UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): March 7, 2025

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☐

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On March 7, 2025, Lincoln Educational Services Corporation (the “Company”) and Fifth Third Bank, National Association (the “Bank”) entered into a second amendment (the “Amendment”) to the secured Credit Agreement dated as of February 16, 2024 (as amended by that certain First Amendment to Credit Agreement dated as of June 28, 2024, and as may be further amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). As previously reported, pursuant to the Credit Agreement, the Company, as borrower, obtained a revolving credit facility in the aggregate principal amount of $40 million, including a $10 million letter of credit sublimit and a $20 million accordion feature (the “Facility”), the proceeds of which are to be used for working capital, general corporate and certain other permitted purposes. The Facility is guaranteed by the Company’s wholly-owned subsidiaries and is secured by a first priority lien in favor of the Bank on substantially all of the personal property owned by the Company and its subsidiaries. The Facility, as originally entered, had a term of 36 months, maturing on February 16, 2027.

 

The Amendment effects certain modifications to the Credit Agreement including, among other things: (i) to increase the size of the Facility, including the aggregate principal amount from $40 million to $60 million and the accordion feature from $20 million to $25 million, (ii) to extend the term of the Facility to March 7, 2028, (iii) to replace certain financial covenants of the Company, and (iv) to eliminate or revise certain definitions in order to harmonize them with the other modifications made.  The Amendment also contains customary releases, representations and warranties and reaffirmations consistent with the original terms of the Credit Agreement. Except as set forth above, the Amendment does not materially alter the Credit Agreement.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item  8.01.

Other Events.

On March 11, 2025, the Company issued a press release reporting its entry into the Amendment.  A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

The information contained under this Item 8.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

 

 

 

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.

 

Dated:  March 11, 2025
	LINCOLN EDUCATIONAL SERVICES CORPORATION

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