S-1MEF

As filed with the Securities and Exchange Commission on January 31, 2017

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Laureate Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 8200
(Primary Standard Industrial
Classification Code Number) 52-1492296
(I.R.S. Employer
Identification No.)

650 S. Exeter Street

Baltimore, Maryland 21202

(410) 843-6100

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Robert W. Zentz, Esq.

Senior Vice President, Secretary and General Counsel

Laureate Education, Inc.

650 S. Exeter Street

Baltimore, Maryland 21202

(410) 843-6100

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

With copies to:
Robert W. Smith, Jr., Esq. Michael J. Stein, Esq. DLA Piper LLP (US) 6225 Smith Avenue Baltimore, MD 21209 (410) 580-3000	Joseph H. Kaufman, Esq. David W. Azarkh, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x  333-207243

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer x
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed  Maximum Aggregate Offering Price per Share		Proposed  Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A common stock, par value $0.004 per share	6,900,000	$14.00	(2)	$96,600,000	$11,196

(1)Includes shares subject to the underwriters’ option to purchase additional shares.

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Laureate Education, Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-207243), as amended, which was declared effective by the Commission on January 31, 2017.

Exhibit No.	Description
5.1	Opinion of DLA Piper LLP (US)
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of PricewaterhouseCoopers Auditores Independentes, São Paulo, Brazil
23.3	Consent of PricewaterhouseCoopers Auditores Independentes, Porto Alegre, RS, Brazil
23.4	Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
24.1	Powers of Attorney (included on the signature page to the Registration Statement on Form S-1, as amended, filed by the Registrant on October 2, 2016 (File No. 333-207243) and incorporated by reference herein)
24.2	Power of Attorney for Tal Darmon (incorporated by reference to Exhibit 24.2 to the Registration Statement on Form S-1, as amended, filed by the Registrant with the Securities and Exchange Commision on January 10, 2017 (File No. 333-207243))

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on January 31, 2017.

LAUREATE EDUCATION, INC.
By:	/s/ Eilif Serck-Hanssen
	Name:	Eilif Serck-Hanssen
	Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 31, 2017.

SIGNATURE	TITLE	DATE
*	Chairman and Chief Executive Officer and Director (Principal Executive Officer)	January 31, 2017
Douglas L. Becker
/s/ Eilif Serck Hanssen	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	January 31, 2017
Eilif Serck-Hanssen
*	Senior Vice President, Chief Accounting Officer and Global Controller (Principal Accounting Officer)	January 31, 2017
Tal Darmon
*	Director	January 31, 2017
Brian F. Carroll
*	Director	January 31, 2017
Andrew B. Cohen
*	Director	January 31, 2017
Darren Friedmen
*	Director	January 31, 2017
John A. Miller
*	Director	January 31, 2017
George Muñoz
*	Director	January 31, 2017
Judith Rodin
*	Director	January 31, 2017
Jonathan D. Smidt
*	Director	January 31, 2017
Ian K. Snow

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*		Director	January 31, 2017
Steven M. Taslitz
*		Director	January 31, 2017
Quentin Van Doosselaere
*		Director	January 31, 2017
Robert B. Zoellick
*By:	/s/ Eilif Serck Hanssen
	Eilif Serck-Hanssen

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EX-5.1

Exhibit 5.1

DLA Piper LLP (US)
The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.dlapiper.com

T 410.580.3000
F 410.580.3001

January 31, 2017

Laureate Education, Inc.
650 S. Exeter Street
Baltimore, Maryland 21202

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (the “Company”), in connection with the referenced Registration Statement on Form S-1 (as amended and supplemented from time to time, the “Registration Statement”) initially filed by the Company on January 31, 2017 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to the offer and sale by the Company of up to an aggregate of 6,900,000 shares of the Company’s Class A common stock, par value $0.004 per share (the “Class A Common Stock”), through the consummation of an initial public offering (all such shares, the “Shares”).   We understand that the Shares in the public offering are to be sold to the underwriters for resale pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company and the representatives of the underwriters (the “Underwriting Agreement”).

As the basis for the opinions hereinafter expressed, we have examined: (i) originals, or copies certified or otherwise identified, of (a) the Registration Statement; (b) certain resolutions of the Board of Directors of the Company and the Pricing Committee of the Board of Directors of the Company; (c) the amended and restated certificate of incorporation of the Company (in the form filed as Exhibit 3.1 to the Registration Statement), the bylaws of the Company (in the form filed as Exhibit 3.2 of the Registration Statement), and the form of Underwriting Agreement (in the form filed as Exhibit 1.1 of the Registration Statement); and (d) such other records, agreements, other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion; and (ii) such statutes, including the Delaware General Corporation Law, and regulations as we have deemed necessary or advisable for the purposes of this opinion. We have not independently verified any factual matter relating to this opinion.  As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

We express no opinion other than as to the federal laws of the United States of America and the Delaware General Corporation Law (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon payment and delivery of the Shares in accordance with the applicable definitive Underwriting Agreement and other terms approved by the Pricing Committee of the Board of Directors of the Company, the Shares will be validly issued, fully paid and nonassessable.

In addition to the qualifications set forth above, the foregoing opinion is further qualified as follows:

(a) The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in the law which may hereafter occur.

(b) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is part of the Registration Statement. The giving of this consent, however, does not constitute an admission that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

DLA PIPER LLP (US)

/s/ DLA Piper LLP (US)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 25, 2016, except for the manner in which the Company classifies deferred financing costs as discussed in Note 2, as to which the date is May 20, 2016, and except for the change in composition of reportable segments as discussed in Note 6, as to which the date is December 14, 2016, and except for the reverse stock split as discussed in Note 1, as to which the date is January 31, 2017 relating to the financial statements and financial statement schedule of Laureate Education, Inc., which appears in Amendment No. 7 to the Registration Statement on Form S-1 (No. 333-207243).  We also consent to the reference to us under the heading “Experts” in Amendment No. 7 to the Registration Statement on Form S-1 (No. 333-207243).

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland
January 31, 2017

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated September 23, 2015 relating to the combined financial statements of FMU Group, which appears in Amendment No. 7 to the Registration Statement on Form S-1 (No. 333-207243).  We also consent to the reference to us under the heading “Experts” in Amendment No. 7 to the Registration Statement on Form S-1 (No.333-207243).

/s/PricewaterhouseCoopers
Auditores Independentes

Sao Paulo, Brazil

January 31, 2017

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated September 28, 2015 relating to the financial statements of Sociedade Educacional Sul-Rio-Grandense Ltda., which appears in Amendment No.  7 to the Registration Statement on Form S-1 (No. 333-207243).  We also consent to the reference to us under the heading “Experts” in Amendment No. 7 to the Registration Statement on Form S-1 (No. 333-207243).

/s/PricewaterhouseCoopers

Auditores Independentes

Porto Alegre, Brazil
January 31, 2017