Check the appropriate box below
if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Item 1.01
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Entry into a Material Definitive Agreement.
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On May 1, 2016, Apollo
Education Group, Inc., an Arizona Corporation (the
Company
) entered into Amendment No. 1 to the Agreement and Plan of Merger dated as of May 1, 2016 (
Amendment No. 1
). Amendment No. 1 amends
the Agreement and Plan of Merger (the
Merger Agreement
), dated as of February 7, 2016, by and among the Company, AP VIII Queso Holdings, L.P., a Delaware limited partnership (
Parent
), and Socrates Merger
Sub, Inc., an Arizona corporation and wholly owned subsidiary of Parent (
Merger Sub
) providing for the merger of Merger Sub with and into the Company (the Merger). Amendment No. 1 increases the consideration to be
paid to the holders of Class A and Class B common stock for their shares of Class A and Class B common stock, if the merger is completed, to $10.00 per share in cash, without interest, less any applicable withholding taxes, from $9.50 per
share in cash, without interest, less any applicable withholding taxes.
The foregoing description of the Amendment No. 1 may not
contain all of the information that is important to you and is qualified in its entirety by reference to the full text of Amendment No. 1, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
On May 1, 2016, the Company issued a press release titled
Apollo Education Group Receives Revised $1.14 Billion Offer from Consortium of Investors announcing the entry into Amendment No. 1 and providing information regarding the Merger. The press release is filed as Exhibit 99.1 hereto and
is incorporated herein by reference.
On March 25, 2016, plaintiff Mara Simkhovich, a Company shareholder, filed a putative class
action complaint in the Superior Court of the State of Arizona, Maricopa County, on behalf of a class of Company shareholders, captioned
Simkhovich
v.
Apollo Education Group, Inc.
, Case No. CV2016-002339, (the
Simkhovich
Action
), challenging the merger and naming as defendants: (i) the Company; (ii) Parent; (iii) Apollo Global Management, LLC; (iv) The Vistria Group, LP; (v) Najafi Companies, LLC; (vi) Apollo Investment Fund
VIII, L.P.; (vii) Barclays Capital Inc.; and (viii) the Companys board of directors.
On March 28, 2016, plaintiff
John F. Miglio filed an amended complaint, which added as defendants (i) the Apollo Class B Voting Stock Trust No. 1; and (ii) Evercore Group L.L.C., (collectively, together with the Company, Parent, Apollo Global Management, The
Vistria Group, LLC, Najafi Companies, Apollo Investment Fund VIII, L.P., Barclays Capital Inc. and the Companys board of directors, the
Defendants
).
Additionally, three other actions were filed and subsequently dismissed in:
Miglio
v.
Apollo Education Group, Inc.
, Case No.
CV2016-051829;
Blanchfield
v.
Apollo Education Group, Inc.
, Case No. CV2016-0011738; and
Simkhovich
v.
Apollo Education Group, Inc.
, CV2016-003939.
On April 12, 2016, the Superior Court of the State of Arizona, Maricopa County consolidated the Simkhovich Action, and four other cases
previously described in the Definitive Proxy Statement the Company filed on Schedule 14A with the Securities and Exchange Commission on March 23, 2016 (
Miglio
v.
Apollo Education Group, Inc.
,
et al.
, Case No.
CV2016-003718,
Ladouceur
v.
Apollo Education Group, Inc., et al.
Case No. CV 2016-002148,
Wagner
v.
Apollo Education Group, Inc.
,
et al.
Case No. CV 2016-001905 and
Casey
v.
Apollo Education Group, Inc.,
et al.
, Case No. CV2016-051605) into a consolidated action captioned
In re Apollo Education Group, Inc. Shareholder Litigation
, Lead Case No. CV2016-001905 (the
Consolidated Action
). The Superior Court of the State of
Arizona, Maricopa County also appointed Faruqi & Faruqi, LLP and Berman DeValerio as Lead Counsel; designated DeConcini McDonald Yetwin & Lacey, P.C. and Bonnett Fairbourn Friedman & Balint, P.C. as Liaison Counsel; and
designated Brodsky & Smith, LLC, Wolf Popper LLP, Levi & Korinsky LLP and Profy Promisloff & Ciarlanto, P.C. as plaintiffs Executive Committee.
On May 1, 2016, the Company reached an agreement with the plaintiffs in the Consolidated Action providing for the settlement of the
Consolidated Action.
Item 9.01
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Financial Statement and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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2.1
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Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 1, 2016.
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99.1
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Press release dated May 1, 2016, titled Apollo Education Group Receives Revised $1.14 Billion Offer from Consortium of Investors
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Apollo Education Group, Inc.
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By:
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/s/ Gregory J. Iverson
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Gregory J. Iverson
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Chief Financial Officer
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Date: May 2, 2016
Exhibit Index
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Exhibit No.
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Description
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2.1
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Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 1, 2016.
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99.1
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Press release dated May 1, 2016, titled Apollo Education Group Receives Revised $1.14 Billion Offer from Consortium of Investors
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