0001140361-17-003813.txt : 20170131 0001140361-17-003813.hdr.sgml : 20170131 20170131205633 ACCESSION NUMBER: 0001140361-17-003813 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170131 FILED AS OF DATE: 20170131 DATE AS OF CHANGE: 20170131 ISSUER: 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: DE FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Snow Phipps Group (RPV), L.P. CENTRAL INDEX KEY: 0001696654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562818 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Snow Phipps Group (Offshore), L.P. CENTRAL INDEX KEY: 0001696660 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562819 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPG Co-Investment, L.P. CENTRAL INDEX KEY: 0001696702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562820 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPG GP, LLC CENTRAL INDEX KEY: 0001696701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 17562821 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-508-3330 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 3 1 form3.xml FORM 3 X0206 3 2017-01-31 0 0000912766 LAUREATE EDUCATION, INC. LAUR 0001696701 SPG GP, LLC 667 MADISON AVENUE 18TH FLOOR NEW YORK NY 10065 true true 0001696702 SPG Co-Investment, L.P. 667 MADISON AVENUE 18TH FLOOR NEW YORK NY 10065 true true 0001696660 Snow Phipps Group (Offshore), L.P. 667 MADISON AVENUE 18TH FLOOR NEW YORK NY 10065 true true 0001696654 Snow Phipps Group (RPV), L.P. 667 MADISON AVENUE 18TH FLOOR NEW YORK NY 10065 true true Class B Common Stock Class A Common Stock 3837 D Class B Common Stock Class A Common Stock 3552293 I See Footnotes Convertible Redeemable Preferred Stock, Series A 11.9 Class A Common Stock 1260504 I See Footnote Units in Deferred Compensation Plan Class A Common Stock 2819 I See Footnote Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Shares of Class B Common Stock are held directly by Wengen Alberta, Limited Partnership ("Wengen"). Wengen Investments Limited ("Wengen GP") is the general partner of Wengen. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The Reporting Persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP. SPG GP, LLC is the general partner of Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. (collectively with SPG GP, LLC, the "Reporting Persons"). The Reporting Persons may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests held in Wengen. Represents the beneficial ownership of the Class B Common Stock as follows: (i) Snow, Phipps Group, L.P. holds 3,231,081 shares, (ii) S.P.G. Co-Investment, L.P. holds 17,483 shares, (iii) Snow, Phipps Group (B), L.P. holds 31,040 shares, (iv) Snow, Phipps Group (Offshore), L.P. holds 104,434 shares, and (v) Snow, Phipps Group (RPV), L.P. holds 168,255 shares. The Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") is convertible into Class A Common Stock (i) at the election of the holder upon the closing of a sale of the Issuer or Wengen or when Wengen ceases to control the Issuer (an "Exit Event") or (ii) by the Issuer or the holder at any time after the initial public offering of the Issuer ("IPO") commencing on the earlier to occur of one day following the first anniversary of the IPO and the time immediately prior to the effectiveness of a registration statement filed in connection with certain offerings following the IPO and shall be automatically converted into shares of Class A Common Stock to the extent outstanding on the date that is one day following the first anniversary of the IPO, subject to an extension of such period in certain circumstances, in each case, subject to all the terms and conditions as set forth in the Certificate of Designations of the Series A Preferred Stock. The Series A Preferred Stock is redeemable at the option of the Issuer, provided that the 30 day trailing price per share of the Class A Common Stock is at or below 85% of the price per share of the Class A Common Stock in the IPO, or, following the fifth anniversary of the issue date, at the request of the holder, in each case, at a redemption price per share equal to 115% of the sum of the $1,000 issue amount per share plus any accrued and unpaid dividends and subject to all other terms and conditions as set forth in the Certificate of Designations of the Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into a number of shares of Class A Common stock equal to the $1,000 issue amount per share plus any accrued and unpaid dividends divided by a conversion price that is the lesser of $11.90 per share or 0.85 multiplied by the 30 day trailing price per share of the Class A Common Stock prior to the conversion date, provided that in no case shall the conversion price be less than $10.50, or, in connection with an Exit Event, into a number of shares of Class A Common Stock equal to the $1,000 issue amount per share plus any accrued and unpaid dividends divided by a conversion price equal to 0.85 multiplied by the implied equity value per share of Class A Common Stock at the closing of such transaction, in each case, subject to all other terms and conditions as set forth in the Certificate of Designations of the Series A Preferred Stock. Represents the beneficial ownership of the Series A Preferred Stock as follows: (i) Snow, Phipps Group, L.P. holds 1,148,739 shares, (ii) S.P.G. Co-Investment, L.P. holds 3,782 shares, (iii) Snow, Phipps Group (B), L.P. holds 11,036 shares, (iv) Snow, Phipps Group (Offshore), L.P. holds 37,129 shares, and (v) Snow, Phipps Group (RPV), L.P. holds 59,819 shares. Represents shares of Class B Common Stock of the Issuer payable under the Issuer's Deferred Compensation Plan upon Ian Snow's retirement from the Issuer's board of directors. The shares were granted to Mr. Snow in his capacity as a director of the Issuer. Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. Exhibit 99.1 - Joint Filer Information, incorporated herein by reference. /s/ SPG GP, LLC 2017-01-31 /s/ S.P.G. Co-Investment, L.P. 2017-01-31 /s/ Snow, Phipps Group (Offshore), L.P. 2017-01-31 /s/ Snow, Phipps Group (RPV), L.P. 2017-01-31 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Snow, Phipps Group, L.P.
   
Address of Joint Filer:
667 Madison Avenue, 18th Floor
 
New York, NY 10065
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Laureate Education, Inc. [LAUR]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
1/31/2017
   
Designated Filer:
SPG GP, LLC

Signature:

Snow, Phipps Group, L.P.

/s/ Ian Snow
  
Name:
Ian Snow
  
Title:
Managing Member
  

January 31, 2017
Date
 

Joint Filer Information

Name of Joint Filer:
S.P.G. Co-Investment, L.P.
   
Address of Joint Filer:
667 Madison Avenue, 18th Floor
 
New York, NY 10065
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Laureate Education, Inc. [LAUR]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
1/31/2017
   
Designated Filer:
SPG GP, LLC

Signature:

S.P.G. Co-Investment, L.P.

/s/ Ian Snow
  
Name:
    
Title:
    

January 31, 2017
Date
 

Joint Filer Information

Name of Joint Filer:
Snow, Phipps Group (B), L.P.
   
Address of Joint Filer:
667 Madison Avenue, 18th Floor
 
New York, NY 10065
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Laureate Education, Inc. [LAUR]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
1/31/2017
   
Designated Filer:
SPG GP, LLC

Signature:

Snow, Phipps Group (B), L.P.

/s/ Ian Snow
  
Name:
Ian Snow
  
Title:
Managing Member
  

January 31, 2017
Date
 

Joint Filer Information

Name of Joint Filer:
Snow, Phipps Group (Offshore), L.P.
   
Address of Joint Filer:
667 Madison Avenue, 18th Floor
 
New York, NY 10065
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Laureate Education, Inc. [LAUR]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
1/31/2017
   
Designated Filer:
SPG GP, LLC

Signature:

Snow, Phipps Group (Offshore), L.P.

/s/ Ian Snow
  
Name:
    
Title:
    

January 31, 2017
Date
 

Joint Filer Information

Name of Joint Filer:
Snow, Phipps Group (RPV), L.P.
   
Address of Joint Filer:
667 Madison Avenue, 18th Floor
 
New York, NY 10065
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Laureate Education, Inc. [LAUR]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
1/31/2017
   
Designated Filer:
SPG GP, LLC

Signature:

Snow, Phipps Group (RPV), L.P.

/s/ Ian Snow
  
Name:
Ian Snow
  
Title:
Managing Member
  

January 31, 2017
Date
 

Joint Filer Information

Name of Joint Filer:
Ian Snow
   
Address of Joint Filer:
667 Madison Avenue, 18th Floor
 
New York, NY 10065
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Laureate Education, Inc. [LAUR]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
1/31/2017
   
Designated Filer:
SPG GP, LLC

Signature:

Ian Snow
  
     
/s/ Ian Snow
  
Name:
Ian Snow
  

January 31, 2017
Date