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4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings PRINT PAGE | CLOSE WINDOW Investor Relations SEC FILINGS 8­K GRAHAM HOLDINGS CO filed this Form 8­K on 04/27/2017 Entire Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8­K Current Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2017 GRAHAM HOLDINGS COMPANY file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 1/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings (Exact name of registrant as specified in its charter) Delaware 1­6714 53­0182885 (State or other jurisdiction of (I.R.S. Employer Identification incorporation) (Commission File Number) No.) 1300 North 17th Street, Arlington, 22209 Virginia (Address of principal executive offices) (Zip Code) (703) 345­6300 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8­K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a­12 under the Exchange Act (17 CFR 240.14a­12) ☐ Pre­commencement communications pursuant to Rule 14d­2(b) under the Exchange Act (17 CFR 240.14d­ 2(b)) ☐ Pre­commencement communications pursuant to Rule 13e­4(c) under the Exchange Act (17 CFR 240.13e­ 4(c)) file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 2/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings Item 1.01 Entry into a Material Definitive Agreement. On April 27, 2017, Kaplan Higher Education LLC and Iowa College Acquisition, LLC (collectively, “Kaplan”), subsidiaries of Graham Holdings Company, entered into a Contribution and Transfer Agreement (“Transfer Agreement”) to contribute the institutional assets and operations of Kaplan University (“KU”) to a new, nonprofit, public­benefit corporation (“New University”) affiliated with Purdue University (“Purdue”) in exchange for a Transition and Operations Support Agreement (“TOSA”), pursuant to which, among other provisions, Kaplan will provide key non­academic operations support to New University for an initial term of 30 years with a buy­out option after six years. The terms and conditions of the Transfer Agreement and the TOSA are described in Item 8.01 of the Current Report on Form 8­K filed by Graham Holdings Company on April 27, 2017 and such description is incorporated herein by reference. The Transfer Agreement, including the form of the TOSA attached as an exhibit thereto, has been filed herewith as Exhibit 2.1, and the description set forth above is qualified in its entirety by the full terms and conditions of the Transfer Agreement. The form of TOSA filed herewith as Exhibit 2.1 is subject to change and the terms of the definitive TOSA may differ from the description set forth above. The Transfer Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Graham Holdings Company, Purdue or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Transfer Agreement were made only for purposes of the Transfer Agreement and as of specific dates, were solely for the benefit of the parties to the Transfer Agreement, may be subject to limitations agreed upon by the contracting parties, including, without limitation, being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Transfer Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third­party beneficiaries under the Transfer Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Transfer Agreement, which subsequent information may or may not be fully reflected in Graham Holdings Company’s public disclosures. file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 3/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings Item 9.01 Financial Statements and Exhibits. Exhibit Description 2.1 Contribution and Transfer Agreement, dated April 27, 2017, by and among Kaplan Higher Education, LLC, Iowa College Acquisition, LLC, Purdue University, and Purdue New U, Inc.* *Graham Holdings Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule to such agreement to the U.S. Securities and Exchange Commission upon request. file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 4/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings SIGNATURE 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. Graham Holdings Company (Registrant) Date: April 27, 2017 By: /s/ Wallace R. Cooney Name: Wallace R. Cooney Title: Senior Vice President­Finance (Principal Financial Officer) file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 5/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings EXHIBIT INDEX Exhibit Description 2.1 Contribution and Transfer Agreement, dated April 27, 2017, by and among Kaplan Higher Education, LLC, Iowa College Acquisition, LLC, Purdue University, and Purdue New U, Inc.* *Graham Holdings Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule to such agreement to the U.S. Securities and Exchange Commission upon request. Exhibit 2.1 CONTRIBUTION AND TRANSFER AGREEMENT BY AND AMONG KAPLAN HIGHER EDUCATION, LLC, IOWA COLLEGE ACQUISITION, LLC, PURDUE UNIVERSITY, AND PURDUE NEWU, INC. file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 6/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings Dated April 27, 2017 file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 7/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings TABLE OF CONTENTS Page 1. Definitions and Interpretation 2 1.1 Terminology 2 1.2 Interpretation 2 2. Contribution and Transfer of Institutional Assets; Assumption of Certain Liabilities 3 2.1 Contribution and Transfer of Institutional Assets 3 2.2 Institutional Employees 4 2.3 Excluded Assets 4 2.4 No Assumed Liabilities 5 2.5 Retained Liabilities 5 2.6 Assignability and Consents 6 2.7 Misallocated Transfers 6 3. The Closing 6 3.1 Consideration 6 3.2 Closing 6 3.3 Contributor Closing Deliveries 7 3.4 Purdue Parties Closing Deliveries 8 4. Representations and Warranties of Contributor 9 4.1 Organization and Qualification 9 4.2 Authority Relative to this Agreement 9 4.3 Consents and Approvals; No Violations; Licenses 9 4.4 Financial Statements 10 4.5 Absence of Certain Changes or Events 10 file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 8/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings 4.6 Tangible Assets 10 4.7 Intellectual Property 10 4.8 Transferred Contracts 11 4.9 Real Property 11 4.10 Student Records 12 4.11 Employee Benefit and Labor Matters 12 4.12 Compliance with Laws 12 4.13 Education Matters 12 4.14 Sufficiency of Institutional Assets 14 4.15 Brokers 14 4.16 Solvency; Fraudulent Conveyance 14 4.17 No Restriction on Transfer 15 4.18 Litigation; Judgments 15 4.19 Related Party Transactions 15 4.20 No Other Representations and Warranties 15 5. Representations and Warranties of the Purdue Parties 15 5.1 Organization and Qualification 16 5.2 Authority Relative to this Agreement 16 5.3 Consents and Approvals; No Violations; Licenses 16 5.4 Brokers 17 5.5 Compliance with Laws 17 5.6 No Other Representations and Warranties 17 6. Covenants 17 6.1 Access 17 6.2 Confidentiality 17 6.3 Cooperation 18 6.4 Further Assurances 20 file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 9/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings Page 6.5 Conduct of Business 20 6.6 Public Announcements 20 6.7 Use of Names, Brands 21 6.8 Insurance 21 6.9 Change of Names 21 6.10 Mixed Use Contracts 21 6.11 Credit Support Obligations; Security Deposits 22 6.12 Tax Matters 22 6.13 Schedule Updates; Certain Notices 22 6.14 Exclusive Dealings 23 7. Employment Matters 23 7.1 Transferred Employees 23 7.2 Service Credit 23 7.3 401(k) Plans 24 7.4 COBRA 24 7.5 Welfare Benefit Claims 24 7.6 Workers Compensation 24 7.7 Vacation 25 7.8 Payment of Bonuses 25 7.9 No Third­Party Beneficiaries 25 8. Conditions to Obligations to Close 25 8.1 Conditions to Obligation of All Parties to Close 25 8.2 Conditions to the Purdue Parties’ Obligation to Close 26 8.3 Conditions to Contributor’s Obligation to Close 26 9. Termination 27 9.1 Termination 27 9.2 Notice of Termination 27 file:///C:/Users/Robert/Downloads/Graham%20Holdings%20­%20Investor%20Relations%20­%208K%20April%2027%202017.html 10/212 4/27/2017 Graham Holdings ­ Investor Relations ­ SEC Filings 9.3 Effect of Termination 27 10.

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