Page 11 of 15 – SEC Filing
SCHEDULE 13D CUSIP No. 913915104 Page
11
of 15 Pages
CCP2
13.9 % CCC
17.4 % Total
100.0 %
(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f) The citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is supplemented as follows:
The source and amount
of funds used in purchasing the Series A Preferred Stock by certain of the Reporting Persons and the Separate Account are as follows:
Purchaser
Source of Funds
Amount CCP
Working Capital $ 34,930,000 CCP2
Working Capital $ 9,724,000 CCC
Working Capital $ 12,214,000 Separate Account
Working Capital $ 13,132,000
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
Securities Purchase
Agreement
On June 24, 2016, the Issuer entered into a securities purchase agreement (the Purchase Agreement) with Coliseum
Holdings I, LLC (CH1), a special purpose vehicle used by the Reporting Persons to acquire the Series A Preferred Stock. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to CH1 in a private placement (the
Private Placement) 700,000 shares of Series A Preferred Stock at a purchase price per share of $100.00 for gross proceeds of $70 million.
Certificate of Designations
Pursuant to the Certificate
of Designations of Series A Preferred Stock (the Certificate of Designations), the Series A Preferred Stock may be converted into Common Shares, subject to certain conditions. Until stockholder approval as required under the
listing standards of the NYSE and approval of the applicable educational regulatory agencies (including without limitation the Department of Education) (collectively, Required Approvals) in connection with the Private Placement is
obtained, the Series A Preferred Stock beneficially owned by the holders of Series A Preferred Stock and their respective affiliates may only be converted into Common Shares to the extent that, after giving effect to such conversion, the amount of
Common Shares the holder thereof together with its affiliates would beneficially own pursuant to such conversion, in the aggregate, is less than or equal to 4.99% of the Common Shares outstanding on the date of issuance of the Series A Preferred
Stock (the Conversion Cap). The Conversion Cap will not apply to the Series A Preferred Stock once the Issuer obtains the Required Approvals.
| SCHEDULE 13D | ||||
| CUSIP No. 913915104 | Page 11 of 15 Pages | |||
| CCP2 | 13.9 | % | ||
| CCC | 17.4 | % | ||
| Total | 100.0 | % |
| (d) | During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. |
| (f) | The citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto. |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is supplemented as follows:
The source and amount
of funds used in purchasing the Series A Preferred Stock by certain of the Reporting Persons and the Separate Account are as follows:
| Purchaser | Source of Funds | Amount | ||||
| CCP | Working Capital | $ | 34,930,000 | |||
| CCP2 | Working Capital | $ | 9,724,000 | |||
| CCC | Working Capital | $ | 12,214,000 | |||
| Separate Account | Working Capital | $ | 13,132,000 | |||
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
Securities Purchase
Agreement
On June 24, 2016, the Issuer entered into a securities purchase agreement (the Purchase Agreement) with Coliseum
Holdings I, LLC (CH1), a special purpose vehicle used by the Reporting Persons to acquire the Series A Preferred Stock. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to CH1 in a private placement (the
Private Placement) 700,000 shares of Series A Preferred Stock at a purchase price per share of $100.00 for gross proceeds of $70 million.
Certificate of Designations
Pursuant to the Certificate
of Designations of Series A Preferred Stock (the Certificate of Designations), the Series A Preferred Stock may be converted into Common Shares, subject to certain conditions. Until stockholder approval as required under the
listing standards of the NYSE and approval of the applicable educational regulatory agencies (including without limitation the Department of Education) (collectively, Required Approvals) in connection with the Private Placement is
obtained, the Series A Preferred Stock beneficially owned by the holders of Series A Preferred Stock and their respective affiliates may only be converted into Common Shares to the extent that, after giving effect to such conversion, the amount of
Common Shares the holder thereof together with its affiliates would beneficially own pursuant to such conversion, in the aggregate, is less than or equal to 4.99% of the Common Shares outstanding on the date of issuance of the Series A Preferred
Stock (the Conversion Cap). The Conversion Cap will not apply to the Series A Preferred Stock once the Issuer obtains the Required Approvals.
