Item 1.01 Entry into a Material Definitive Agreement.

Property Sale Agreement – Nashville, Tennessee Campus

On September 23, 2021, Nashville Acquisition, LLC, a subsidiary of Lincoln
Educational Services Corporation
(the “Company”), entered into a Contract for
the Purchase of Real Estate to sell the property located at 524 Gallatin Road,
Nashville, Tennessee, at which the Company operates its Nashville campus, to SLC
Development, LLC
, a subsidiary of Southern Land Company (“SLC”), for an
aggregate purchase price of $34.5 million, subject to customary adjustments at
closing. The Company intends to relocate its Nashville campus to a more
efficient and technologically advanced facility in the Nashville metropolitan
area but has not yet determined a location. Under the terms of the agreement,
the closing of the sale, which is subject to various conditions, is scheduled to
take place after a 90-day due diligence period (with an optional 30-day
extension thereof). During the due diligence period, SLC has the right to
terminate the contract for any reason at its discretion. Upon closing, the
Company is permitted to occupy the property and continue to operate the
Nashville campus for a rent free lease-back period of 12 months, and,
thereafter, the Company has the option to extend the rental period for one (1)
90-day term and three (3) additional 30-day terms pursuant to a lease agreement
to be negotiated by the parties during the due diligence period. The closing of
the sale transaction is expected to occur in the first quarter of 2022 subject
to various closing conditions which must be satisfied or waived; therefore,
there can be no assurance that the sale will be consummated on a timely basis or
at all.

Sale-Leaseback Transaction – Denver, Colorado and Grand Prairie, Texas Campuses

On September 23, 2021, Lincoln Technical Institute, Inc. and LTI Holdings, LLC,
each a wholly-owned subsidiary of the Company (collectively, “Lincoln”), entered
into an Agreement for Purchase and Sale of Property for the sale of the
properties located at 11194 E. 45th Avenue, Denver, Colorado 80239 and 2915
Alouette Drive
, Grand Prairie, Texas 75052, at which the Company operates its
Denver and Grand Prairie campuses, respectively, to LNT Denver (Multi) LLC, a
subsidiary of LCN Capital Partners (“LNT”), for an aggregate purchase price of
$46.5 million, subject to customary adjustments at closing. Simultaneously with
the closing of the sale, the parties will enter into a triple-net lease
agreement pursuant to which the properties will be leased back to the applicable
Lincoln subsidiary, for a twenty-year term at an initial annual base rent,
payable quarterly in advance of approximately $2.6 million for the first year
with annual 2.00% increases thereafter and includes four (4) subsequent
five-year renewal options in which the base rent will be reset at the
commencement of each renewal term at then current fair market rent for the first
year of each renewal term with annual 2.00% increases thereafter in each such
renewal term. The lease provides for the applicable Lincoln subsidiary to have
the right of first offer should LNT wish to sell the property. The Company is
required to guaranty the financial and other obligations of each subsidiary
under the lease. The closing of the sale of the properties, which is subject to
various conditions, is scheduled to take place after a 30-day due diligence
period. During the due diligence period, LNT has the right to terminate the
contract for any reason at its discretion. The closing of the sale transaction
is expected to occur in the fourth quarter of 2021 subject to various closing
conditions which must be satisfied or waived; therefore, there can be no
assurance that the sale will be consummated on a timely basis or at all.

Credit Facility Consent Agreement

On September 23, 2021, the Company and certain of its subsidiaries entered into
a Consent and Waiver Letter Agreement (the “Consent Agreement”) to the Company’s
existing Credit Agreement, dated as of November 14, 2019, as amended on November
10, 2020
, with its lender, Sterling National Bank (the “Credit Agreement”). The
Consent Agreement consents to the above-referenced property transactions with
respect to the Nashville, Denver and Grand Prairie campuses (collectively, the
“Property Transactions”) and waives certain covenants in the Credit Agreement,
subject to certain conditions specified therein. In addition, in connection with
the consummation of the Property Transactions, Sterling National Bank has agreed
to release its mortgages and other liens on the subject-properties. In
connection therewith, at the closing of the Property Transactions, the Company
is required to pay in full the outstanding principal and accrued interest of the
Term Loan and any swap obligations arising from any swap transaction entered
into in connection with the Term Loan and any swap obligations arising from any
swap transaction entered into in connection with the Term Loan. No further
borrowings may be made under the Term Loan or the Delayed Draw Term Loan.







Use of Proceeds

If both Property Transactions are consummated, the transactions will generate
net proceeds of nearly $80.0 million, of which approximately $17.0 million will
be used to repay the Company’s oustanding Term Loan resulting in an annual
interest savings of around $0.8 million. In addition, the Company anticipates
investing approximately $10 to 15 million in the buildout of the new Nashville
campus, with the remaining balance available for strategic growth initiatives
including program expansion and new geographic markets as well as general
working capital purposes. The Company plans to utilize its available Federal and
State net operating losses to substantially offset the tax liability associated
with the Property Transactions.

The foregoing descriptions are not complete and are qualified in their entirety
by reference to the Contract for the Purchase of Real Estate, the Agreement for
Purchase and Sale of Property and the Consent and Waiver Letter, a copy of which
are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and
incorporated herein by reference.


Item 8.01 Other Events.



On September 28, 2021, the Company issued a press release announcing the
Property Transactions. 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.

Forward-Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1 hereto, includes certain
“forward-looking statements” within the meaning of Section 27A of the Securities
Act, and Section 21E of the Exchange Act, which are intended to qualify for the
“safe harbor” from liability established by the Private Securities Litigation
Reform Act of 1995. All statements other than statements of historical fact,
including, without limitation, statements with respect to the Property
Transactions, including the anticipated closing and use of the net proceeds
thereof are forward-looking statements. Additionally, forward looking statements
are subject to certain risks, trends, and uncertainties. The Company cannot
provide assurances that the assumptions upon which these forward-looking
statements are based will prove to have been correct. Should one of these risks
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those expressed or implied in any forward-looking
statements, and investors are cautioned not to place undue reliance on these
forward-looking statements, which are current only as of the date of this
Current Report on Form 8-K. The Company does not intend to update or revise any
forward-looking statements made herein or any other forward-looking statements
as a result of new information, future events or otherwise. The Company further
expressly disclaims any written or oral statements made by a third party
regarding the subject matter of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits.




Exhibit No.   Exhibit Title

   10.1         Contract for the Purchase of Real Estate, dated as of September 24,
              2021, by and between Nashville Acquisition, LLC and SLC Development,
              LLC

   10.2         Agreement for Purchase and Sale of Property, dated as of September 24,
              2021 by and between Lincoln Technical Institute, Inc. and LNT Denver
              (Multi) LLC

   10.3         Consent and Waiver Letter Agreement dated as of September 23, 2021, by
              and among Lincoln Educational Services Corporation and certain of its
              subsidiaries, and Sterling National Bank

   99.1         Press Release of Lincoln Educational Services Corporation, dated
              September 28, 2021

    104       Cover Page Interactive Data File - the cover page XBRL tags are embedded
              within the Inline XBRL document

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