Apollo Education Group, Inc. (NASDAQ: APOL) to Be Taken Private in $1.1 Billion Transaction
Cash offer of $9.50 per share

  • All equity transaction supported by well-capitalized consortium
  • Will continue to invest in strategic transformation, enhancing student outcomes and career relevant education for working adults

PHOENIX & NEW YORK–(BUSINESS WIRE)–Feb. 8, 2016– Apollo Education Group, Inc. (NASDAQ: APOL) today announced it has entered into a definitive agreement to be acquired by a consortium of investors including The Vistria Group, LLC, funds affiliated with Apollo Global Management, LLC (NYSE: APO), and Najafi Companies for $9.50 per share in cash for both Class A and B shares. The purchase price represents a premium of 30 percent over Apollo Education Group’s 30-day volume weighted average stock price for the period ended Feb. 5, 2016, and a 44 percent premium over the closing price onJan. 8, 2016, immediately prior to the announcement that the Board of Directors was pursuing strategic alternatives. Tony Miller, Chief Operating Officer and Partner of The Vistria Group and former Deputy Secretary of the U.S. Department of Education, will become Chairman of the Apollo Education Group Board upon transaction close.

“The Apollo Education Group Board of Directors reviewed strategic alternatives and believes this transaction is in the best interest of all shareholders and strongly supports our transformation efforts,” said Greg Cappelli, Chief Executive Officer ofApollo Education Group. “This new structure will allow Apollo Education Group the flexibility and runway it needs to complete the transformational plan at University of Phoenix, which will enable us to serve our students more effectively during a period of unprecedented volatility within our industry. We will also continue to expand our international operations and remain committed to driving principles of operating excellence.”

“We are excited by the opportunity to build on the transformational work being done by the company,” said Miller. “For too long and too often, the private education industry has been characterized by inadequate student outcomes, overly aggressive marketing practices, and poor compliance. This doesn’t need to be the case. We are committed to accelerating and enhancing efforts to establish University of Phoenix as the leading provider of quality higher education for working adults and to continue supporting the organization’s commitment to operating in a manner consistent with the highest ethical standards.”

Miller was the Deputy Secretary and Chief Operating Officer at the U.S. Department of Education from 2009 to 2013. Miller oversaw day-to-day operations for a broad range of management, policy and program functions, spanning early childhood through post-secondary education. In addition to his operational responsibilities, Miller represented the U.S. Government at education and workforce development international forums and led the Department’s missions to China, Korea, Japan,Singapore, Indonesia, Australia, New Zealand, Ecuador, Brazil and Russia.

Upon completion of the transaction, Apollo Education Group will be privately held and its affiliated institutions will remain subject to the same U.S. and international regulations and accreditation standards.

The agreement was approved by Apollo Education Group’s Board of Directors. The transaction is subject to financial, operational and customary closing conditions. It is also subject to regulatory conditions, including the expiration or termination of the applicable waiting period under the Hart?Scott?Rodino Antitrust Improvements Act, and approvals, including by the U.S. Department of Education, the Higher Learning Commission and state regulatory and programmatic accreditation bodies. In addition, it is subject to approval by a majority of Apollo Education Group Class A and B stockholders, voting as separate classes. Each of Apollo Education Group’s Class B stockholders has entered into an agreement to vote in favor of the transaction. The acquisition is expected to be completed by Apollo Education Group’s fiscal year-end, in August 2016. Apollo Education Group and Apollo Global Management are unaffiliated entities.

Barclays, Credit Suisse and Evercore are acting as financial advisors, and Sullivan & Cromwell LLP as legal advisor to Apollo Education Group. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the consortium of investors.

About Apollo Education Group, Inc.

Apollo Education Group, Inc. is one of the world’s largest private education providers, serving students since 1973. Through its subsidiaries, Apollo Education Group offers undergraduate, graduate, professional development and other non-degree educational programs and services, online and on-campus principally to working learners. Its educational programs and services are offered throughout the United States and in Europe, Australia, Latin America, Africa and Asia, as well as online throughout the world. For more information about Apollo Education Group, Inc. and its subsidiaries, call (800) 990-APOL or visit the Company’s website at www.apollo.edu.

About The Vistria Group

The Vistria Group is a Chicago, IL based private investment firm focused on investing in middle market companies in the healthcare, education, and financial services sectors. Vistria’s team is comprised of highly experienced operating partners and private equity executives with proven track records of working with management teams in building innovative market leading companies.

About Apollo Global Management

Apollo Global Management is a leading global alternative investment manager with offices in New York, Los Angeles,Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong andShanghai. Apollo Global Management had assets under management of approximately $170 billion as of December 31, 2015in private equity, credit and real estate funds invested across a core group of nine industries where Apollo Global Management has considerable knowledge and resources. Apollo Global Management has significant experience investing in the education sector with current and former private equity fund investments in leading companies including McGraw Hill Education, Connections Academy and Sylvan Learning Centers. The portfolio companies owned by funds managed by affiliates of Apollo Global Management are managed and operate independently from one another. For more information about Apollo, please visit www.agm.com.

About Najafi Companies

Najafi Companies is an international private investment firm based in Phoenix, Arizona, targeting education, media, consumer products, internet services, and direct marketing sectors. The firm makes highly selective investments in companies with strong management teams across a variety of industries, often in areas undergoing rapid transformation. Najafi Companiesfunds its investments with internally generated capital, not through a fund. The firm is able to move quickly and decisively when investing and make investments that create maximum value for the long term.

 

Apollo Education Group