Item 1.01 Entry into a Material Definitive Agreement.

Sale of Mander Portman Woodward Limited.

On July 16, 2012, Apollo Group, Inc., its majority owned subsidiary, Apollo Global, Inc., and Apollo Global's wholly-owned subsidiary, BPP Holdings Limited entered into a Share Purchase Agreement with MPW Holdco Limited, an affiliate of Levine Leichtman Capital Partners, Inc., pursuant to which BPP Holdings sold all of the outstanding shares of its subsidiary, Mander Portman Woodward Limited, to MPW Holdco for £54.8 million ($85.3 million). Mander Portman Woodward is a United Kingdom-based secondary education institution. Mander Portman Woodward contributed approximately $0.03 per diluted share to the Company's fiscal year 2011 financial results. The sale reflects Apollo Group's strategy to focus on the post-secondary education market.

Mander Portman Woodward financial results are not material to Apollo Group's consolidated financial position or results of operations and therefore this sale is not expected to have a significant accretive or dilutive impact on its financial results. Apollo Group expects to recognize a gain on the sale of approximately $25 million, net of transaction costs, during its fourth quarter of 2012.

The Share Purchase Agreement contains customary representations, warranties, indemnities and restrictive covenants for a transaction of this type. The transaction was consummated upon the signing of the Agreement.

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