APOL Apollo Education Grp., Inc.

Item 8.01 Other Events.

Higher Learning Commission Approval of Change of Control Applications

On January 23, 2017, the Higher Learning Commission (“HLC”), the principal accreditor of University of Phoenix and our other domestically accredited institutions, notified us that it had approved the change of control applications filed by our HLC accredited institutions in connection with our pending merger (“Merger”) with AP VIII Queso Holdings, L.P., a Delaware limited partnership (“Queso”), as further described in our filings with the U.S. Securities and Exchange Commission set forth below. The approval is subject to various conditions relating to subsequent reviews, reporting obligations and procedures for new program approvals, which have been accepted by us and Queso.

With the receipt of this approval, we have obtained all educational regulatory approvals required as conditions to the Merger under the Merger Agreement. Subject to the satisfaction of all other closing conditions set forth in the Merger Agreement, we expect to consummate the Merger on February 1, 2017. However, there can be no assurance that all closing conditions will be satisfied in a timely manner or at all, or that the Merger will be consummated.

For additional information about the Merger and the related Merger Agreement, see the following filings we have made with the Securities and Exchange Commission:

The information in Item 8.01 of this Form 8-K 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.