de Vaulx | 12,221,652 | 12,221,652 | 19.5% |
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Page 1 of 6 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d -1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d
-2(a)
(Amendment No. 1)*
DEVRY EDUCATION GROUP INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title
of Class of Securities)
251893103
(CUSIP Number)
Shanda Scibilia
International Value Advisers, LLC
717 Fifth Avenue, 10th Floor
New York, NY 10022
(212) 584-3570
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
June 29, 2016
(Date of Event Which
Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
§ 240.13d -7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes.)
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Page 2 of 6 – SEC Filing
CUSIP No. 251893103
1. | Names of Reporting Persons. |
I.R.S. Identification Nos. of above persons (entities | |
International Value Advisers, LLC | |
2. | Check the Appropriate Box if a Member of a Group (See |
3. | SEC Use Only |
4. | Source of Funds |
AF | |
5. | Check Box if Disclosure of Legal Proceeding is Required |
6. | Citizenship or Place of Organization |
Delaware, United States |
7. | Sole Voting Power | |
Number of | 0 | |
Shares | 8. | Shared Voting Power |
Beneficially | ||
owned by | 11,414,354 | |
Each | 9. | Sole Dispositive Power |
Reporting | ||
Person | 0 | |
With: | 10. | Shared Dispositive Power |
12,221,652 |
11. | Aggregate Amount Beneficially Owned by Each Reporting |
12,221,652 | |
12. | Check if the Aggregate Amount in Row (9) Excludes Certain |
[ ] | |
13. | Percent of Class Represented by Amount in Row (11) |
14. | Type of Reporting Person (See Instructions) |
IA |
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Page 3 of 6 – SEC Filing
CUSIP No. 251893103
1. | Names of Reporting Persons. |
I.R.S. Identification Nos. of above persons (entities only). | |
Charles de Vaulx | |
2. | Check the Appropriate Box if a Member of a Group (See |
3. | SEC Use Only |
4. | Source of Funds |
OO | |
5. | Check Box if Disclosure of Legal Proceeding is Required |
6. | Citizenship or Place of Organization |
France |
7. | Sole Voting Power | |
Number of | 0 | |
Shares | 8. | Shared Voting Power |
Beneficially | ||
owned by | 11,414,354 | |
Each | 9. | Sole Dispositive Power |
Reporting | ||
Person | 0 | |
With: | 10. | Shared Dispositive Power |
12,221,652 |
11. | Aggregate Amount Beneficially Owned by Each Reporting |
12,221,652 | |
12. | Check if the Aggregate Amount in Row (9) Excludes Certain |
[ ] | |
13. | Percent of Class Represented by Amount in Row (11) |
14. | Type of Reporting Person (See Instructions) |
IN |
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Page 4 of 6 – SEC Filing
CUSIP No. 251893103
1. | Names of Reporting Persons. |
I. R.S. Identification Nos. of above persons (entities only). | |
Charles de Lardemelle | |
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] |
3. | SEC Use Only |
4. | Source of Funds |
OO | |
5. | Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] |
6. | Citizenship or Place of Organization |
United States |
7. | Sole Voting Power | |
Number of | 0 | |
Shares | 8. | Shared Voting Power |
Beneficially | ||
owned by | 0 | |
Each | 9. | Sole Dispositive Power |
Reporting | ||
Person | 0 | |
With: | 10. | Shared Dispositive Power |
12,221,652 |
11. | Aggregate Amount Beneficially Owned by Each Reporting |
12,221,652 | |
12. | Check if the Aggregate Amount in Row (9) Excludes Certain |
[ ] | |
13. | Percent of Class Represented by Amount in Row (11) |
14. | Type of Reporting Person (See Instructions) |
IN |
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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.
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Page 6 of 6 – SEC Filing
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended to add the following:
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: June 30, 2016
International Value Advisers, LLC
By: | /s/ Michael W. Malafronte | |
Name: | Michael W. Malafronte | |
Title: | Managing Partner |
Charles de Vaulx | |
/s/ Charles de Vaulx | |
Charles de Lardemelle | |
/s/ Charles de Lardemelle |