0001140361-18-019580.txt : 20180425 0001140361-18-019580.hdr.sgml : 20180425 20180425172503 ACCESSION NUMBER: 0001140361-18-019580 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180423 FILED AS OF DATE: 20180425 DATE AS OF CHANGE: 20180425 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 18775248 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, L.P. CENTRAL INDEX KEY: 0001696790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 18775247 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 (B), L.P. CENTRAL INDEX KEY: 0001696783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 18775243 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 18775246 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 (RPV), L.P. CENTRAL INDEX KEY: 0001696654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 18775244 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38002 FILM NUMBER: 18775245 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 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 4 1 form4.xml X0306 4 2018-04-23 0000912766 LAUREATE EDUCATION, INC. LAUR 0001696701 SPG GP, LLC 667 MADISON AVENUE 18TH FLOOR NEW YORK NY 10065 true true 0001696790 Snow Phipps Group, L.P. 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 0001696783 Snow Phipps Group (B), L.P. 667 MADISON AVENUE 18TH FLOOR NEW YORK NY 10065 true true Class A Common Stock 2018-04-23 4 A 0 1357042 11.72 A 1357042 I See Footnotes Convertible Redeemable Preferred Stock, Series A 11.72 2018-04-23 4 D 0 0 0 D Class A Common Stock 1260504 0 I See Footnotes On April 23, 2018, the 13,700, 45, 131, 442, and 712 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72. SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). Represents the beneficial ownership of the Class A Common Stock as follows: (i) Snow Phipps Group, L.P. holds 1,236,719 shares, (ii) SPG Co-Investment, L.P. holds 4,071 shares, (iii) Snow Phipps Group (B), L.P. holds 11,880 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 39,972 shares, and (v) Snow Phipps Group (RPV), L.P. holds 64,400 shares. Each of the Reporting Persons disclaims 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. The Series A Preferred Stock was convertible into Class A Common Stock, among other things, at the option of the Issuer or the holder at any time commencing one day following the first anniversary of the initial public offering of the Issuer and automatically following such date in connection with the effectiveness of a registration statement that permits holders of Series A Preferred Stock to sell the underlying Class A Common Stock received upon conversion, 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 "Certificate of Designations"), and was redeemable at the option of the Issuer upon certain circumstances set forth in the Certificate of Designations. Each share of Series A Preferred Stock was 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 would the conversion price be less than $10.50, or, in connection with certain events related to a change in control of the Issuer or Wengen Alberta, Limited Partnership (the majority shareholder of the Issuer), 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. Dividends on the Series A Preferred Stock accrued at a rate of 10% per annum, payable quarterly at the Issuer's sole option, in cash or through an increase in the liquidation preference. Dividends accrued on the Series A Preferred Stock for each of the first two quarters following the issue date and for the period from the most recent dividend payment date through the conversion date, resulting in an increase in the Series A Preferred Stock liquidation preference. SPG GP, LLC, By: /s/ Ian Snow Title: Managing Member 2018-04-25 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):
4/23/2018
   
Designated Filer:
SPG GP, LLC

Signature:

Snow, Phipps Group, L.P.
          
By: /s/ Ian Snow
 
Name:
Ian Snow
 
Title:
Managing Member

Dated: April 25, 2018
 

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):
4/23/2018
   
Designated Filer:
SPG GP, LLC

Signature:

S.P.G. Co-Investment, L.P.  
 
By: /s/ Ian Snow
 
Name:
Ian Snow
 
Title:
Managing Member

Dated: April 25, 2018
 
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):
4/23/2018
   
Designated Filer:
SPG GP, LLC

Signature:

Snow, Phipps Group (B), L.P.
          
By: /s/ Ian Snow
 
Name:
Ian Snow
 
Title:
Managing Member
 
Dated: April 25, 2018
 
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):
4/23/2018
   
Designated Filer:
SPG GP, LLC

Signature:

Snow, Phipps Group (Offshore), L.P.
 
By: /s/ Ian Snow
 
Name:
Ian Snow
 
Title:
Managing Member
 
Dated: April 25, 2018
 
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):
4/23/2018
   
Designated Filer:
SPG GP, LLC

Signature:

Snow, Phipps Group (RPV), L.P.
          
By: /s/ Ian Snow
 
Name:
Ian Snow
 
Title:
Managing Member
 
Dated: April 25, 2018