Phoenix Education Partners (PXED) Registration Filing summary

Management team and governance

• Board structure allows Apollo and Vistria to nominate directors based on ownership, with Apollo entitled to a majority if it holds over 50% of voting power.

• Board is divided into three classes with staggered three-year terms; vacancies for Apollo or Vistria nominees are filled by those investors.

• Key executive officers include President/CEO, CFO, COO, and other senior leaders, with detailed biographies and compensation arrangements disclosed.

• Executive compensation includes base salary, annual and long-term incentives, and participation in equity plans, with severance and change-in-control protections.

• Board committees include audit, compensation, nominating/governance, and student outcome advisory, with committee membership rights for Apollo and Vistria nominees.

Offering details and pricing

• IPO is a secondary offering by selling stockholders; company will not receive proceeds.

• Shares to be listed on NYSE under the symbol PXED; underwriters include Morgan Stanley, Goldman Sachs, Apollo Global Securities, BMO Capital Markets, and Jefferies.

• Apollo will remain a controlling stockholder post-IPO, with controlled company exemptions from certain NYSE governance requirements.

• Anticipated quarterly cash dividend post-IPO, subject to board discretion and financial condition.

• Lock-up agreements restrict sales by insiders and major holders for 180 days post-IPO.

Underwriters and syndicate

• Lead underwriters: Morgan Stanley, Goldman Sachs, Apollo Global Securities, BMO Capital Markets, Jefferies.

• Apollo Global Securities, an affiliate of the controlling stockholder, is an underwriter, creating a FINRA Rule 5121 conflict of interest.

• Underwriters have a 30-day option to purchase additional shares to cover over-allotments.