Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 30, 2009, Apollo UK Acquisition Company Limited ("Acquisition
Company") completed the previously announced proposed acquisition (the
"Acquisition") of the entire issued and to be issued ordinary share capital of
BPP Holdings plc ("BPP"), a company registered in England and Wales, for a cash
purchase price of 620 pence per share. Acquisition Company is a wholly-owned UK
subsidiary of Apollo Global, Inc. ("Apollo Global"), which is a majority-owned
subsidiary of Apollo Group, Inc. ("Apollo Group"). The Acquisition was
previously described in Apollo Group's Current Report on Form 8-K filed with the
U.S. Securities and Exchange Commission ("SEC") on June 8, 2009. In accordance
with the previously announced terms of the Acquisition, Acquisition Company
purchased all of the outstanding shares of BPP at 620 pence per share in cash.
At current exchange rates, the purchase price for BPP, including assumed term
debt and seasonally drawn revolver, as well as transaction related expenses,
less cash acquired, is approximately $607 million. The Acquisition, less net
debt assumed, is being funded by an intercompany loan of approximately
$104 million from Apollo Group to Apollo Global, $375 million in capital
contributions from Apollo Group and $55 million in capital contributions from
Apollo Global's minority shareholder, the Carlyle Group ("Carlyle"). After this
Acquisition and including all previous capital contributions, Apollo Group's
ownership in Apollo Global has increased to approximately 86.1% from the
previous 80.1%.
On July 30, BPP issued a press release announcing that the scheme of
arrangement under Part 26 of the UK Companies Act 2006 for the Acquisition
became effective in accordance with its terms following registration of the
order of the High Court of Justice in England and Wales and the minute of
reduction by the Registrar of Companies. A copy of BPP's press release is
furnished as Exhibit 99.1 to this Form 8-K. On July 30, 2009, Apollo Group
issued a press release announcing the completion of the Acquisition. A copy of
Apollo Group's press release is furnished as Exhibit 99.2 to this Form 8-K.
Some of the matters discussed in this Report (including Exhibits 99.1, 99.2
and any other exhibits) may constitute forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on current
information and expectations and involve a number of risks and uncertainties.
Actual results may differ materially from those projected in such statements due
to various factors. For a discussion of the various factors that may cause
actual results to differ materially from those projected, please refer to the
risk factors and other disclosures contained in Apollo Group's previously filed
Form 10-K, Forms 10-Q, and other filings with the Securities and Exchange
Commission.
The information in Exhibits 99.1, 99.2 and any other exhibits furnished with
this Report 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 any such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item with respect to the
transaction described in Item 2.01 will be filed as soon as practicable, and in
any event within 71 calendar days after the date on which this Current Report on
Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item with respect to the
transaction described in Item 2.01 will be filed as soon as practicable, and in
any event within 71 calendar days after the date on which this Current Report on
Form 8-K is required to be filed.
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(d) Exhibits.
The following exhibits are provided herewith:
Exhibit Number Description
99.1 Text of press release issued by BPP Holdings plc, dated July 30, 2009.
99.2 Text of press release issued by Apollo Group, Inc., dated July 30, 2009.
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