SC TO-T/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule TO-T/A
Amendment No. 1

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

Laureate Education, Inc.
(Name of Subject Company—(Issuer))

L Curve Sub Inc.
(Name of Filing Person—(Offeror))

M Curve Sub Inc.
(Name of Filing Person—(Offeror))

The persons listed on Schedule I hereto
(Names of Filing Person(s)—(Other Person(s)))

Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)

518613104
(CUSIP Number of Class of Securities)

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

(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)

Copy to:

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

CALCULATION OF FILING FEE

Transaction Valuation*:	Amount of Filing Fee**:
$3,467,004,062	$106,438

*

Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 51,956,902 shares of common stock, par value $0.01 per share, at $62.00 per share. The transaction value also includes the offer price of $62.00 multiplied by 3,962,599, the estimated number of options to purchase shares that are currently outstanding and exercisable upon expiration of the offer.

**

The filing fee, calculated in accordance with Exchange Act Rule 0-11, was calculated by multiplying the transaction valuation by 0.0000307.

ý

Check the 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: $106,438

Filing Party: L Curve Sub Inc., M Curve Sub Inc. and other filers.

Form or registration No.: Schedule TO-T

Date Filed: June 8, 2007

Note:    Pursuant to Rule 0-11(a)(2), the amount of filing fee is offset by an amount of $102,439 that was previously paid in connection with the Preliminary Schedule 14A filed on March 16, 2007. The filing fee in the amount of $3,999 reflecting the increase in the amount of the transaction value was paid in connection with the filing of the Schedule TO-T on June 8, 2007.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

ý

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

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

Schedule I

Douglas L. Becker
R. Christopher Hoehn-Saric
Steven M. Taslitz
Eric D. Becker
Wengen Alberta, Limited Partnership
Bregal Europe Co-Investment L.P.
Citigroup Private Equity L.P.
KKR 2006 Limited
S.A.C. Capital Management, LLC
Snow, Phipps & Guggenheim, LLC
Sterling Capital Partners II, L.P.
Sterling Laureate, LP
Sterling Laureate Executives Fund, LP
Sterling Laureate Rollover, LP

        This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 8, 2007 (as amended, the "Schedule TO"), on behalf of L Curve Sub Inc. and M Curve Sub Inc., (each a "Purchaser", and together the "Purchasers"), and each a direct subsidiary of Wengen Alberta, Limited Partnership, relating to the offer by the Purchasers to purchase all of the issued and outstanding shares of common stock, par value $.01 per share (the "Shares"), of Laureate Education, Inc. ("Laureate" or the "Company"), at a purchase price of $62.00 net per share in cash without interest and less any amounts required to be deducted and withheld under any applicable law, upon the terms and subject to the conditions set forth in the offer to purchase dated June 8, 2007 (the "Offer to Purchase"), including the Instructions thereto, as it may be supplemented or amended from time to time. Items not amended remain unchanged, and capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Offer to Purchase.

        This Amendment No. 1 is filed to reflect certain amendments to exhibits of the Schedule TO filed on June 8, 2007. The Notice to Participants in the Laureate Education, Inc. 401(k) Retirement Savings Plan, as amended (attached as Exhibit (a)(5)(A)), and Frequently Asked Questions ("FAQ") Regarding the Tender Offer for Laureate Education, Inc. Shares Credited to 401(k) Plan Accounts, as amended (attached as Exhibit (a)(5)(B)), replace the Notice to Participants in the Laureate Education, Inc. 401(k) Retirement Savings Plan and Frequently Asked Questions ("FAQ") Regarding the Tender Offer for Laureate Education, Inc. Shares Credited to 401(k) Plan Accounts, respectively, which were filed as exhibits to the Schedule TO filed on June 8, 2007.

        As permitted by General Instruction F to Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment No. 1, including all appendices, schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 13 of this Amendment. You should read this Amendment No. 1 to Schedule TO together with the Schedule TO filed on June 8, 2007.

Item 12.    Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibits (a)(5)(A) and (a)(5)(B) and, as so amended, is restated as follows:

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated June 8, 2007.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*
(a)(1)(G)	Summary Advertisement as published on June 8, 2007.*
(a)(1)(H)	Tender Offer Instruction Form.*
(a)(2)(A)	"Item 8. Additional Information—Other Material Information—Opinions of Special Committee's Financial Advisors;" of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education,  Inc. on June 8, 2007 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 in connection with the Offer).*

1

(a)(2)(B)	"Item 4. The Solicitation or Recommendation—Reasons for the Offer and the Merger;—Recommendation of the Special Committee; Fairness of the Offer and the Merger" of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 in connection with the Offer).*
(a)(2)(C)	"Item 3. Past Contacts, Transaction, Negotiations and Agreements—Conflicts of Interest—The Subject Company, its Executive Officers, Directors of Affiliates—Executive Retention Agreements" of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education,  Inc. on June 8, 2007 in connection with the Offer).*
(a)(2)(D)	"Item 3. Past Contacts, Transaction, Negotiations and Agreements—Conflicts of Interest—The Subject Company, its Executive Officers, Directors of Affiliates—Executive Retention Agreements" of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education,  Inc. on June 8, 2007 in connection with the Offer).*
(a)(2)(E)	The information contained in Annex I to the Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 under the heading "Security Ownership of Certain Beneficial Owners and Management" (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 in connection with the Offer).*
(a)(3)	None.
(a)(4)	None.
(a)(5)(A)	Notice to Participants in the Laureate Education, Inc. 401(k) Retirement Savings Plan, as amended.
(a)(5)(B)	Frequently Asked Questions ("FAQ") Regarding the Tender Offer for Laureate Education, Inc. Shares Credited to 401(k) Plan Accounts, as amended.
(a)(5)(C)	Press Release, dated as of June 8, 2007, concerning the Tender Offer.*
(b)(1)	Debt Commitment Letter, dated as of June 3, 2007, among L Curve Sub Inc. and Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Credit Suisse, Credit Suisse Securities (USA) LLC and JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc.*
(d)(1)	Amended and Restated Agreement and Plan of Merger, dated June 3, 2007, by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership, and L Curve Sub Inc. (incorporated by reference to Exhibit 2.1 filed with a Form 8-K, dated June 4, 2007, by Laureate Education, Inc.).*
(d)(2)	Amended and Restated Rollover Letter, dated June 3, 2007, between Douglas L. Becker and Wengen Alberta, Limited Partnership.*
(d)(3)	Amended and Restated Interim Investors Agreement, dated June 3, 2007, between Wengen Alberta, Limited Partnership and the parties listed on the signature pages thereto.*

2

(d)(4)	Voting Agreement, dated June 3, 2007, by and among Wengen Alberta, Limited Partnership, Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R. Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11.*
(d)(5)	Amended and Restated Rollover Letter, dated June 3, 2007, between the The Irrevocable BBHT II IDGT and Wengen Alberta, Limited Partnership.*
(d)(6)	Amended and Restated Rollover Letter, dated June 3, 2007, between Irrevocable Grantor Retained Annuity Trust No. 11 and Wengen Alberta, Limited Partnership.*
(d)(7)	Amended and Restated Rollover Letter, dated June 3, 2007, between KJT Gift Trust and Wengen Alberta, Limited. Partnership.*
(d)(8)	Amended and Restated Rollover Letter, dated June 3, 2007, between Steven Taslitz and Wengen Alberta, Limited. Partnership.*
(d)(9)	Amended and Restated Commitment Letter, dated June 3, 2007, among R. Christopher Hoehn-Saric, Eric Becker, Jill Becker and Wengen Alberta, Limited Partnership.*
(d)(10)	Form of Tender Agreement.*
(d)(11)	Tender Agreement, dated as of June 3, 2007, by and between Wengen Alberta, Limited Partnership and Ackerman-Walden Limited Partnership.*
(d)(12)	Rollover Commitment Letter, dated as of June 3, 2007, among Sterling Laureate Rollover, LP and Wengen Alberta, Limited Partnership.*
(g)	None.
(h)	None.

*

Previously Filed.

3

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 June 12, 2007

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
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
KKR 2006 LIMITED
By:	/s/  HENRY R. KRAVIS
	Name:  Henry R. Kravis Title:    Director

4

L CURVE SUB INC.
By:	/s/  JONATHAN SMIDT
	Name:  Jonathan Smidt Title:    Vice President and Secretary
M CURVE SUB INC.
By:	/s/  JONATHAN SMIDT
	Name:  Jonathan Smidt Title:    Vice President and Secretary
WENGEN ALBERTA, LIMITED PARTNERSHIP
By:	Wengen Investments Limited, its general partner
By:	/s/  JONATHAN SMIDT
	Name:  Jonathan Smidt Title:    Director
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

5

CITIGROUP PRIVATE EQUITY LP
By:	/s/  TODD E. BENSON
	Name:  Todd E. Benson Title:    Authorized Signatory
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 LAUREATE, LP
By:	/s/  TOM D. WIPPMAN
	Name:  Tom D. Wippman Title:    Authorized Signatory
STERLING LAUREATE EXECUTIVES FUND, LP
By:	/s/  TOM D. WIPPMAN
	Name:  Tom D. Wippman Title:    Authorized Signatory
STERLING LAUREATE ROLLOVER, LP
By:	/s/  TOM D. WIPPMAN
	Name:  Tom D. Wippman Title:    Authorized Signatory

6

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated June 8, 2007.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.*
(a)(1)(G)	Summary Advertisement as published on June 8, 2007.*
(a)(1)(H)	Tender Offer Instruction Form.*
(a)(2)(A)	"Item 8. Additional Information—Other Material Information—Opinions of Special Committee's Financial Advisors;" of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education,  Inc. on June 8, 2007 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 in connection with the Offer).*
(a)(2)(B)	"Item 4. The Solicitation or Recommendation—Reasons for the Offer and the Merger;—Recommendation of the Special Committee; Fairness of the Offer and the Merger" of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 in connection with the Offer).*
(a)(2)(C)	"Item 3. Past Contacts, Transaction, Negotiations and Agreements—Conflicts of Interest—The Subject Company, its Executive Officers, Directors of Affiliates—Executive Retention Agreements" of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education,  Inc. on June 8, 2007 in connection with the Offer).*
(a)(2)(D)	"Item 3. Past Contacts, Transaction, Negotiations and Agreements—Conflicts of Interest—The Subject Company, its Executive Officers, Directors of Affiliates—Executive Retention Agreements" of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education,  Inc. on June 8, 2007 in connection with the Offer).*
(a)(2)(E)	The information contained in Annex I to the Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 under the heading "Security Ownership of Certain Beneficial Owners and Management" (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Laureate Education, Inc. on June 8, 2007 in connection with the Offer).*
(a)(3)	None.
(a)(4)	None.
(a)(5)(A)	Notice to Participants in the Laureate Education, Inc. 401(k) Retirement Savings Plan, as amended.

7

(a)(5)(B)	Frequently Asked Questions ("FAQ") Regarding the Tender Offer for Laureate Education, Inc. Shares Credited to 401(k) Plan Accounts, as amended.
(a)(5)(C)	Press Release, dated as of June 8, 2007, concerning the Tender Offer.*
(b)(1)	Debt Commitment Letter, dated as of June 3, 2007, among L Curve Sub Inc. and Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Credit Suisse, Credit Suisse Securities (USA) LLC and JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc.*
(d)(1)	Amended and Restated Agreement and Plan of Merger, dated June 3, 2007, by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership, and L Curve Sub Inc. (incorporated by reference to Exhibit 2.1 filed with a Form 8-K, dated June 4, 2007, by Laureate Education, Inc.).*
(d)(2)	Amended and Restated Rollover Letter, dated June 3, 2007, between Douglas L. Becker and Wengen Alberta, Limited Partnership.*
(d)(3)	Amended and Restated Interim Investors Agreement, dated June 3, 2007, between Wengen Alberta, Limited Partnership and the parties listed on the signature pages thereto.*
(d)(4)	Voting Agreement, dated June 3, 2007, by and among Wengen Alberta, Limited Partnership, Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R. Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11.*
(d)(5)	Amended and Restated Rollover Letter, dated June 3, 2007, between the The Irrevocable BBHT II IDGT and Wengen Alberta, Limited Partnership.*
(d)(6)	Amended and Restated Rollover Letter, dated June 3, 2007, between Irrevocable Grantor Retained Annuity Trust No. 11 and Wengen Alberta, Limited Partnership.*
(d)(7)	Amended and Restated Rollover Letter, dated June 3, 2007, between KJT Gift Trust and Wengen Alberta, Limited. Partnership.*
(d)(8)	Amended and Restated Rollover Letter, dated June 3, 2007, between Steven Taslitz and Wengen Alberta, Limited. Partnership.*
(d)(9)	Amended and Restated Commitment Letter, dated June 3, 2007, among R. Christopher Hoehn-Saric, Eric Becker, Jill Becker and Wengen Alberta, Limited Partnership.*
(d)(10)	Form of Tender Agreement.*
(d)(11)	Tender Agreement, dated as of June 3, 2007, by and between Wengen Alberta, Limited Partnership and Ackerman-Walden Limited Partnership.*
(d)(12)	Rollover Commitment Letter, dated as of June 3, 2007, among Sterling Laureate Rollover, LP and Wengen Alberta, Limited Partnership.*
(g)	None.
(h)	None.

*

Previously Filed

8

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Schedule I
SIGNATURES
EXHIBIT INDEX

EX-99.(A)(5)(A)

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Exhibit 99(a)(5)(A)

NOTICE TO PARTICIPANTS IN THE
LAUREATE EDUCATION, INC. 401(k) RETIREMENT SAVINGS PLAN

June 8, 2007

Dear Retirement Savings Plan Participant:

The Tender Offer

        As you may know, L Curve Sub Inc. and M Curve Sub Inc., each a Maryland corporation (each a "Purchaser", and together the "Purchasers"), and each a direct subsidiary of Wengen Alberta, Limited Partnership, an Alberta limited partnership ("Parent"), announced on June 4, 2007 an offer to purchase all outstanding shares of common stock, par value $.01 per share (the "Shares"), of Laureate Education, Inc. ("Laureate" or the "Company") at a purchase price of $62.00 per Share in cash without interest and less any amounts required to be deducted and withheld under any applicable law (the "Offer"). The offer is fully explained in the enclosed Offer to Purchase dated June 8, 2007. A copy of Laureate's Solicitation/Recommendation Statement on Schedule 14D-9 is also enclosed and sets forth, among other things, the recommendation by Laureate's Board of Directors that Laureate stockholders tender their Shares into the Offer.

Your Prompt Response is Requested

        The Offer is being made for all outstanding Shares, including those Shares credited to your account under the Laureate Education, Inc. 401(k) Retirement Savings Plan (the "Plan"). As a participant in the Plan, if a portion of your account is invested in the Laureate Education, Inc. Stock Fund (the "Stock Fund"), you are encouraged to provide directions to Capital Bank & Trust Company ("CB&T"), the trustee of the Plan, to tender all, some or none of the Shares allocated to your separate Plan account. By instructing CB&T to "tender" the Shares allocated to your separate Plan account, you are instructing CB&T to surrender those Shares for cash in connection with the Offer.

        If you would like to tender Shares allocated to your account under the Plan in the Offer, you must provide your directions to CB&T's tabulation agent by promptly completing and returning the enclosed Tender Offer Instruction Form (the "Instruction Form") to Ellen Philip Associates. If you do not send timely tender instructions, CB&T will treat this as an instruction NOT to tender.

In order to direct CB&T, the enclosed Instruction Form must be received by Ellen Philip Associates, the Independent Plan Tabulator, by 4:00 p.m. Eastern time, on July 2, 2007 (the "Plan Deadline"). You may return your completed, signed and dated Instruction Form in the enclosed postage-prepaid envelope or by mailing it to Ellen Philip Associates, 134 West 26^th Street, New York, NY 10001. In the event that the Purchasers extend the expiration date for the Offer (currently 12:00 midnight, New York City time, on July 6, 2007), the Plan Deadline will automatically be extended to 4:00 p.m. Eastern time on the date that is two business days prior to the new expiration date. Any extensions of the expiration date for the Offer will be publicly announced.

Important Note About The Laureate Education, Inc. Stock Fund

        Please note, in order for CB&T to have sufficient time to prepare administratively to respond to the Offer, you will be temporarily unable to make investments or other transfers in or out of the Stock Fund. During the period starting at 4:00 p.m. Eastern time on the Plan Deadline, transactions with respect to the Stock Fund will be suspended for all participants in the Plan with Shares allocated to their accounts. If the expiration date of the Offer is extended, the new Plan Deadline will be the date that is two business days prior to the new expiration date for the Offer. The suspension period may be terminated in the event of an extension of the expiration date for the Offer for more than two business days.

Enclosed For Your Review

        Enclosed for your review are the following materials about the Offer:

1.

the Offer to Purchase, dated June 8, 2007, which contains important details about the Offer;



2.

the Solicitation/Recommendation Statement on Schedule 14D-9;



3.

a Letter of Transmittal (for informational purposes only);



4.

a Tender Offer Instruction Form; and



5.

a postage-paid reply envelope.

        The enclosed information relates only to Shares allocated to your Plan account. If you own other Shares outside of the Plan, you should receive separate mailings relating to those Shares.

Please Provide Your Instructions to the Independent Plan Tabulator

        To instruct CB&T, please promptly complete, sign and date the enclosed Tender Offer Instruction Form and mail it to the Independent Plan Tabulator in the enclosed postage paid reply envelope. If you have instructed CB&T to tender some or all of the Shares credited to your account under the Plan, you may withdraw this instruction by submitting a new Tender Offer Instruction Form, which will have the effect of revoking your prior instruction. Such new Tender Offer Instruction Form must be received by the Independent Plan Tabulator on or before the Plan Deadline, which is 4:00 p.m. Eastern time on July 2, 2007.

Please note, if your tender instructions are not received on or before the Plan Deadline, the trustee will NOT tender your Shares, unless required by law to do otherwise.

Proceeds from Tender

        CB&T will invest proceeds from the tender of the Shares credited to your account under the Plan in the American Funds Balanced Fund until investment direction is received from you.

Your Decision is Confidential

        All instructions received by CB&T from individual participants will be held in confidence and will not be divulged to any person, including Laureate, Parent, the Purchasers or any of their respective directors, officers, employees or affiliates.

For Additional Information

        If you have any questions about the Offer, please contact Innisfree M&A Incorporated, the information agent for the Offer, toll-free at (877) 717-3922. Additionally, all tender offer materials that have been filed with the U.S. Securities and Exchange Commission are available online at www.sec.gov. You may also call the above number to request a new Tender Offer Instruction Form or for assistance in filling out the form.

Sincerely,

Capital Bank & Trust Company

2

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NOTICE TO PARTICIPANTS IN THE LAUREATE EDUCATION, INC. 401(k) RETIREMENT SAVINGS PLAN
The Tender Offer
Your Prompt Response is Requested
Important Note About The Laureate Education, Inc. Stock Fund
Enclosed For Your Review
Please Provide Your Instructions to the Independent Plan Tabulator
Proceeds from Tender
Your Decision is Confidential
For Additional Information

EX-99.(A)(5)(B)

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Exhibit 99(a)(5)(B)

FREQUENTLY ASKED QUESTIONS ("FAQ") REGARDING THE TENDER OFFER FOR
LAUREATE EDUCATION, INC. SHARES CREDITED TO 401(k) PLAN ACCOUNTS

        As you may know, L Curve Sub Inc. and M Curve Sub Inc., each a Maryland corporation (each a "Purchaser", and together the "Purchasers"), and each a direct subsidiary of Wengen Alberta, Limited Partnership, an Alberta Limited Partnership ("Parent"), have made a tender offer to acquire all outstanding shares of common stock, par value $.01 per share (the "Shares") of Laureate Education, Inc. ("Laureate") pursuant to an amended and restated agreement and plan of merger entered into on June 3, 2007 (the "Offer"). This affects you if Shares are credited to your account under the Laureate Education, Inc. Stock Fund (the "Stock Fund") in the Laureate Education, Inc. 401(k) Retirement Savings Plan (the "Plan"). This FAQ contains certain information regarding how the Offer may affect the Shares credited to your account under the Plan. You are advised to read the Offer to Purchase dated June 8, 2007 and the related Solicitation/Recommendation Statement included with these materials because they contain important information.

Q1:

How do I tender the Shares allocated to my savings plan account?

A1:

You may instruct the trustee to tender some or all of the Shares allocated to your 401(k) savings plan account by following the instructions in the "Notice to Participants in the Laureate Education, Inc. 401(k) Retirement Savings Plan" above.

In order for some or all of the Shares allocated to your 401(k) savings plan account to be tendered, you must direct the trustee to tender such Shares by completing the Tender Offer Instruction Form and returning it to Ellen Philip Associates, 134 West 26th Street, New York, NY 10001 in accordance with the form's instructions by 4:00 p.m. Eastern time, on July 2, 2007.

If you also hold Shares outside of the Plan that you plan to tender, you must complete a letter of transmittal in accordance with the instructions provided therein in order to tender those Shares, or if you hold your Shares through a bank or broker, you must follow the instructions provided by them in order to notify them to tender on your behalf.

Q2:

Does the Offer affect the Shares held in the Plan?

A2:

Yes. The Offer to Laureate stockholders is being made for all outstanding Shares including all Shares allocated to you and others under the Plan.

Q3:

How much will the Purchasers pay for Shares?

A3:

The Purchasers are offering to pay all Laureate stockholders (including individuals who have shares of Laureate's common stock allocated to their account under the Plan) $62.00 per Share in cash without interest and less any amounts required to be deducted and withheld under any applicable law.

Q4:

What will happen to transactions in Shares under the Plan during the Offer process?

A4:

Please carefully review the information under the heading "Important Note About The Laureate Education, Inc. Stock Fund" in the Notice to Participants in the Laureate Education, Inc. 401(k) Retirement Savings Plan.

Q5:

What happens if I tender my Shares and the Offer is successful?

A5:

If you tender Shares allocated to your Plan account, the cash proceeds will be invested in the American Funds Balanced Fund and will remain so invested unless and until you change your investment direction. It is expected that the proceeds will be received shortly after the Offer is completed.

Q6:

What if I do not tender the Shares allocated to my account and the Offer is successful?

A6:

For those who do not tender Shares, sales of Shares will be permitted to the extent there is a market for Shares starting the business day after the expiration date of the Offer. If the Offer is successful, subject to certain conditions, L Curve Sub Inc. will merge with and into the Company (the "Merger") in accordance with applicable law, and all Shares which are not tendered into the Offer will be converted into the right to receive the price per share paid in the Merger in cash. The acquisition of the remaining Shares through the Merger may occur quickly following the end of the Offer or may take significantly longer to complete, depending

upon how many Shares are tendered into the Offer. Following completion of the Merger, the cash proceeds will be invested in the American Funds Balanced Fund and will remain so invested unless and until you change your investment direction.

After the Merger is consummated, you may then log on to www.myretirement.americanfunds.com or call a CB&T participant services associate at (800) 204-3731 if you would like to review your account or rebalance your asset mix in the Plan.

Q7:

What will happen to my tendered Shares if the Offer is not successful?

A7:

Your Shares will not be surrendered for cash and will remain invested in Laureate common stock.

Q8:

What if I want to withdraw or change my tender instructions?

A8:

You may withdraw or change your tender instructions by sending new tender instructions on the Tender Offer Instruction Form to Ellen Philip Associates so long as such change is made prior to the Plan Deadline (4 p.m. Eastern time on July 2, 2007) or, if the Offer is extended, two business days prior to the extended Offer expiration date. If you need an additional Tender Offer Instruction Form, you may obtain one by calling Innisfree M&A Incorporated toll-free at (877) 717-3922. If you make changes prior to the Plan Deadline, the latest received Tender Offer Instruction Form will be your final instructions to CB&T.

Q9:

Whom do I call if I have additional questions?

A9:

You may direct questions and requests for assistance regarding the Offer to the Information Agent at its address and telephone number set forth below. You may obtain additional copies of the Offer to Purchase dated June 8, 2007, and other Offer materials that have been filed with the U.S. Securities and Exchange Commission from the Information Agent as set forth below, and they will be furnished promptly at no expense to you. The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022
Toll-free at (877) 717-3922

        If you have questions on how to provide tender instructions to CB&T or change or withdraw your instructions, please contact Innisfree at the toll-free number above. If you would like to make investment changes, log on to www.myretirement.americanfunds.com, or call CB&T at (800) 204-3731. The voice activated network is available 24 hours a day and participant services associates are available Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time.

For more information about any fund, including investment objectives, risks, charges, and expenses, call CB&T at (800) 204-3731 to obtain a prospectus. The prospectus contains important information about the fund. Consider and read the prospectus information carefully before you invest. You can also download Plan fund prospectuses at www.laureate-inc.com.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities of Laureate Education, Inc. L Curve Sub Inc. and M Curve Sub Inc. have filed a tender offer statement with the U.S. Securities and Exchange Commission and Laureate Education, Inc. has filed a Solicitation/Recommendation Statement with respect to the Offer by L Curve Sub Inc. and M Curve Sub Inc. Investors and Laureate stockholders are strongly advised to read the Offer to Purchase dated June 8, 2007, related offer documents and the related Solicitation/Recommendation Statement included with these materials because they contain important information and the related solicitation/recommendation statement because they will contain important information. The offer to purchase, the related letter of transmittal and the related offer documents, as well as the solicitation/recommendation statement, are available to all stockholders of Laureate at no expense to them. These documents are also available at no charge at the SEC's website at www.sec.gov.

The statements contained herein are being provided by management acting only in their capacity as management of the company and by the Company acting only in its capacity as an employer, and not by either acting in the capacity as administrator or as a fiduciary of the Laureate Education, Inc. 401(k) Retirement Savings Plan or any other benefit plan. As a result, the statements contained herein are not governed by the Employee Retirement Income Security Act of 1974, as amended.

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FREQUENTLY ASKED QUESTIONS ("FAQ") REGARDING THE TENDER OFFER FOR LAUREATE EDUCATION, INC. SHARES CREDITED TO 401(k) PLAN ACCOUNTS