Apollo Education Group, Inc. (NASDAQ:APOL) Files An 8-K Completion of Acquisition or Disposition of Assets

Apollo Education Group, Inc. (NASDAQ:APOL) Files An 8-K Completion of Acquisition or Disposition of Assets

Story continues below

Item2.01. Completion of Acquisition or Disposition of Assets

On the Closing Date, Parent completed the acquisition of the
Company through the Merger. At the effective time of the Merger,
each share of the Companys ClassA common stock (each, a Class
A Share
) and each share of the Companys Class B common stock
(each, a Class B Share, and together with the ClassA
Shares, the Shares) of the Company issued and outstanding
immediately prior to the effective time (other than Shares owned
by Parent, Merger Sub or any other direct or indirect wholly
owned subsidiary of Parent and Shares owned by the Company or any
direct or indirect wholly owned subsidiary of the Company, and in
each case not held on behalf of third parties) was cancelled and
converted into the right to receive $10.00 per Share in cash,
without interest.

The aggregate consideration paid by Parent in the Merger to the
Companys stockholders was approximately $1.1 billion. The source
of the funds for the consideration paid by Parent in the Merger
was a combination of equity contributions from funds managed by
affiliates of Apollo Global Management, LLC (Apollo) and
certain other investors, including an affiliate of The Vistria
Group, LP (Vistria).

The description of the Merger set forth above does not purport to
be complete and is qualified in its entirety by reference to
(i)the Merger Agreement, which was filed by the Company as
Exhibit2.1 to the Companys Current Report on Form 8-K filed on
February7, 2016, (ii)Amendment No.1 to the Merger Agreement,
which was filed by the Company as Exhibit 2.1 to the Companys
Current Report on Form 8-K filed on May2, 2016, (iii)Amendment
No.2 to the Merger Agreement, which was filed as Exhibit 2.2 to
the Companys Quarterly Report on Form 10-Q filed on July8, 2016
and (iv)Amendment No.3 to the Merger Agreement, which was filed
as Exhibit 2.11 to the Companys Annual Report on Form 10-K filed
on October20, 2016, each of which are incorporated in this
Item2.01 by reference.

A copy of the press release issued by the Company on the Closing
Date announcing the completion of the acquisition is filed
herewith as Exhibit 99.1 and is incorporated in this Item2.01 by
reference.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introduction and under Item2.01
of this Current Report on Form 8-K is incorporated by reference
into this Item3.01.

In connection with the closing of the Merger, the Company
(i)notified the NASDAQ Stock Market (NASDAQ) on the
Closing Date of the consummation of the Merger and (ii)requested
that NASDAQ file with the SEC a Form 25 Notification of Removal
from Listing and/or Registration to delist and deregister the
ClassA Shares under Section12(b) of the Securities Exchange Act
of 1934, as amended (the Exchange Act). Trading of ClassA
Shares on the NASDAQ was suspended as of approximately 11:00 am
EST on February1, 2017. The Company intends to file with the SEC
a Form15 requesting the termination of registration of the Common
Stock under Section12(g) of the Exchange Act and the suspension
of reporting obligations under Section13 and 15(d) of the
Exchange Act.

Item3.03. Material Modification to Rights of Security
Holders.

The information set forth in the Introduction and under Items2.01
and 5.01 of this Current Report on Form 8-K is incorporated by
reference in this Item3.03.

Item5.01. Changes in Control of Registrant

The information set forth under Item2.01 of this Current Report
on Form 8-K is hereby incorporated by reference into this
Item5.01.

As described above, the Merger was consummated on February1,
2017. As a result of the consummation of the Merger, a change in
control of the Company occurred. Following the consummation of
the Merger, the Company became a wholly-owned subsidiary of
Parent.

On February1, 2017, in connection with the Merger (i)each of
Terri Bishop, Gregory Cappelli, Dana Born, Matthew Carter,
Richard Dozer, Roy Herberger, Ann Kirschner, Robert Murley,
Manuel Rivelo, Darby Shupp, Peter Sperling and Allen Weiss
resigned from their role as a member of the Board of Directors of
the Company (the Board) and from all committees of the
Board on which such directors served, effective as of the
effective time of the Merger and (ii)in accordance with the
Companys by-laws and Section10-810 of the Arizona Revised
Statutes, following the effectiveness of the Merger, Parent, the
sole stockholder of the Company, elected Anthony Miller, Laurence
Berg, Antoine Munfakh, Harreld Kirkpatrick III and Gregory W.
Cappelli to the Board as directors of the Company, effective
immediately.

As disclosed in the Companys information statement in connection
with the Companys Fiscal Year 2016 Annual Meeting of ClassA and
Class B Shareholders (the 2016 Information Statement),
prior to the Merger, Mr.Cappelli was the Chief Executive Officer
of the Company and a member of the Board. Following the Merger,
Mr.Cappelli will continue to serve as the Companys Chief
Executive Officer and will serve as a member of the Board.
Mr.Cappelli is also currently a director and an officer of
certain of the Companys subsidiaries. Each of Messrs. Berg,
Munfakh, Miller and Kirkpatrick has advised the Company that, to
the best of his knowledge, he is not currently a director of, and
does not hold any position with, the Company or any of its
subsidiaries. Each of Messrs. Berg, Cappelli, Munfakh, Miller and
Kirkpatrick has further advised the Company that, to the best of
his knowledge, neither he nor any of his immediate family members
(1)has a familial relationship with any directors, other nominees
or executive officers of the Company or any of its subsidiaries;
or (2)has been involved in any transactions with the Company or
any of its subsidiaries, in each case, that are

required to be disclosed to the rules and regulations of the SEC,
except as disclosed herein.

Anthony Miller is a Partner and Chief Operating Officer of
Vistria. Previously, Mr.Miller served as Deputy Secretary and
Chief Operating Officer at the U.S. Department of Education (the
Department). Mr.Miller led the Departments daily operations and
oversaw reform efforts including Race to the Top, Investing in
Innovation and School Turnaround. Prior to joining the
Department, Mr.Miller was a Director with Silver Lake Partners,
Executive Vice President of operations at LRN Corp. and a partner
with McKinsey Company. Mr.Miller holds a B.S. from Purdue
University and an M.B.A. from the Stanford University Graduate
School of Business.

Laurence Berg is a Senior Partner at Apollo having joined in
1992. Prior to that time, Mr. Berg was a member of the Mergers
Acquisitions Group at Drexel Burnham Lambert Incorporated. Mr.
Berg serves on the board of directors of Maxim Crane Works and
Jacuzzi Brands, and is Chairman of the board of McGraw-Hill
Education, Inc. He is also Chairman of the board of Crisis Text
Line. Mr. Berg received his MBA from the Harvard Business School
and graduated magna cum laude with a BS in Economics from the
University of Pennsylvanias Wharton School of Business.

Antoine Munfakh is a Partner at Apollo having joined in 2008.
Prior to that time, Mr.Munfakh served as an Associate at Court
Square Capital Partners, where he focused on investments in the
Business Industrial Services sectors. Prior thereto, he was a
member of the Financial Sponsor Investment Banking group at JP
Morgan. Mr.Munfakh serves on the board of directors of Maxim
Crane Works, CH2M Hill Companies, McGraw-Hill Education, Inc.,
and Claires Stores. Mr.Munfakh graduated summa cum laude and Phi
Beta Kappa from Duke University with a BS in Economics.

Harreld N. Kirkpatrick III is Co-Chief Executive Officer at
Vistria. Mr. Kirkpatrick serves as a Trustee of Rush University
Medical Center and Northwestern University. He previously served
as Partner and Co-Founder of One Equity Partners and Water Street
Healthcare Partners. Mr. Kirkpatrick received a Bachelor of Arts
Degree in History from Northwestern University and an MBA from
Northwesterns Kellogg School of Management.

Gregory Cappelli has served as the Companys Chief Executive
Officer since August 2012 and as Co-Chief Executive Officer since
April 2009. He has also served as a member of the Board of the
Company since June 2007. Before joining Company, Mr.Cappelli
spent over a decade as a Senior Research Analyst for Credit
Suisse, where he founded the Global Services Group and served as
a Managing Director of the company. Before joining Credit Suisse,
Mr.Cappelli was Vice President and Senior Research Analyst at ABN
AMRO. Mr.Cappelli serves on the Board of Governors of the Boys
and Girls Clubs of America, Board of Trustees for Dominican
University, and the Board of the Committee for Economic
Development. He holds his Bachelor of Arts in Economics from
Indiana University and a Masters of Business Administration from
the Brennan School of Business at Dominican University.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

Departure of Directors

The information in connection with the removal and election of
directors set forth under Item5.01 of this Current Report on Form
8-K is hereby incorporated by reference into this Item5.02.

Resignation of Officers

Effective upon the consummation of the Merger, Peter Sperling
resigned from his role as Chair of the Board and Terri Bishop
resigned from her role as Vice Chair of the Board. The remainder
of the incumbent officers of the Company immediately prior to the
effectiveness of the Merger continued as officers of the Company.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

At the effective time of the Merger, the Companys articles of
incorporation and by-laws were amended and restated in their
entirety. Copies of the Second Amended and Restated Articles of
Incorporation of the Company and the Second Amended and Restated
Bylaws of the Company are filed as Exhibits 3.1 and 3.2 to this
Current Report on Form 8-K, respectively, and are incorporated by
reference into this Item5.03.

Item8.01. Other Events.

On the Closing Date, the Company issued a press release
announcing the closing of the Merger. A copy of the press release
is furnished as Exhibit 99.1 hereto. Such press release shall not
be deemed filed for purposes of Section18 of the Exchange Act, or
otherwise subject to the liabilities of that section. The
information in this Item8.01, including Exhibit 99.1, shall not
be deemed incorporated by reference in any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such a filing.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1 Agreement and Plan of Merger, dated as of February 7, 2016,
by and among Apollo Education Group, Inc., AP VIII Queso
Holdings, L.P. and Socrates Merger Sub, Inc. (incorporated
herein by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed by the Company on February 8, 2016)
2.2 Amendment No. 1 to the Merger Agreement, dated as of May 1,
2016, by and among Apollo Education Group, Inc., AP VIII
Queso Holdings, L.P. and Socrates Merger Sub, Inc.
(incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by the Company on May 2,
2016)
2.3 Amendment No. 2 to the Merger Agreement, dated as of June17,
2016, by

Exhibit No.

Description

and among Apollo Education Group, Inc., AP VIII Queso
Holdings, L.P. and Socrates Merger Sub, Inc. (incorporated
herein by reference to Exhibit 2.2 to the Quarterly Report on
Form 10-Q filed by the Company on July8, 2016)
2.4 Amendment No. 3 to the Merger Agreement, dated as of
September 29, 2016, by and among Apollo Education Group,
Inc., AP VIII Queso Holdings, L.P. and Socrates Merger Sub,
Inc. (incorporated herein by reference to Exhibit 2.11 to the
Annual Report on Form 10-K filed by the Company on October
20, 2016)
3.1 Second Amended and Restated Articles of Incorporation of the
Company
3.2 Second Amended and Restated By-Laws of the Company
99.1 Press Release of the Company dated February 1, 2017


About Apollo Education Group, Inc. (NASDAQ:APOL)

Apollo Education Group, Inc. is an education provider. The Company offers undergraduate, graduate, certificate and no degree educational programs and services, online and on-campus, to working adults in the United States and abroad through University of Phoenix, Apollo Global and Others. Its segments include University of Phoenix, Apollo Global and Others. The University of Phoenix is a private university. The Apollo Global segment includes BPP Holdings Limited (BPP), Open Colleges Australia Pty Ltd (Open Colleges), Career Partner GmbH, Universidad Latinoamericana (ULA), Faculdade da Educacional da Lapa (FAEL), Apollo Global Chile S.A. (Apollo Global Chile), Milpark Education (Pty) Ltd. (Milpark Education) and India Education Services Private Ltd (India Education Services). The Others segment includes The College for Financial Planning Institutes Corporation (College for Financial Planning); Western International University, Inc.; TIY Academy, LLC, and Apollo Professional Development.

Apollo Education Group, Inc. (NASDAQ:APOL) Recent Trading Information

Apollo Education Group, Inc. (NASDAQ:APOL) closed its last trading session up +0.01 at 9.99 with 738,282 shares trading hands.

An ad to help with our costs