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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17,
2018
National American University Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34751
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83-0479936
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5301 Mount Rushmore Road
Rapid City, SD
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57701
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(605)
721-5220
(Former name or former
address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On May
17, 2018, Dlorah, Inc. (“Dlorah”), a wholly-owned
subsidiary of National American University Holdings, Inc. (the
“Company”), and the Company jointly and severally
issued to Black Hills Community Bank, N.A. (“Black Hills
Community Bank”) a promissory note in the principal amount of
$8,000,000 (the “Note”), which is secured by a mortgage
granted by Dlorah to Black Hills Community Bank on certain real
property located in Pennington County, State of South Dakota,
pursuant to a collateral real estate mortgage (the
“Mortgage”, and together with the Note, the “Loan
Agreements”) entered into between Dlorah and Black Hills
Community Bank on the same date as the Note, and certain related
rents, as well as a security interest in certain deposit
accounts.
The
Loan Agreements provide for an $8,000,000 five-year term loan (the
“Loan”). The Loan carries a fixed interest rate of
4.0000% (the “Interest Rate”) and is payable as
follows: beginning June 17, 2018, 59 monthly consecutive
interest-only payments based on the unpaid principal balance of the
Loan at the Interest Rate; beginning May 17, 2019, four consecutive
annual principal payments of $800,000 each, during which interest
will continue to accrue on the unpaid principal balance of the Loan
at the Interest Rate; and on May 17, 2023, one payment of the
principal balance and accrued interest of the Loan in the amount of
$4,816,000. The Company and Dlorah may prepay the Loan at any time
without penalty unless the Note is refinanced with proceeds derived
from another lender, in which case Black Hills Community Bank will
be entitled to a prepayment penalty of 1%. The Loan Agreements also
contain various affirmative and negative covenants, including
financial covenants and events of default. Proceeds from the
Agreements will be used to augment the Company’s cash
position to support the Company’s pursuit of growth
opportunities.
The
foregoing description is qualified in its entirety by the Mortgage,
a copy of which is attached hereto as Exhibit 4.1, and the Note, a
copy of which is attached hereto as Exhibit 4.2.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a
Registrant.
The
information required to be disclosed under this item is included in
Item 1.01 above and incorporated by reference into this Item
2.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Collateral Real
Estate Mortgage, dated May 17, 2018, by Dlorah, Inc. in favor of
Black Hills Community Bank, N.A.
Promissory Note,
dated May 17, 2018, by Dlorah, Inc. and National American
University Holdings, Inc. to Black Hills Community Bank,
N.A.
SIGNATURES
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.
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NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
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By:
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/s/ Ronald L. Shape
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Ronald L. Shape, Ed. D.
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President and Chief Executive Officer
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Date:
May 21, 2018