8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 28, 2005

LAUREATE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-22844	52-1492296
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1001 Fleet Street, Baltimore, Maryland		21202
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code:   (410) 843-6100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

On November 28, 2005, Fleet Street International Universities C.V. (“Fleet Street”), a subsidiary of Laureate Education, Inc. (the “Company”), acquired a 51% interest in Universidade Anhembi Morumbi (“UAM”), an accredited university with four locations in Brazil’s largest city, São Paulo.  The acquisition was completed pursuant to a share purchase agreement dated November 28, 2005 between Fleet Street and the owners of ISCP – Sociedade Educacional S.A. (“ISCP”), the registered owner of UAM.  Total consideration paid for the 51% interest in UAM was $54 million in cash plus $15 million in the form of a note payable in three equal principal payments, plus interest based on a local inflation index, on the first three anniversaries of the closing.

Effective March 1, 2009 and annually thereafter, the minority owners of ISCP have the right to require Fleet Street to purchase an additional interest of up to 29% in ISCP for a variable purchase price based on average EBITDA for certain specified periods. Effective March 1, 2009 and annually thereafter, Fleet Street has a call right to acquire an additional interest of up to 29% in ISCP under the same methodology, subject to a minimum price calculated as if the Company had acquired such interest at the closing for the same price per share it paid for the 51% interest plus certain adjustment amounts.

Effective March 1, 2013 and annually thereafter, the minority owners of ISCP have the right to require Fleet Street to purchase their remaining interest in ISCP for a variable purchase price based on average EBITDA for certain specified periods. Effective March 1, 2013 and annually thereafter, Fleet Street has a call right to acquire the remaining interest of the minority owners under the same methodology, subject to a minimum price calculated as if the Company had acquired such interest at the closing for the same price per share it paid for the 51% interest plus certain adjustment amounts.

In connection with the closing of the transactions contemplated by the share purchase agreement, the parties also entered into certain leases dated as of November 28, 2005 with respect to UAM’s facilities and a shareholders agreement effective as of December 1, 2005 with respect to the future operation of ISCP.  On December 1, 2005, the Company issued a press release announcing the transactions contemplated by the share purchase agreement.  A copy of the press release is furnished as Exhibit 99.1 hereto.  The Company also webcast a presentation to investors on December 1, 2005.  A copy of the slides used in connection with the webcast is furnished as Exhibit 99.2 hereto.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Item 1.01 is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99.1	Press Release dated December 1, 2005.
99.2	Investor Presentation Slides.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LAUREATE EDUCATION, INC.
/s/ Rosemarie Mecca
Name:	Rosemarie Mecca
Title:	Executive Vice President and Chief Financial Officer

Date:  December 1, 2005

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated December 1, 2005.
99.2	Investor Presentation Slides.

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EX-99.1

Exhibit 99.1

Laureate Education Contacts:

Chris Symanoskie

Director, Investor Relations

(410) 843-6394

LAUREATE EDUCATION ENTERS BRAZILIAN POST-SECONDARY MARKET

Universidade Anhembi Morumbi Joins The World’s Leading International Network of Universities

BALTIMORE (December 1, 2005) — Laureate Education, Inc. (NASDAQ: LAUR), the world’s leading international provider of higher education, announced the acquisition of a 51% interest in Universidade Anhembi Morumbi, an accredited university with four locations in Brazil’s largest city, Sao Paulo.  The addition of Anhembi Morumbi to the Laureate International Universities network further extends the company’s leadership in international higher education.

Professor Gabriel Mário Rodrigues, President and Founder of Anhembi Morumbi, stated, “We are proud to select Laureate International Universities as our partner in expanding student access to our institution and bringing an even greater international perspective to our highly-regarded degree programs.  With its worldwide network of universities, Laureate brings great cultural diversity and academic opportunities to Universidade Anhembi Morumbi.”

“Additionally, Laureate’s proven track record of accelerating growth, enhancing financial performance, and reinvesting profits to fuel future growth illustrates how this alliance will create exciting new opportunities for our institution,” added Professor Rodrigues.

Founded in 1970 as a school of tourism, Anhembi Morumbi (www.anhembi.br) quickly grew into one of the leading universities in Brazil.  Several of Anhembi Morumbi’s undergraduate and graduate degree programs are ranked among the best in Brazil by Melhores Universidades, a special higher education edition of a leading Brazilian magazine.  Universidade Anhembi Morumbi currently offers degree programs in Business, Advertising, Tourism, Hospitality, Fashion, Law, Engineering, and Veterinary Medicine to over 21,500 students.

Douglas Becker, Chairman and Chief Executive Officer of Laureate Education stated, “As a highly regarded institution of higher learning, Anhembi Morumbi offers its strong academic programs and rich Brazilian culture to our network of universities in Asia, Europe and the Americas. Our partnership with Anhembi Morumbi will lead to significant growth and greater opportunities for thousands of aspiring students in Brazil and throughout the Laureate network.”

Total consideration paid for the 51% interest in Anhembi Morumbi is $54 million in cash plus $15 million in seller financing.

Brazil’s growing economy and established history of private ownership of universities make it an attractive higher education market.  With an estimated 3.9 million post-secondary students, Brazil is one of the largest post-secondary markets in the world.  Approximately 70% of Brazil’s higher education students attend private universities.

Laureate Education also announced today, the acquisition of a 45% interest in Cyprus College, one of the oldest private colleges in Cyprus.  The acquisition further strengthens the company’s successful presence in Europe and serves as a bridge to offer degree programs to students in the Eastern Mediterranean region.  Founded in 1961, Cyprus College (www.cycollege.ac.cy) offers 29 undergraduate and graduate degree programs in Business, Computer Science, Engineering and Social Sciences to more than 3,400 students.

Laureate Education now enrolls over 215,000 students through 20 universities with operations in 15 countries.

Conference Call

Laureate Education plans to hold a conference call with the financial community at 10:00 a.m. eastern time today to discuss the acquisition of Universidade Anhembi Morumbi.   Presentation materials, as well as the live and archived webcast, are available to listeners through the investor relations section of the Company’s website, www.laureate-inc.com.   Participants may access the conference call by dialing 877-704-5386 (domestic) or 913-312-1302 (international).  An audio replay will be available for five business days by dialing 888-203-1112 or 719-457-0820 with replay passcode 9547654.

About Laureate Education, Inc.

Laureate Education Inc. (NASDAQ: LAUR) is focused exclusively on providing a superior university experience to over 215,000 students through the leading global network of accredited campus-based and online universities. Addressing the rapidly growing global demand for higher education, Laureate offers a broad range of career-oriented undergraduate and graduate programs through campus-based universities located in Latin America, Europe, and Asia. Through online universities, Laureate offers the growing population of non-traditional, working-adult students the convenience and flexibility of distance learning to pursue undergraduate, master’s and doctorate degree programs in major career fields including engineering, education, business, and healthcare.  For more information, please visit our website, www.laureate-inc.com.

Forward Looking Statements

This release includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.  Any such forward-looking statements may involve risk and uncertainties.  Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those described in the forward-looking statements.

The following factors might cause such a difference:

•The Company’s operations can be materially affected by competition in its target markets and by overall market conditions, among other factors.

•The Company’s foreign operations, in particular, are subject to political, economic, legal, regulatory and currency-related risks.

Additional information regarding these risk factors and uncertainties is detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including but not limited to our most recent Forms 10-K and 10-Q, available for viewing on our website.  (To access this information on our website, www.laureate-inc.com, please click on “Investor Relations”, “SEC Filings”)

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EX-99.2

Exhibit 99.2

Searchable text section of graphics shown above

[LOGO]

[LOGO]	Universidade Anhembi Morumbi Joins Laureate International Universities
	December 1, 2005

Safe Harbor Statement

This presentation includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.  Any such forward-looking statements may involve risk and uncertainties.  Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those described in the forward-looking statements:

The following factors might cause such a difference:

•      The Company’s operations can be materially affected by competition in its target markets and by overall market conditions, among other factors.

•      The Company’s foreign operations, in particular, are subject to political, economic, legal, regulatory and currency-related risks.

Additional information regarding these risk factors and uncertainties is detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including but not limited to our most recent Forms 10-K and 10-Q, available for viewing on our website.  (To access this information on our website, please click on “Investor Relations,” “SEC Filings”).

[LOGO]

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Brazil is Largest Market in Latin America

[CHART]

University Market for Undergraduate and Graduate Enrollment

Chart Not To Scale

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[CHART]

University Market for Undergraduate and Graduate Enrollment

Chart Not To Scale

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Attractive Macroeconomic Environment

•      Strong GDP growth

•      Improving currency stability

•      Declining inflation

•      Fiscal discipline

•      Government debt reduction

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Strong Growth Potential and High Participation of Private Universities

•      Enrollments in private universities have grown 2x faster than public universities

•      Increasing participation rates will continue to drive total growth in the future

•      Ministry of Education expects participation rate increase to 30% by 2010

Millions	1998		1999		2000		2001		2002		2003		CAGR
Total Enrollment	2.1		2.4		2.7		3.0		3.5		3.9		13	%
Growth			11	%	14	%	12	%	15	%	12	%
Public	0.8		0.8		0.9		0.9		1.1		1.1		7	%
Private	1.3		1.5		1.8		2.1		2.4		2.8		16	%
Private Share	62	%	65	%	67	%	69	%	70	%	71	%
Population (18-24)	24		24		24		24		25		25
Participation Rate	9	%	10	%	11	%	12	%	14	%	16	%

Sources: MEC; INEP

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Laureate Executes Disciplined Search and Entry Strategy

•      Laureate has studied the Brazil market opportunity since 1999

•Six years understanding the market, regulations, and prospects

•As of 2005, we determined company was well prepared to enter Brazil

•      Macroeconomic improvements

•Selected right moment for entry as macroeconomic characteristics strengthened

•      Regulatory improvements

•New tax structure

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Utilized rigorous selection model with the following characteristics:

•Multiple campus platform

•Strong academic reputation

•Capable management team in place

•Sao Paulo preferred entry city

•University Status most desirable

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University Status Most Desirable

•There are 3 types of post-secondary institutions in Brazil

•University (163)

•University Center (81)

•Faculdade (1,522)

•University Status provides advantage

•Autonomy to open new campuses in home city

•Autonomy to launch new careers

•Streamlined process for new campus in same state

•New University application necessary for campuses in other states

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Introducing Universidade Anhembi Morumbi (“AM”)

[LOGO]

•Sizable and scalable platform

•Fifth largest private university in Sao Paulo market

•21,500 Students, 4 Campuses

•Average annual tuition between $3,000 -$3,500

•University Status – offers prestige and flexibility to grow

•Profitable, well-managed operation

•Strong brand and program offering

•5 largest programs (advertising, tourism, business, hotel mgt, fashion) highly ranked by Melhores Universidades

•Positioned to grow in all segments of Brazil market (full-time, technical, online, working adult)

•Respected and well-connected partner in Professor Gabriel Rodrigues, founder of Anhembi

•President of the Association of Private Post-Secondary Institutions in Brazil (ABMES)

•Strong fit and synergistic opportunities with Laureate Network

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Anhembi Morumbi has Four Strategically Located Campuses in Sao Paulo with 21,500 Students

[GRAPHIC]

1. Villa Olimpia (1970)

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• AM’s 1^st Campus

• Undergrad, Associate and Graduate Programs

• Advertising, Tourism, Business, Journalism and Marketing

2. Campus Centro (1998)

[GRAPHIC]

• AM’s Largest Campus

• Undergrad, Associate and Graduate Programs

• Tourism, Hotel Management, Advertising, Radio / TV, Business, Veterinary Medicine and Culinary Arts

3. Campus Morumbi (2002)

[GRAPHIC]

• Center of Excellence for Fashion and Graphic Design

• Undergraduate and Graduate Programs

• Fashion Design and Graphic Design

4. Campus Anhangabau (2002)

[GRAPHIC]

• Home to AM’s Administration

• Undergraduate Programs

• International Relations and Law

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Universidade Anhembi Morumbi Agreement

•51% initial purchase for $69 million

•$54 million in cash

•$15 million in 3-year local currency seller note

•Our partner, a key figure in Brazil’s higher education community, to continue involvement with AM

•AM leases real estate from the founder

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Laureate Model Produces Growth and Market Leadership

Andean Region

Enrollment:

[CHART]

Revenue in Constant Currency:

[CHART]

Mexico/Central America Region

Enrollment:

[CHART]

Revenue in Constant Currency:

[CHART]

*September 30, 2005 TTM

Includes Acquisitions

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Universidade Anhembi Morumbi Enrollment Campaigns

Investments to be made throughout 2006 in preparation for primary intake in 2007

1Q

2Q

3Q

4Q

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Brazil

*

**

Mexican Region

**

*

Andean Region

*

Spain

*

France

*

*

Hospitality

**

Online

**

*

**

*

**

**

*= Primary Enrollment

**= Secondary Enrollment

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Universidade Anhembi Morumbi Growth Initiatives

•Add new programs at existing locations

•Launch network initiatives

•Expand campus locations

•Enter new market segments

•Develop online initiatives

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Key Takeaways

•Brazil is largest market in Latin America – next engine of growth for Laureate

•Anhembi Morumbi is best platform for Laureate’s entry into Brazil – scale, status, management, brand, positioning

•Timing to enter Brazil is right – solid market growth, greater macro stability, multiple opportunities for organic and acquisitive growth

•Partner and Rector is greatly respected in education sector

•Strong fit and synergistic opportunities with Laureate Network

•2006 is key transition year to prepare for growth in 2007 and beyond

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Q&A