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):  February 14, 2019
  BRIDGEPOINT EDUCATION, INC.
(Exact name of registrant as specified in its charter)

	
					
Delaware	 	001-34272	 	59-3551629	
(State or other jurisdiction of incorporation)	 	(Commission File Number)	 	(IRS Employer Identification No.)	

			
8620 Spectrum Center Blvd.
San Diego, California	 	92123	
(Address of principal executive offices)	 	(Zip Code)	
  (858) 668-2586
(Registrant’s telephone number, including area code)
  None
(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 (see General Instruction A.2. below):
 ☐             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))
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 8.01.     Other Events.
Bridgepoint Education, Inc. (the “Company”) owns and operates Ashford University (“Ashford”), a regionally-accredited university accredited by the WASC Senior College and University Commission (“WSCUC”).
The Company and Ashford continue their previously disclosed efforts to undertake a conversion transaction, pursuant to which Ashford will separate from the Company through a series of conversion and merger transactions ultimately resulting in Ashford being owned and operated by AU NFP, a California nonprofit public benefit corporation that was formed for the purpose of the conversion transaction and is independent of the Company. Following the proposed conversion and separation of Ashford, the Company plans to operate as a technology services provider that would provide certain services to AU NFP, and potentially, in the future, to other customers.
On February 14, 2019, AU NFP received official notification from the Internal Revenue Service (IRS) of its determination that AU NFP is exempt from federal income tax pursuant to Internal Revenue Code (IRC) Section 501(c)(3). The IRS further classified AU NFP as a public charity under the IRC.
The Company and Ashford are continuing to finalize the terms of the conversion transaction and review various federal, state and other regulatory requirements that could impact the viability and timing of the conversion transaction and separation. The Company and the Boards of Trustees of Ashford and AU NFP are taking steps to protect Ashford's and AU NFP’s independence in considering the conversion transaction in order to enable Ashford and AU NFP to act in the best interests of Ashford and its students.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements,” including statements relating to the proposed transaction discussed above. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements are based on information available at the time those statements are made or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual events to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: (i) the failure of the proposed transactions to be approved by WSCUC or any of our other regulators; (ii) the failure of the Company and Ashford University to resolve various federal and state regulatory issues that could impact the viability and timing of these transactions, or to reach agreement on terms of the transactions and to negotiate and execute definitive agreements; (iii) the failure to satisfy other conditions to completion of the proposed transactions, including the receipt of all regulatory and accreditor approvals necessary to complete the proposed transactions; (iv) if definitive agreements are executed, the occurrence of any event, change or other circumstance that could give rise to the termination of any definitive agreement; (v) the effect of the announcement or pendency of the transactions contemplated herein on the Company's ability to retain and hire key personnel or its operating results and business generally; (vi) risks related to diverting management's attention from the Company's ongoing business operations; (vii) the outcome of stockholder litigation or other legal proceedings that are currently pending or may be instituted against the Company and/or its subsidiaries; (viii) the failure of the Company to transition to becoming an technology services provider; and (ix) other factors discussed in the Company's reports on file with the Securities and Exchange Commission. Factors or events that could affect the transactions contemplated herein or cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Item 9.01.     Financial Statements and Exhibits.

(d)	Exhibits.	

			
Exhibit No.	 	Description	
99.1	 	Press Release dated February 15, 2019	

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.

			
Date: February 15, 2019	 	Bridgepoint Education, Inc.	
 	 	 	
 	By:	/s/ Diane L. Thompson	
 	 	Name:  Diane L. Thompson	
 	 	Title: Executive Vice President, Secretary and General Counsel	

Exhibit 99.1

News Release

Contact: Lauren Coartney
858.513.9240 x11636 Lauren.Coartney@bpiedu.com

Bridgepoint Education Announces Receipt by AU NFP of IRS Determination of Nonprofit Status

Approval supports the business transformation

SAN DIEGO (February 15, 2019) - Bridgepoint Education announced today that AU NFP received determination from the Internal Revenue Service that it is exempt from federal income tax under Internal Revenue Code (IRC) Section 501 (c) (3). This determination is one of the steps needed in the process of separating Ashford University from Bridgepoint Education and converting Ashford University to an independent, self-governed institution. AU NFP is a nonprofit California public benefit corporation.

“This approval represents an important step in Ashford University’s efforts to become an independent, self-governed institution and for Bridgepoint, as we transfer to an education and technology services company that partners with higher education institutions to deliver innovative, personalized learning solutions driven by data,” said Andrew Clark, CEO of Bridgepoint Education, which currently owns Ashford University.
The final conversion and separation is subject to additional approvals.

Forward-Looking Statements
This news release may contain forward-looking statements which are not statements of historical fact and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding management's intentions, hopes, beliefs or expectations, and statements regarding the Company's outlook for the remainder of 2019 and beyond. These forward-looking statements are based on current information and expectations and are subject to various risks and uncertainties. The Company's actual performance or results may differ materially from those expressed in or suggested by such statements due to various factors, including without limitation: our ability to convert Ashford University into a nonprofit university; the impact of the proposed merger, conversion, and separation of the Company from its academic institutions to focus on online program management; the success of our marketing, technology and new program development initiatives, the success of our Education Partnership programs, the impact of our ongoing cost-reduction initiatives; our ability to comply with the extensive and continually evolving regulatory framework applicable to the Company and its institutions; adverse administrative, economic, legislative or regulatory changes affecting the Company and its institutions; the imposition of fines or other corrective measures against the Company's institutions; the impact of competition in the postsecondary education market; recruiting costs and tuition rates; reputational and other risks related to potential compliance audits; regulatory or legal actions; negative publicity or service disruptions; and our ability to attract, recruit and retain students or develop new or expanded programs in a timely and cost-effective manner.

Additional information on factors that could cause actual plans implemented and actual results achieved to differ materially from those set forth in the forward-looking statements is included from time to time in the Company's filings with the Securities and Exchange Commission (SEC), including, but not limited to, the Company's Annual

Exhibit 99.1

Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 21, 2018, the Company's quarterly reports on Form 10-Q and the Company's current reports on Form 8-K which are available at www.bridgepointeducation.com. You should not place undue reliance on any forward-looking statements. Forward-looking statements are made on the basis of management's good faith beliefs, expectations and assumptions regarding future events based on information available at the time such statements are made. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update or revise any forward-looking statements to reflect actual results or any changes in assumptions, expectations or other factors affecting such forward-looking statements, except to the extent required by applicable securities laws.

About Bridgepoint Education
Bridgepoint Education, Inc. (NYSE: BPI) harnesses the latest technology to reimagine the modern student experience through programs, technologies, and resources representing a unique model for advancing education in the 21st century. Bridgepoint stands for greater access, social learning, and exposure to leading minds. For more information, visit www.bridgepointeducation.com or www.facebook.com/BridgepointEducation .