-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ObiURZXLPMpHiln30j4aqi7QIGbCWfg75QJf2ZTM8vzMVL/I6w14szSHkZ+fp3nP 2ljL8WcCjQMSL7E/Uq8YNw== 0001047469-07-005728.txt : 20070719 0001047469-07-005728.hdr.sgml : 20070719 20070719172828 ACCESSION NUMBER: 0001047469-07-005728 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070719 DATE AS OF CHANGE: 20070719 GROUP MEMBERS: BREGAL EUROPE CO-INVESTMENT L.P. GROUP MEMBERS: CITIGROUP PRIVATE EQUITY L.P. GROUP MEMBERS: DOUGLAS L. BECKER GROUP MEMBERS: ERIC D. BECKER GROUP MEMBERS: KKR 2006 LIMITED GROUP MEMBERS: M CURVE SUB INC. GROUP MEMBERS: R. CHRISTOPHER HOEHN-SARIC GROUP MEMBERS: S.A.C. CAPITAL MANAGEMENT, LLC GROUP MEMBERS: SNOW, PHIPPS & GUGGENHEIM, LLC GROUP MEMBERS: STERLING CAPITAL PARTNERS II, L.P. GROUP MEMBERS: STERLING CAPITAL PARTNERS III, L.P. GROUP MEMBERS: STERLING LAUREATE EXECUTIVES FUND, LP GROUP MEMBERS: STERLING LAUREATE ROLLOVER, LP GROUP MEMBERS: STERLING LAUREATE, LP GROUP MEMBERS: STEVEN M. TASLITZ GROUP MEMBERS: WENGEN ALBERTA, LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42825 FILM NUMBER: 07989786 BUSINESS ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 650 S. EXETER STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: L Curve Sub Inc. CENTRAL INDEX KEY: 0001399335 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 SC TO-T/A 1 a2178883zscto-ta.htm SC TO-T/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Schedule TO-T/A
Amendment No. 5

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.
M Curve Sub Inc.
Douglas L. 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 Capital Partners III, L.P.
(Names of Filing Persons—(Offeror(s)))

R. Christopher Hoehn-Saric
Eric D. Becker
Steven M. Taslitz
Sterling Laureate Rollover, LP
Sterling Laureate, LP
Sterling Laureate Executives Fund, LP
(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.
Ellen Patterson, 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:    ý




        This Amendment No. 5 (this "Amendment No. 5") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on June 8, 2007, as amended by Amendment No. 1 thereto filed on June 12, 2007, Amendment No. 2 thereto filed on June 26, 2007, Amendment No. 3 thereto filed on June 28, 2007 and Amendment No. 4 thereto filed on July 9, 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, and other filing persons 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"), and the related Letter of Transmittal, as they may be supplemented or amended from time to time.

        As permitted by General Instruction F to Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment No. 5, including all appendices, schedules, exhibits and annexes hereto and thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 13 of the Schedule TO. You should read this Amendment No. 5 to Schedule TO together with the Schedule TO.

Item 1.    Summary Term Sheet.

        (1)   The information incorporated by reference into Item 1 of the Schedule TO is amended by adding the following thereto:

            At 5:00 p.m., New York City time, on Wednesday, July 18, 2007, the subsequent offering period expired. Based on preliminary information from the Depositary, stockholders of the Company had tendered 15,858,125 shares of the Company's common stock (including shares tendered pursuant to the guaranteed delivery procedures) during the subsequent offering period. Combined with the shares of the Company's common stock tendered during the initial offering period, a total of 46,524,370 shares of the Company's common stock were tendered pursuant to the Offer, which represents approximately 89% of the currently outstanding shares.

            The Purchasers intend to exercise the Top-Up Option granted pursuant to the Merger Agreement pursuant to which Laureate has agreed to issue newly issued shares of the Company's common stock to L Curve or its assignee in an amount sufficient to achieve 90% ownership and permit the completion of a "short-form" merger under applicable Maryland law, without a vote of the stockholders of Laureate. Accordingly, Purchasers will acquire the remaining shares of the Company's common stock in a "short-form" merger in which all remaining Laureate stockholders who did not tender their shares in the Offer will receive the same $62.00 per share in cash paid in the Offer.

        The full text of the press release announcing the expiration of the subsequent offering period and the completion of the Offer is attached as Exhibit (a)(5)(F) hereto and is incorporated herein by reference.

Item 4.    Terms of the Transaction.

        (1)   The information incorporated by reference into Item 4 of the Schedule TO is amended by adding the amendment contained in Item 1, which is hereby incorporated by reference into this Item 4 of the Schedule TO.

1


Item 8.    Interest in the Securities of the Subject Company.

        (1)   The information incorporated by reference into Item 8 of the Schedule TO is amended by adding the amendment contained in Item 1, which is hereby incorporated by reference into this Item 8 of the Schedule TO.

Item 11.    Additional Information

        (1)   The information incorporated by reference into Item 11 of the Schedule TO is amended by adding the amendment contained in Item 1, which is hereby incorporated by reference into this Item 11 of the Schedule TO.

Item 12.    Exhibits.

        Item 12 of the Schedule TO is hereby amended and 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).*
(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).*
     

2


(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.*
(a)(5)(D)   Notice of Merger of L Curve Sub Inc. with Laureate Education, Inc. dated June 22, 2007.*
(a)(5)(E)   Press Release announcing the completion of the Offer and the commencement of the subsequent offering period, dated July 9, 2007.*
(a)(5)(F)   Press Release announcing the expiration of the subsequent offering period and the completion of the Offer, dated July 19, 2007.
(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.*
(c)   None.
(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.*
     

3


(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.*
(f)   None.
(g)   None.
(h)   None.
*
Previously Filed

Item 13.    Information Required by Schedule 13E-3.

        (1)   The information incorporated by reference into Item 13 of the Schedule TO is amended by adding the amendment contained in Item 1, which is hereby incorporated by reference into this Item 13 of the Schedule TO.

4



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 July 19, 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
       

5


    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

6


    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

 

 

STERLING CAPITAL PARTNERS III, L.P.

 

 

By:

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

 

 

By:

Sterling Capital Partners III, LLC, its general partner
     

 

 

By:

/s/  
STEVEN M. TASLITZ      
     
Name:  Steven M. Taslitz
Title:    Senior Managing Director

7



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.*
(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.*
     

8


(a)(5)(D)   Notice of Merger of L Curve Sub Inc. with Laureate Education, Inc. dated June 22, 2007.*
(a)(5)(E)   Press Release announcing the completion of the Offer and the commencement of the subsequent offering period, dated July 9, 2007.*
(a)(5)(F)   Press Release announcing the expiration of the subsequent offering period and the completion of the Offer, dated July 19, 2007.
(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.*
(c)   None.
(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.*
(f)   None.
(g)   None.
(h)   None.
*
Previously Filed

9




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SIGNATURES
EXHIBIT INDEX
EX-99.(A)(5)(F) 2 a2178883zex-99_a5f.htm EXHIBIT 99.(A)(5)(F)
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Exhibit 99(a)(5)(F)


L Curve Sub Inc. and M Curve Sub Inc. Announce Completion of the
Subsequent Offering Period for Laureate Education, Inc. Tender Offer

        New York, NY, July 19, 2007—L Curve Sub Inc. and M Curve Sub Inc., vehicles controlled by an investor group led by Douglas L. Becker, the Chairman and Chief Executive Officer of Laureate Education, Inc., announced today the completion of the subsequent offering period relating to their tender offer to purchase all of the outstanding shares of common stock of Laureate Education, Inc. at a purchase price of $62.00 net per share in cash.

        The subsequent offering period expired at 5:00 p.m., New York City time, on Wednesday, July 18, 2007. Based on preliminary information from the depositary for the offer, as of the expiration of the subsequent offering period at 5:00 p.m. on July 18, 2007, Laureate stockholders had tendered 15,858,125 shares of Laureate common stock (including guaranteed deliveries) during the subsequent offering period. Combined with shares tendered during the initial offering period, a total of 46,524,370 shares of Laureate common stock were tendered pursuant to the offer, which represent approximately 89% of the outstanding shares.

        The investor group intends to exercise the "top-up" option granted pursuant to the amended and restated merger agreement among Laureate, L Curve, and Wengen Alberta, Limited Partnership pursuant to which Laureate has agreed to issue newly issued shares to L Curve or its assignee in an amount sufficient to achieve 90% ownership and permit the completion of a "short-form" merger under applicable Maryland law, without a vote of the stockholders of Laureate. Accordingly, the investor group will acquire the remaining shares of Laureate common stock through a short-form merger in which all remaining Laureate stockholders who did not tender their shares in the tender offer will receive the same $62.00 per share in cash paid in the tender offer. Stockholders will receive relevant information in the mail on how to receive payment for their shares.

        L Curve and M Curve are controlled by an investor group led by Mr. Becker. The group includes Kohlberg Kravis Roberts & Co. (KKR); Citi Private Equity; S.A.C. Capital Management, LLC; SPG Partners; Bregal Investments; Caisse de dépôt et placement du Québec; Sterling Capital; Makena Capital; Torreal SCRRS S.A.; Brenthurst Funds; Vulcan Capital; and others.

        Forward-Looking Statements:    This release includes certain forward-looking statements. Any such forward-looking statements may involve risk and uncertainties. These forward-looking statements appear throughout the release and include statements regarding the intent, belief or current expectations of L Curve Sub Inc. and M Curve Sub Inc., including statements concerning the plans of L Curve Sub Inc. and M Curve Sub Inc. with respect to the acquisition of all of the Company's common stock. Such forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the ability of L Curve Sub Inc. and M Curve Sub Inc. to control or predict. L Curve Sub Inc. and M Curve Sub Inc. undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:
Ruth Pachman/Molly Morse
Kekst and Company
(212) 521-4891/ (212) 521-4826
ruth-pachman@kekst.com/molly-morse@kekst.com




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L Curve Sub Inc. and M Curve Sub Inc. Announce Completion of the Subsequent Offering Period for Laureate Education, Inc. Tender Offer
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