UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

 


 

LAUREATE EDUCATION, INC.

(Name of the Issuer)

 


Laureate Education, Inc.

 


Douglas L. Becker

 

The persons listed on
Schedule I hereto

 

 

(Name of Person(s) Filing Statements)

 

 

 

Common Stock, par value $.01 per share
(Title of Class of Securities)

 

518613104
(CUSIP Number of Class of Securities)

 


 

Robert W. Zentz, Esq.
Senior Vice President and General Counsel
Laureate Education, Inc.
1001 Fleet Street
Baltimore, Maryland 21202
(410) 843-8043
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)

 

Copies to:

 

R.W. Smith, Jr., Esq.
Jason C. Harmon, Esq.
DLA Piper US LLP
6225 Smith Avenue
Baltimore, MD 21209
(410) 580-3000

 

Robert B. Robbins, Esq.
Thomas J. Plotz, Esq.
Pillsbury Winthrop Shaw
Pittman LLP
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000 

 

Jeffrey R. Patt
Katten Muchin
Rosenman LLP
525 West Monroe
Chicago, IL 60661
(312) 902-5200 

 

David J. Sorkin, Esq.
Simpson Thacher &
Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000

 

This statement is filed in connection with (check the appropriate box):

 

x

 

a.

 

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

o

 

b.

 

The filing of a registration statement under the Securities Act of 1933.

o

 

c.

 

A tender offer.

o

 

d.

 

None of the above.

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

 

Check the following box if the filing is a final amendment reporting the results of the transaction: o

 



 


Calculation of Filing Fee

Transaction Valuation*
$3,336,768,985

 

Amount of Filing Fee**
$102,439


 

*

 

Calculated solely for purposes of determining the filing fee. The transaction value was determined based upon the sum of (a) $60.50 per share of 51,881,859 shares of the Company’s Common Stock, (b) $60.50 per share of 166,000 shares of the Company’s Common Stock underlying performance share units and (c) $60.50 minus the weighted average exercise price of $24.369 per share underlying options to purchase 5,200,507 shares of the Company’s Common Stock, all with an exercise price of less than $60.50.

**

 

The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the transaction value by 0.0000307.

x

 

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $102,439
Form or Registration No.:  Schedule 14A
Filing Party:  Laureate Education, Inc.
Date Filed:  March 16, 2007

 

 

 


 


Schedule I

 

R. Christopher Hoehn-Saric

Steven M. Taslitz

Eric D. Becker

Wengen Alberta, Limited Partnership

L Curve Sub Inc.

Bregal Europe Co-Investment L.P.

Citigroup Private Equity LP

KKR 2006 Limited

S.A.C. Capital Management, LLC

Snow, Phipps & Guggenheim, LLC

Sterling Capital Partners II, L.P.

 

 



 

INTRODUCTION

 

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed by (1) Laureate Education, Inc., a Maryland corporation (“Laureate” or the “Company”), the issuer of the Company’s common stock that is subject to the Rule 13e-3 transaction, (2) Douglas L. Becker, an individual and a director and the Chairman of the Board of Directors and Chief Executive Officer of Laureate, (3) R. Christopher Hoehn-Saric, an individual and a director of Laureate, (4) Steven M. Taslitz, an individual, (5) Eric D. Becker, an individual and brother of Douglas L. Becker, who along with Douglas Becker and Messrs. Hoehn-Saric and Taslitz, is a founding member of Sterling Partners, (6) Sterling Capital Partners II, L.P., a Delaware limited partnership, (7) Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Parent”), (8) L Curve Sub Inc., a Maryland corporation and a direct subsidiary of Parent (“Merger Sub”), (9) Bregal Europe Co-Investment L.P., a Scottish limited partnership, (10) Citigroup Private Equity LP, a Delaware limited partnership, (11) KKR 2006 Limited, a Cayman Islands exempted company, (12) S.A.C. Capital Management, LLC, a Delaware limited liability company, and (13) Snow, Phipps & Guggenheim, LLC, a Delaware limited liability company (collectively, the “Filing Persons”).

 

Pursuant to the Agreement and Plan of Merger dated as of January 28, 2007 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub, Merger Sub will merge (the “Merger”) with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation.  Upon completion of the Merger, each share of the Company’s common stock issued and outstanding as of the effective time of the Merger (other than shares of the Company’s common stock owned by Parent immediately prior to the effective time of the Merger, including shares acquired by Parent from Douglas L. Becker, Eric D. Becker, Messrs. Hoehn-Saric and Taslitz and certain trusts affiliated with them) will be converted into the right to receive $60.50 in cash.  Except as otherwise agreed by Parent and a holder of options to acquire shares of the Company’s common stock or of unvested restricted shares, or as otherwise provided in the Merger Agreement, to the extent applicable, outstanding options, unvested restricted shares and performance share units will, as of the effective time of the Merger, be treated as follows:

 

                  all outstanding options to acquire shares of the Company’s common stock will be canceled and, in exchange for such cancellation, each holder will be entitled to receive from the surviving corporation promptly following the effective time of the Merger a cash payment equal to the number of shares of the Company’s common stock underlying the holder’s option or options multiplied by the amount by which $60.50 exceeds the exercise price for each share of the Company’s common stock underlying the option or options, without interest and less any applicable withholding taxes;

 

                  each unvested Company restricted share outstanding immediately prior to the effective time of the Merger will vest and become free of restrictions and will be canceled and converted into the right to receive $60.50, without interest and less any applicable withholding taxes, in the Merger; and

 

                  the performance share units and, to the extent not previously exercised, options to purchase shares of the Company’s common stock held by Mr. Becker, and, to the extent not previously exercised, options to purchase shares of the Company’s common stock held by Mr. Hoehn-Saric, are expected to be canceled in exchange for the surviving corporation establishing a new deferred compensation plan for each of Messrs. Becker and Hoehn-Saric, under which plans these two individuals will have the right to receive cash payments in the future, which plans will have an aggregate initial value of approximately $126.7 million, assuming Messrs. Becker and Hoehn-Saric do not exercise any options to purchase shares of the Company’s common stock prior to the consummation of the merger.

 

 



 

The Merger Agreement provides that, in connection with the consummation of the Merger, specified unvested options to purchase shares of the Company’s common stock and specified unvested Company restricted shares will be canceled without payment therefor and, in lieu of making the payments described above, the surviving corporation will establish a retention bonus award plan, pursuant to which each holder of such canceled option or restricted share will be entitled to receive a cash payment, without interest and less any applicable withholding taxes, equivalent to the amount the holder otherwise would have received for such award promptly following the effective time of the Merger in respect to such canceled options and restricted shares, provided that the holder remains employed by the surviving corporation through the first (or second, for certain employees) anniversary of the effective time of the Merger.

 

Concurrently with the filing of this Transaction Statement, the Company is filing with the Securities and Exchange Commission a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to approve the Merger and the Merger Agreement.  The approval of the Merger and the Merger Agreement requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock outstanding as of the close of business on the record date relating to the special meeting of stockholders.

 

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.  The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement.  All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.

 

The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that Laureate is “controlled” by any other Filing Person or that any Filing Person is an “affiliate” of Laureate within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

 

 

 


 


TABLE OF CONTENTS

 

 

 

 

Page

Item 1.

 

Summary Term Sheet

3

Item 2.

 

Subject Company Information

3

Item 3.

 

Identity and Background of Filing Person(s)

3

Item 4.

 

Terms of the Transaction

4

Item 5.

 

Past Contacts, Transactions, Negotiations and Agreements

5

Item 6.

 

Purposes of the Transaction and Plans or Proposals

5

Item 7.

 

Purposes, Alternatives, Reasons and Effects

6

Item 8.

 

Fairness of the Transaction

7

Item 9.

 

Reports, Opinions, Appraisals and Certain Negotiations

8

Item 10.

 

Source and Amounts of Funds or Other Consideration

9

Item 11.

 

Interest in Securities of the Subject Company

10

Item 12.

 

The Solicitation or Recommendation

10

Item 13.

 

Financial Information

11

Item 14.

 

Persons/Assets, Retained, Employed, Compensated or Used

11

Item 15.

 

Additional Information

12

Item 16.

 

Exhibits

12

SIGNATURES

14

Annex A

18

Exhibit Index

19

 

 

2


 


 

Item 1.  Summary Term Sheet

Regulation M-A Item 1001

 

                The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”

 

Item 2.  Subject Company Information

Regulation M-A Item 1002

 

                (a)           Name and Address.  The Company’s name and the address and telephone number of its principal executive office are as follows:

 

Laureate Education, Inc.
1001 Fleet Street
Baltimore, Maryland  21202
(410) 843-6100

 

                (b)           Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Record Date”

 

                (c)           Trading Market and Price.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Market Price and Dividend Data” is incorporated herein by reference.

 

                (d)           Dividends.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Market Price and Dividend Data” is incorporated herein by reference.

 

                (e)           Prior Public Offerings.  None.

 

                (f)            Prior Stock Purchases.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Prior Stock Purchases” is incorporated herein by reference.

 

Item 3.  Identity and Background of Filing Person(s)

Regulation M-A Item 1003

 

                (a)           Name and Address.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”
Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders

 

                (b)           Business and Background of Entities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”

 

 

3



 

 

“Important Information About Laureate”
Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders

 

                (c)           Business and Background of Natural Persons.  The information set forth in the Proxy Statement as Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders is incorporated herein by reference.

 

Item 4.  Terms of the Transaction

Regulation M-A Item 1004

 

                (a)           Material Terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting”
“Special Factors”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

 

                (c)           Different Terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger and the Merger Agreement — Treatment of Options, Restricted Shares and Performance Share Units”

 

                (d)           Appraisal Rights.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“The Special Meeting — No Dissenters’ Rights”
“The Merger and the Merger Agreement — Merger Consideration”
“No Dissenters’ Rights”

 

                (e)           Provisions for Unaffiliated Security Holders.  Certain members of senior management have, by reason of their position as such, access to certain corporate files of the Company.  There have been no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

 

                (f)            Eligibility for Listing or Trading.  Not applicable.

 

 

4



 

Item 5.  Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A 1005

 

                (a)           Transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors — Certain Relationships Between Parent and Laureate”

 

                (b)           Significant Corporate Events.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

 

                (c)           Negotiations or Contacts.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

 

                (e)           Agreements Involving the Subject Company’s Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting”
“The Voting Agreement”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
Annex B —Voting Agreement

 

                                Citigroup Inc., an affiliate of Citigroup Private Equity LP, and its affiliates are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research), which may in the ordinary course of business include providing financial services to the Company.

 

Item 6.  Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

 

                (b)           Use of Securities Acquired.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Financing of the Merger”

 

 

5



 

“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger and the Merger Agreement — The Merger”
“The Merger and the Merger Agreement — Treatment of Options, Restricted Shares and Performance Share Units”
Annex A — Agreement and Plan of Merger

 

                (c)(1)-(8) Plans.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”

“Special Factors — Delisting and Deregistration of the Company’s Common Stock”
“Special Factors — Financing of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

 

Item 7.  Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

 

                (a)           Purposes.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

 

                (b)           Alternatives.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”

 

                (c)           Reasons.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”

 

6



 

“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

 

                (d)           Effects.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”
“Special Factors — Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

 

Item 8.  Fairness of the Transaction

Regulation M-A 1014

 

                (a)           Fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Position of the Sterling Founders, certain affiliated trusts and SCP II as to Fairness”
“Special Factors — Position of Parent, Merger Sub and the Sponsors as to Fairness”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

 

                (b)           Factors Considered in Determining Fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

 

 

7



 

Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

 

                (c)           Approval of Security Holders.  The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”

“The Special Meeting — Voting Rights; Quorum; Vote Required for Approval”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”

“The Merger and the Merger Agreement”

 

                (d)           Unaffiliated Representative.  An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Position of the Sterling Founders, certain affiliated trusts and SCP II as to Fairness”
“Special Factors — Position of Parent, Merger Sub and the Sponsors as to Fairness”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

 

                (e)           Approval of Directors.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

 

(f)            Other Offers.  None.

 

Item 9.  Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

 

                (a)           Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

 

 

8



 

“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“The Merger and the Merger Agreement — Representations and Warranties”
“Important Information About Laureate — Projected Financial Information”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

 

                (b)           Preparer and Summary of the Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“The Merger and the Merger Agreement — Representations and Warranties”

Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

 

            (c)                Availability of Documents.  The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of shares of the Company’s common stock or representative of the interested holder who has been so designated in writing.

 

Item 10.  Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

 

                (a)           Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

 

(b)           Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — The Merger and the Merger Agreement”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”
“Special Factors — Financing of the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

 

(c)           Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — The Merger and the Merger Agreement”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”

 

 

9



 

“The Merger and the Merger Agreement — Termination Fees”
Annex A — Agreement and Plan of Merger

 

(d)           Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“The Merger and the Merger Agreement — Marketing Period”
“The Merger and the Merger Agreement — Termination Fees”
Annex A — Agreement and Plan of Merger

 

Item 11.  Interest in Securities of the Subject Company

Regulation M-A Item 1008

 

(a)           Securities Ownership.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”

“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Important Information About Laureate — Security Ownership of Certain Beneficial Owners and Management”

 

                (b)           Securities Transactions.  Annex A hereto and the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Important Information About Laureate — Security Ownership of Certain Beneficial Owners and Management”
“Important Information About Laureate — Prior Stock Purchases”

 

Item 12.  The Solicitation or Recommendation

Regulation M-A Item 1012

 

(d)           Intent to Tender or Vote in a Going-Private Transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Voting Rights; Quorum; Vote Required for Approval”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“The Voting Agreement”
Annex B — Voting Agreement

 

 

 

10



 

 

                (e)           Recommendations of Others.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

 

Item 13.  Financial Information

Regulation M-A Item 1010

 

                (a)           Financial Statements.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Important Information About Laureate — Historical Selected Consolidated Financial Data”
“Important Information About Laureate — Ratio of Earnings to Fixed Charges”
“Important Information About Laureate — Book Value Per Share”
“Where You Can Find More Information”

 

                (b)           Pro Forma Information.  Not applicable.

 

Item 14.  Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

 

                (a)           Solicitations or Recommendations.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Solicitation of Proxies”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors — Fees and Expenses of the Merger”

 

                (b)           Employees and Corporate Assets.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

 

 

11



 

Item 15.  Additional Information

Regulation M-A Item 1011

 

                (b)           Other Material Information.  The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

 

Item 16. Exhibits

Regulation M-A Item 1016

 

(a)(1)

 

Letter to Employees of Laureate Education, Inc., dated January 28, 2007, incorporated herein by reference to the Schedule 14A filed by Laureate Education, Inc. with the Securities and Exchange Commission on January 29, 2007

 

 

 

(a)(2)

 

Letter to Stockholders of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Laureate Education, Inc. with the Securities and Exchange Commission on March 16, 2007 (the “Proxy Statement”)

 

 

 

(a)(3)

 

Notice of Special Meeting of Stockholders of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement

 

 

 

(a)(4)

 

Proxy Statement of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement

 

 

 

(b)(1)

 

Debt Commitment Letter, dated as of January 28, 2007, among L Curve Sub Inc. and Goldman Sachs Credit Partners L.P. and Citigroup Global Markets Inc.

 

 

 

(c)(1)

 

Fairness Opinion of Morgan Stanley & Co. Incorporated, dated January 28, 2007, incorporated herein by reference to the Proxy Statement

 

 

 

(c)(2)

 

Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of January 28, 2007, incorporated herein by reference to the Proxy Statement

 

 

 

(c)(3)

 

Presentation of Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated January 28, 2007

 

 

 

(c)(4)

 

Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated January 28, 2007

 

 

 

(d)(1)

 

Agreement and Plan of Merger, dated January 28, 2007, by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership, and L Curve Sub Inc., incorporated herein by reference to the Proxy Statement

 

 

 

(d)(2)

 

Rollover Letter, dated January 28, 2007, between Douglas L. Becker and Wengen Alberta, Limited Partnership

 

 

 

(d)(3)

 

Interim Investors Agreement, dated January 28, 2007, by and among Douglas L. Becker, Wengen Alberta, Limited Partnership and the parties listed on the signature pages thereto

 

 

 

(d)(4)

 

Voting Agreement, dated January 28, 2007, by and among Wengen Alberta, Limited Partnership, Douglas Becker, Steven Taslitz, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11, and, solely for purposes of Section 5.2 thereof, Laureate Education, Inc., incorporated herein by reference to the Proxy Statement

 

 

12



 

 

 

 

(d)(5)

 

Rollover Letter, dated January 28, 2007, between The Irrevocable BBHT II IDGT and Wengen Alberta, Limited Partnership

 

 

 

(d)(6)

 

Rollover Letter, dated January 28, 2007, between Irrevocable Grantor Retained Annuity Trust No. 11 and Wengen Alberta, Limited Partnership

 

 

 

(d)(7)

 

Rollover Letter, dated January 28, 2007, between KJT Gift Trust and Wengen Alberta, Limited Partnership

 

 

 

(d)(8)

 

Rollover Letter, dated January 28, 2007, between Steven Taslitz and Wengen Alberta, Limited Partnership

 

 

 

(d)(9)

 

Commitment letter dated March 13, 2007, among R. Christopher Hoehn-Saric, Eric Becker, Jill Becker and Wengen Alberta, Limited Partnership

 

 

 

(e)

 

None

 

 

 

(f)

 

None

 

 

 

(g)

 

None

 

 

 

13



 

SIGNATURES

 

                After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated March 16, 2007

 

 

 

 

LAUREATE EDUCATION, INC.

 

 

 

 

By:

/s/ Rosemarie Mecca

 

 

 

 

Name:

Rosemarie Mecca

 

 

 

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

DOUGLAS L. BECKER

 

 

 

 

/s/ Douglas L. Becker

 

 

 

 

 

 

 

R. CHRISTOPHER HOEHN-SARIC

 

 

 

 

/s/ R. Christopher Hoehn-Saric

 

 

 

 

 

 

 

 

 

 

 

 

 

STEVEN M. TASLITZ

 

 

 

 

/s/ Steven M. Taslitz

 

 

 

 

 

 

 

 

 

 

 

 

 

ERIC D. BECKER

 

 

 

 

/s/ Eric D. Becker

 

 

 

 

 

 

 

 

 

 

 

14



 

 

 

 

 

 

BREGAL EUROPE CO-INVESTMENT L.P.

 

 

 

 

By:

Bregal General Partner Jersey Limited, its general partner

 

 

 

 

By:

/s/ Paul A. Bradshaw

 

 

 

 

Name:

Paul A. Bradshaw

 

 

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

 

CITIGROUP PRIVATE EQUITY LP

 

 

 

 

By:

/s/ Todd E. Benson

 

 

 

 

Name:

Todd E. Benson

 

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

 

KKR 2006 LIMITED

 

 

 

 

By:

/s/ Henry R. Kravis

 

 

 

 

Name:

Henry R. Kravis

 

 

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

 

L CURVE SUB, INC.

 

 

 

 

By:

/s/ Brian F. Carroll

 

 

 

 

Name:

Brian F. Carroll

 

 

 

 

Title:

Vice President & Chief Operating Officer

 

 

 

 

 

15



 

 

 

 

 

S.A.C. CAPITAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Peter Nussbaum

 

 

 

 

Name:

Peter Nussbaum

 

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

Snow, Phipps & Guggenheim, LLC

 

 

 

 

By:

/s/ Ian K. Snow

 

 

 

 

Name:

Ian K. Snow

 

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

STERLING CAPITAL PARTNERS II, L.P.

 

 

 

 

By:

SC Partners II, L.P., its general partner

 

 

 

 

By:

Sterling Capital Partners II, LLC, its general partner

 

 

 

 

By:

/s/ Steven M. Taslitz

 

 

 

 

Name:

Steven M. Taslitz

 

 

 

 

Title:

Senior Managing Director

 

 

 

 

 

16



 

 

 

 

 

WENGEN ALBERTA, LIMITED PARTNERSHIP

 

 

 

 

By:

Wengen Investments Limited, its General Partner

 

 

 

 

By:

/s/ Brian F. Carroll

 

 

 

 

Name:

Brian F. Carroll

 

 

 

 

Title:

Director

 

 

 

 

 

 

 

 

17



 

Annex A

 

                The following is a list of transactions in shares of the Company’s common stock, which to the best knowledge of Citigroup Private Equity LP, have been effected during the period commencing January 12, 2007 and ending March 13, 2007 (excluding the transactions that may have been effected for managed accounts with funds provided by third party customers) in the ordinary course of business.  Citigroup Global Markets Inc., a wholly owned subsidiary of Citigroup Inc., and an affiliate of Citigroup Private Equity LP, engaged in open market transactions which are summarized below to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:

 

 

 

 

 

 

 

 

 

 

 

Buy (B) /

 

Description of Security

 

Date

 

Quantity

 

Low

 

High

 

Sell (S)

 

Common Stock

 

1/12/2007

 

1,405

 

$

50.46

 

$

51.00

 

B

 

Common Stock

 

1/12/2007

 

1,952

 

50.79

 

50.91

 

S

 

Common Stock

 

1/16/2007

 

3,962

 

51.00

 

51.26

 

B

 

Common Stock

 

1/16/2007

 

323

 

51.08

 

51.43

 

S

 

Common Stock

 

1/17/2007

 

19,939

 

51.12

 

51.86

 

B

 

Common Stock

 

1/17/2007

 

1,794

 

51.12

 

51.86

 

S

 

Common Stock

 

1/18/2007

 

3,978

 

51.27

 

51.63

 

B

 

Common Stock

 

1/18/2007

 

4,113

 

51.40

 

51.62

 

S

 

Common Stock

 

1/19/2007

 

9,727

 

52.30

 

53.56

 

B

 

Common Stock

 

1/19/2007

 

3,075

 

52.15

 

53.12

 

S

 

Common Stock

 

1/22/2007

 

1,884

 

53.05

 

54.01

 

B

 

Common Stock

 

1/22/2007

 

956

 

53.05

 

54.02

 

S

 

Common Stock

 

1/23/2007

 

7,227

 

53.92

 

54.61

 

B

 

Common Stock

 

1/23/2007

 

4,353

 

53.90

 

54.66

 

S

 

Common Stock

 

1/24/2007

 

6,866

 

53.58

 

54.40

 

B

 

Common Stock

 

1/24/2007

 

9,050

 

53.58

 

54.40

 

S

 

Common Stock

 

1/25/2007

 

609

 

53.64

 

53.92

 

B

 

Common Stock

 

1/25/2007

 

366

 

53.55

 

53.92

 

S

 

Common Stock

 

1/26/2007

 

7,212

 

54.07

 

54.41

 

B

 

Common Stock

 

1/26/2007

 

1,284

 

53.89

 

54.41

 

S

 

Common Stock

 

1/29/2007

 

199,993

 

54.41

 

61.90

 

B

 

Common Stock

 

1/29/2007

 

64,023

 

54.41

 

61.68

 

S

 

Common Stock

 

1/30/2007

 

2,771

 

60.30

 

60.55

 

B

 

Common Stock

 

1/30/2007

 

6,186

 

59.51

 

60.50

 

S

 

Common Stock

 

1/31/2007

 

12,211

 

60.30

 

60.55

 

B

 

Common Stock

 

1/31/2007

 

1,902

 

60.34

 

60.55

 

S

 

Common Stock

 

2/1/2007

 

51,416

 

60.15

 

60.33

 

B

 

Common Stock

 

2/1/2007

 

1,121

 

60.15

 

60.44

 

S

 

Common Stock

 

2/2/2007

 

27,560

 

59.99

 

60.08

 

B

 

Common Stock

 

2/2/2007

 

1,214

 

60.00

 

60.22

 

S

 

Common Stock

 

2/5/2007

 

1,182

 

59.80

 

60.02

 

B

 

Common Stock

 

2/5/2007

 

3,157

 

59.77

 

60.02

 

S

 

Common Stock

 

2/6/2007

 

3,531

 

59.80

 

60.01

 

B

 

Common Stock

 

2/6/2007

 

28,664

 

59.80

 

59.99

 

S

 

Common Stock

 

2/7/2007

 

2,606

 

59.64

 

59.82

 

B

 

Common Stock

 

2/7/2007

 

4,520

 

59.64

 

59.83

 

S

 

Common Stock

 

2/8/2007

 

945

 

59.69

 

59.80

 

B

 

Common Stock

 

2/8/2007

 

280

 

59.79

 

59.79

 

S

 

Common Stock

 

2/9/2007

 

8,201

 

59.58

 

59.73

 

B

 

Common Stock

 

2/9/2007

 

20,627

 

59.51

 

59.77

 

S

 

Common Stock

 

2/12/2007

 

443

 

59.54

 

59.62

 

B

 

Common Stock

 

2/12/2007

 

261

 

59.51

 

59.61

 

S

 

Common Stock

 

2/13/2007

 

17,083

 

59.46

 

59.71

 

B

 

Common Stock

 

2/13/2007

 

34,057

 

59.48

 

59.71

 

S

 

Common Stock

 

2/14/2007

 

56,688

 

59.50

 

59.63

 

B

 

Common Stock

 

2/14/2007

 

100,638

 

59.50

 

59.64

 

S

 

Common Stock

 

2/15/2007

 

44,101

 

59.74

 

59.80

 

B

 

Common Stock

 

2/15/2007

 

6,479

 

59.69

 

59.81

 

S

 

Common Stock

 

2/16/2007

 

15,750

 

59.82

 

59.99

 

B

 

Common Stock

 

2/16/2007

 

7,725

 

59.81

 

59.92

 

S

 

Common Stock

 

2/20/2007

 

37,085

 

59.55

 

59.58

 

B

 

Common Stock

 

2/20/2007

 

23,470

 

59.55

 

59.78

 

S

 

Common Stock

 

2/21/2007

 

1,488

 

59.40

 

59.68

 

B

 

Common Stock

 

2/21/2007

 

3,635

 

59.45

 

59.59

 

S

 

Common Stock

 

2/22/2007

 

2,924

 

59.81

 

60.43

 

B

 

Common Stock

 

2/22/2007

 

759

 

59.70

 

60.43

 

S

 

Common Stock

 

2/23/2007

 

3,919

 

60.24

 

60.30

 

B

 

Common Stock

 

2/23/2007

 

7,515

 

60.23

 

60.30

 

S

 

Common Stock

 

2/26/2007

 

564

 

60.36

 

60.40

 

B

 

Common Stock

 

2/26/2007

 

5,511

 

60.13

 

60.43

 

S

 

Common Stock

 

2/27/2007

 

20,306

 

59.60

 

60.40

 

B

 

Common Stock

 

2/27/2007

 

3,802

 

59.59

 

60.40

 

S

 

Common Stock

 

2/28/2007

 

92,332

 

59.65

 

59.95

 

B

 

Common Stock

 

2/28/2007

 

74,986

 

59.56

 

59.96

 

S

 

Common Stock

 

3/1/2007

 

8,964

 

59.28

 

59.56

 

B

 

Common Stock

 

3/1/2007

 

28,978

 

59.28

 

59.55

 

S

 

Common Stock

 

3/2/2007

 

4,488

 

59.41

 

60.29

 

B

 

Common Stock

 

3/2/2007

 

3,868

 

59.41

 

60.39

 

S

 

Common Stock

 

3/5/2007

 

34,161

 

59.73

 

60.00

 

B

 

Common Stock

 

3/5/2007

 

30,220

 

59.75

 

60.05

 

S

 

Common Stock

 

3/6/2007

 

2,109

 

59.95

 

60.01

 

B

 

Common Stock

 

3/6/2007

 

3,391

 

59.87

 

60.03

 

S

 

Common Stock

 

3/7/2007

 

322

 

59.68

 

59.99

 

B

 

Common Stock

 

3/7/2007

 

7,408

 

59.68

 

60.04

 

S

 

Common Stock

 

3/8/2007

 

1,998

 

59.66

 

59.74

 

B

 

Common Stock

 

3/8/2007

 

2,159

 

59.63

 

59.74

 

S

 

Common Stock

 

3/9/2007

 

14,338

 

59.88

 

59.98

 

B

 

Common Stock

 

3/9/2007

 

14,635

 

59.73

 

60.10

 

S

 

Common Stock

 

3/12/2007

 

619

 

59.56

 

59.65

 

B

 

Common Stock

 

3/12/2007

 

2,667

 

59.58

 

59.58

 

S

 

Common Stock

 

3/13/2007

 

405

 

59.54

 

59.56

 

B

 

Common Stock

 

3/13/2007

 

1,195

 

59.51

 

59.70

 

S

 

 

18



Exhibit Index

 

 

(a)(1)

 

Letter to Employees of Laureate Education, Inc., dated January 28, 2007, incorporated herein by reference to the Schedule 14A filed by Laureate Education, Inc. with the Securities and Exchange Commission on January 29, 2007

 

 

 

(a)(2)

 

Letter to Stockholders of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Laureate Inc. with the Securities and Exchange Commission on March 16, 2007 (the “Proxy Statement”)

 

 

 

(a)(3)

 

Notice of Special Meeting of Stockholders of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement

 

 

 

(a)(4)

 

Proxy Statement of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement

 

 

 

(b)(1)

 

Debt Commitment Letter, dated as of January 28, 2007, among L Curve Sub Inc. and Goldman Sachs Credit Partners L.P. and Citigroup Global Markets Inc.

 

 

 

(c)(1)

 

Fairness Opinion of Morgan Stanley & Co. Incorporated, dated January 28, 2007, incorporated herein by reference to the Proxy Statement

 

 

 

(c)(2)

 

Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of January 28, 2007, incorporated herein by reference to the Proxy Statement

 

 

 

(c)(3)

 

Presentation of Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated January 28, 2007

 

 

 

(c)(4)

 

Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated January 28, 2007

 

 

 

(d)(1)

 

Agreement and Plan of Merger, dated January 28, 2007, by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership, an Alberta limited partnership and L Curve Sub Inc., incorporated herein by reference to the Proxy Statement

 

 

 

(d)(2)

 

Rollover Letter, dated January 28, 2007, between Douglas L. Becker and Wengen Alberta, Limited Partnership

 

 

 

(d)(3)

 

Interim Investors Agreement, dated January 28, 2007, by and among Douglas L. Becker, Wengen Alberta, Limited Partnership and the parties listed on the signature pages thereto

 

 

 

(d)(4)

 

Voting Agreement, dated January 28, 2007, by and among Wengen Alberta, Limited Partnership, Douglas Becker, Steven Taslitz, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11, and, solely for purposes of Section 5.2 thereof, Laureate Education, Inc., incorporated herein by reference to the Proxy Statement

 

 

 

(d)(5)

 

Rollover Letter, dated January 28, 2007, between The Irrevocable BBHT II IDGT and Wengen Alberta, Limited Partnership

 

 

 

(d)(6)

 

Rollover Letter, dated January 28, 2007, between Irrevocable Grantor Retained Annuity Trust No. 11 and Wengen Alberta, Limited Partnership

 

 

 

(d)(7)

 

Rollover Letter, dated January 28, 2007, between KJT Gift Trust and Wengen Alberta, Limited Partnership

 

 

19



 

 

 

 

 

(d)(8)

 

Rollover Letter, dated January 28, 2007, between Steven Taslitz and Wengen Alberta, Limited Partnership

 

 

 

(d)(9)

 

Commitment letter dated March 13, 2007, among R. Christopher Hoehn-Saric, Eric Becker, Jill Becker and Wengen Alberta, Limited Partnership

 

 

 

(e)

 

None

 

 

 

(f)

 

None

 

 

 

(g)

 

None

 

 

 

 

20