|APOLLO EDUCATION GROUP INC filed this Form 8-K on 12/21/2016|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 21, 2016
Apollo Education Group, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (480) 966-5394
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:
Section 8 Other Events
Item 8.01 Other Events.
U.S. Department of Education Supplemental Preacquisition Review Application Response
On December 20, 2016, the U.S. Department of Education (the Department) provided a supplemental response (the Supplemental DOE Preacquisition Response) to the preacquisition review application filed by University of Phoenix and Western International University in connection with our pending merger (Merger) with AP VIII Queso Holdings, L.P., a Delaware limited partnership (Queso), as further described in our filings with the U.S. Securities and Exchange Commission set forth below. The Supplemental DOE Preacquisition Response modifies and supplements certain portions of the initial response dated December 7, 2016 (the Initial DOE Preacquisition Response), which is described in and furnished as an exhibit to our Form 8-K filed on December 8, 2016. A copy of the Supplemental DOE Preacquisition Response is furnished as Exhibit 99.1 to this Form 8-K.
The preacquisition review application was filed in accordance with Department procedures pursuant to which the Department provides information about conditions the Department intends to impose in connection with the continued participation in federal Title IV student financial aid programs by an applicant following a change in ownership. Consummation of the Merger is subject to the absence of certain conditions or restrictions in the Departments response, including among other conditions, the absence of any requirement to post a letter of credit in excess of 10% of the amount of Title IV program funds received by University of Phoenix during fiscal year 2016 or any limitation (other than certain excluded limitations) which reasonably would be expected to materially impair the operation of the Universitys business in the manner in which it is currently conducted, unless these burdensome conditions are imposed solely because of certain deficiencies associated with Queso and its affiliates.
In the Supplemental DOE Preacquisition Response, the Department modified the letter of credit conditions to the continued participation of University of Phoenix and Western International University in Title IV programs following consummation of the Merger. As modified, within ten days after the Merger, Queso would be required to post letters of credit with the Department in the aggregate amount of $154.3 million and establish cash escrow accounts in the aggregate amount of $231.4 million which are accessible only by the Department on the same conditions as a draw on the letters of credit, which amounts represent the Departments calculation of 10% and 15%, respectively, of the aggregate Title IV program receipts of University of Phoenix and Western International University in fiscal year 2016. In addition, Queso must demonstrate that immediately following the Merger, it has $200 million of cash on its balance sheet.
The Supplemental DOE Preacquisition Response also clarified the manner in which enrollment, retention and graduation rates will be calculated for purposes of measuring compliance with certain conditions specified in the Initial DOE Preacquisition Response.
We have been informed by Queso that it acknowledges and accepts the mandatory requirements stipulated in the Initial DOE Preacquisition Response, as amended and clarified by the Supplemental DOE Preacquisition Response.
In addition to the conditions associated with the preacquisition review response, the Merger is subject to the approval by the Higher Learning Commission (HLC), the principal accreditor of University of Phoenix and our other domestically accredited institutions, of the change of control applications filed by University of Phoenix, Western International University and The College for Financial Planning Institutes Corporation. HLC previously informed us that the HLC Board of Trustees had voted to defer action on the change of control applications until such time as the Department of Education provided us and HLC with a written response to the pre-acquisition review applications filed by University of Phoenix and Western International University, and a substantive response to any requirements has been filed. We have submitted to HLC all of the requested information, including Quesos written acceptance of the mandatory requirements stipulated in the Initial DOE Preacquisition Response, as amended and clarified by the Supplemental DOE Preacquisition Response, and we anticipate that HLC will take action on our change of control applications in due course. However, we cannot predict or control the timing or outcome of HLCs review of our applications.
Subject to the satisfaction of all closing conditions, we expect to consummate the Merger by February 1, 2017, the date on which the agreement governing the Merger becomes terminable by either party. However, there can be no assurance that all closing conditions will be satisfied in a timely manner or at all, or that the Merger will be consummated.
For additional information about the Merger and the related Merger Agreement, see the following filings we have made with the Securities and Exchange Commission:
The information in Item 8.01 of this Form 8-K shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
The following exhibit is furnished herewith:
December 20, 2016
Mr. Greg Ferenbach
Dear Mr. Ferenbach:
This letter modifies or supplements the letter that I sent to Presidents Lorenz and Slottow on December 7, 2016 entitled Preacquisition Review of the Proposed Change in Ownership. I will note where I am modifying the letter, in which case the terms of this letter take precedence, and where I am supplementing the letter, in which case the terms of the original letter take precedence.
Letter of Credit for TPPPAs: The Letter of Credit Provision on page 3, which is part of Section 1.A. of the Letter, is modified to read as follows:
Letter of Credit, Cash Balance, and Funding of Escrow Account. In addition to the materially complete application, no later than 5:00 p.m. (Eastern) on the day that is 10 days after the CIO:
University of Phoenix (OPE-ID: 02098800)
Western International University (OPE-ID: 02171500)
Page 2 of 2
The Department will require Queso to maintain the LOCs and the escrow accounts reference in (i) and (ii) above for the entirety of the period of the TPPPAs, and if the Department and the Institutions enter into Provisional Program Participation Agreements (PPPAs), Queso will be required to maintain the LOCs and the escrow accounts (in such amount as determined by the Department) for the entirety of the period of participation under the PPPAs.
Letter of Credit Provision for PPPAs: The Letter of Credit Provision on page 5, which is Section 2.A. of the Letter, is modified to read as follows:
Measure of Enrollment Levels: The Restrictions on New Programs/Locations/Enrollment Provision on page 5 is supplemented by adding a final sentence to the second bullet in Section 2.B. as follows:
Measurement of Retention/Graduation Rates: The Retention/Graduation Rates Provision on page 8 is modified so that the first bullet in Section 2.1. reads as follows: