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SEC Filings

GRAHAM HOLDINGS CO filed this Form 10-Q on 05/03/2017
Entire Document

approvals, including from the U.S. Department of Education, the Indiana Commission for Higher Education and the Higher Learning Commission of the North Central Association of Colleges and Schools must be obtained and other closing conditions must be satisfied. There can be no assurances that these regulatory approvals will be obtained on the currently contemplated timeline or at all. In addition, as a condition to granting these regulatory approvals, a regulatory authority may require changes to the agreement pursuant to which Kaplan will provide post-closing support services and these changes may negatively impact our financial condition and results of operations. A material delay in obtaining such approvals may create uncertainty or otherwise have negative consequences, including adverse changes in our relationships with our students, vendors and faculty, adverse impacts on employee recruiting and retention efforts, and diversion of management’s attention and internal resources from ongoing business, any of which may materially and adversely affect our financial condition and results of operations. In addition, during the pendency of the transaction, Kaplan will be required to operate its business in the ordinary course of business consistent with past practice and will be restricted from taking certain actions with respect to its business. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied. Whether or not the proposed Transaction is consummated, while it is pending, Kaplan will continue to incur costs, fees, expenses and charges related to the proposed Transaction. Moreover, if the Transaction is consummated, Kaplan may not be able to achieve the expected benefits of the Transaction and may be required to advance amounts to New University, including to fund a $10 million per year priority payment to New University during the first five years following closing.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During the quarter ended March 31, 2017, the Company purchased shares of its Class B Common Stock as set forth in the following table:
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plan*
Maximum Number of Shares that May Yet Be Purchased Under the Plan*















* On May 14, 2015 the Company’s Board of Directors authorized the Company to purchase, on the open market or otherwise, up to 500,000 shares of its Class B Common Stock. There is no expiration date for that authorization. In the first quarter of 2017, 750 shares were purchased from a recipient of vested awards of restricted shares at market price.