Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.82M
2: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, HTML 45K Liquidation or Succession
3: EX-10.55 Material Contract HTML 27K
4: EX-21 Subsidiaries List HTML 62K
5: EX-23.1 Consent of Experts or Counsel HTML 24K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
16: R1 Document and Entity Information HTML 56K
17: R2 Consolidated Balance Sheets HTML 146K
18: R3 Consolidated Balance Sheets (Parentheticals) HTML 40K
19: R4 Consolidated Statements of Operations HTML 115K
20: R5 Consolidated Statements of Comprehensive (Loss) HTML 45K
Income
21: R6 Consolidated Statements of Changes in HTML 123K
Shareholders' Equity and Redeemable Noncontrolling
Interests
22: R7 Consolidated Statements of Cash Flows HTML 144K
23: R8 Nature of Operations and Significant Accounting HTML 131K
Policies
24: R9 Restructuring and Impairment Charges HTML 134K
25: R10 Discontinued Operations HTML 67K
26: R11 Acquisitions HTML 92K
27: R12 Financial Instruments HTML 119K
28: R13 Accounts Receivable, Net HTML 53K
29: R14 Property and Equipment, Net HTML 57K
30: R15 Goodwill and Intangibles HTML 176K
31: R16 Fair Value Measurements HTML 75K
32: R17 Accrued and Other Liabilities HTML 52K
33: R18 Debt HTML 55K
34: R19 Income Taxes HTML 141K
35: R20 Shareholders' Equity and Redeemable Noncontrolling HTML 83K
Interests
36: R21 Earnings Per Share HTML 56K
37: R22 Stock and Savings Plans HTML 186K
38: R23 Commitments and Contingencies HTML 99K
39: R24 Regulatory Matters HTML 79K
40: R25 Segment Reporting HTML 142K
41: R26 Quarterly Results of Operations (Unaudited) HTML 132K
42: R27 Nature of Operations and Significant Accounting HTML 206K
Policies (Policies)
43: R28 Nature of Operations and Significant Accounting HTML 41K
Policies (Tables)
44: R29 Restructuring and Impairment Charges (Tables) HTML 127K
45: R30 Discontinued Operations (Tables) HTML 64K
46: R31 Acquisitions (Tables) HTML 174K
47: R32 Financial Instruments (Tables) HTML 117K
48: R33 Accounts Receivable, Net (Tables) HTML 51K
49: R34 Property and Equipment, Net (Tables) HTML 53K
50: R35 Goodwill and Intangibles (Tables) HTML 167K
51: R36 Fair Value Measurements (Tables) HTML 73K
52: R37 Accrued and Other Liabilities (Tables) HTML 53K
53: R38 Debt (Tables) HTML 49K
54: R39 Income Taxes (Tables) HTML 143K
55: R40 Shareholders' Equity and Redeemable Noncontrolling HTML 76K
Interests (Tables)
56: R41 Earnings Per Share (Tables) HTML 54K
57: R42 Stock and Savings Plans (Tables) HTML 180K
58: R43 Commitments and Contingencies (Tables) HTML 62K
59: R44 Regulatory Matters (Tables) HTML 30K
60: R45 Segment Reporting (Tables) HTML 138K
61: R46 Quarterly Results of Operations (Unaudited) HTML 128K
(Tables)
62: R47 Nature of Operations and Significant Accounting HTML 73K
Policies (Details)
63: R48 Nature of Operations and Significant Accounting HTML 28K
Policies (Details 2)
64: R49 Nature of Operations and Significant Accounting HTML 29K
Policies (Details 3)
65: R50 Nature of Operations and Significant Accounting HTML 31K
Policies (Details 4)
66: R51 Restructuring and Impairment Charges (Details) HTML 145K
67: R52 Discontinued Operations (Details) HTML 102K
68: R53 Acquisitions (Details) HTML 180K
69: R54 Financial Instruments (Details) HTML 77K
70: R55 Accounts Receivable, Net (Details) HTML 45K
71: R56 Property and Equipment, Net (Details) HTML 70K
72: R57 Goodwill and Intangibles (Details) HTML 104K
73: R58 Goodwill and Intangibles (Details 2) HTML 59K
74: R59 Fair Value Measurements (Details) HTML 89K
75: R60 Accrued and Other Liabilities (Details) HTML 68K
76: R61 Debt (Details) HTML 84K
77: R62 Income Taxes (Details) HTML 186K
78: R63 Shareholders' Equity and Redeemable Noncontrolling HTML 66K
Interests (Details)
79: R64 Shareholders' Equity and Redeemable Noncontrolling HTML 39K
Interests (Details 2)
80: R65 Shareholders' Equity and Redeemable Noncontrolling HTML 35K
Interests (Details 3)
81: R66 Earnings Per Share (Details) HTML 62K
82: R67 Stock and Savings Plans (Details) HTML 73K
83: R68 Stock and Savings Plans (Details 2) HTML 168K
84: R69 Stock and Savings Plans (Details 3) HTML 42K
85: R70 Commitments and Contingencies (Details) HTML 98K
86: R71 Regulatory Matters (Details) HTML 58K
87: R72 Segment Reporting (Details) HTML 88K
88: R73 Segment Reporting (Details 2) HTML 48K
89: R74 Quarterly Results of Operations (Unaudited) HTML 88K
(Details)
91: XML IDEA XML File -- Filing Summary XML 161K
90: EXCEL IDEA Workbook of Financial Reports XLSX 149K
10: EX-101.INS XBRL Instance -- apol-20160831 XML 5.32M
12: EX-101.CAL XBRL Calculations -- apol-20160831_cal XML 355K
13: EX-101.DEF XBRL Definitions -- apol-20160831_def XML 923K
14: EX-101.LAB XBRL Labels -- apol-20160831_lab XML 2.39M
15: EX-101.PRE XBRL Presentations -- apol-20160831_pre XML 1.39M
11: EX-101.SCH XBRL Schema -- apol-20160831 XSD 208K
92: ZIP XBRL Zipped Folder -- 0000929887-16-000225-xbrl Zip 429K
‘EX-2.11’ — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
This AMENDMENT NO. 3 (this “Amendment No. 3”), dated as of September 29, 2016, to the Agreement and Plan of Merger, dated as of February
7, 2016 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 1, 2016 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of June 17, 2016, the “Merger Agreement”), by and among Apollo Education Group, Inc., an Arizona corporation (the “Company”), AP VIII Queso Holdings, L.P., a Delaware limited partnership (“Parent”), and Socrates Merger Sub, Inc., an Arizona corporation and wholly owned subsidiary of Parent (“Merger Sub”) is made and entered into by and among Parent,
Merger Sub and the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
WHEREAS, Section 9.2 of the Merger Agreement provides that at any time prior to the Effective Time, the parties thereto may modify, supplement or amend the Merger Agreement, by a written agreement authorized by the board of directors
and executed and delivered by duly authorized officers of the respective parties;
WHEREAS, each of Parent, Merger Sub and the Company desires to amend certain terms of the Merger Agreement as set forth this Amendment No. 3 and to make certain representations, warranties, covenants and agreements in connection with this Amendment No. 3; and
WHEREAS, the respective boards of directors or other governing body of each of Parent, Merger Sub and the Company and the holders of Class A Shares and Class B Shares have approved the Merger on the terms and subject to the conditions set forth in the Merger Agreement and have approved
and declared advisable the Merger Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:
1. Employee Benefits. The penultimate sentence of Section 6.10(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
“Parent agrees that, during the period commencing at the Effective Time and ending on the six (6) month anniversary of the Effective Time, Parent shall provide, or shall cause to
be provided, to each Continuing Employee, severance benefits that are no less favorable
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than the severance benefits provided by the Company and its Subsidiaries immediately prior to the Effective Time.”
2. Interpretation; Construction. Subsection (d) of Section 9.13 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
“(d) Each reference to “herein”, “hereof,”“hereunder,”“hereby,” and “this Agreement” shall, from and after the date of Amendment No. 3, refer to the Merger Agreement, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 1, 2016, Amendment No. 2 to the Agreement and Plan of Merger, dated as of June 17, 2016 and Amendment No. 3 to the Agreement and Plan of Merger, dated as of September 29, 2016. Each reference herein to “the date of this Amendment” shall refer to May 1, 2016, each reference to
the “date of this Amendment No. 2” shall refer to June 17, 2016, each reference to the “date of this Amendment No. 3” shall refer to September 29, 2016 and each reference to the “date of this Agreement”, the “date hereof”, “concurrently with the execution and delivery of this Agreement” and similar references shall refer to February 7, 2016.”
3. Representations and Warranties.
(a) Company. The Company hereby represents and warrants
to Parent and Merger Sub that (i) the Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Amendment No. 3 and perform its obligations under this Amendment No. 3 and (ii) this Amendment No. 3 has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Amendment No. 3 by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b) Parent and Merger
Sub. Parent and Merger Sub each hereby represent and warrant to the Company that (i) each of Parent and Merger Sub has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Amendment No. 3 and (ii) this Amendment No. 3 has been duly executed and delivered by each of Parent and Merger Sub and, assuming due execution and delivery of this Amendment No. 3 by the Company, constitutes a legal, valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its term, subject to the Bankruptcy and Equity Exception.
4. Confirmation
of Merger Agreement. Other than as expressly modified pursuant to this Amendment No. 3, all of the terms, covenants and other provisions of the Merger Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
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5. Counterparts. This Amendment No. 3 may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.
6. Miscellaneous. The provisions of Article IX
of the Merger Agreement shall apply mutatis mutandis to this Amendment No. 3, and to the Merger Agreement as modified by this Amendment No. 3, taken together as a single agreement, reflecting the terms therein as modified by this Amendment No. 3.
[Signature page follows]
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IN WITNESS WHEREOF, this Amendment No. 3 has been duly
executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.