Item 1.01 Entry into a Material Definitive Agreement.
On October 12, 2012, Apollo Group, Inc. entered into a Stock Purchase Agreement
with The Carlyle Group to purchase Carlyle's 14.4% interest in Apollo Global,
Inc., Apollo Group's joint venture with Carlyle. The purchase price for
Carlyle's interest is $42.5 million in cash at closing and a contingent payment
based on the EBITDA of BPP Holdings Ltd., a wholly-owned subsidiary of Apollo
Global, during the period ending August 31, 2017. The transaction was
consummated upon the signing of the Agreement. As a result of the transaction,
Apollo Group owns 100% of Apollo Global and the joint venture has been
terminated.
The Stock Purchase Agreement contains customary representations and warranties.
Item 2.02 Results of Operations and Financial Condition.
On October 16, 2012, Apollo Group, Inc. issued a press release announcing its
financial results for the fiscal year ended August 31, 2012. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The information in Item 2.02 of this Form 8-K and the exhibit furnished herewith
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit No. Description
99.1 Text of press release of Apollo Group, Inc. dated October 16, 2012.