0001140361-18-019586.txt : 20180425
0001140361-18-019586.hdr.sgml : 20180425
20180425173713
ACCESSION NUMBER: 0001140361-18-019586
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180423
FILED AS OF DATE: 20180425
DATE AS OF CHANGE: 20180425
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR 2006 LTD
CENTRAL INDEX KEY: 0001406895
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 18775346
BUSINESS ADDRESS:
STREET 1: C/O KKR
STREET 2: 9 WEST 57TH STREET SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR
STREET 2: 9 WEST 57TH STREET SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Associates 2006 (Overseas, Limited Partnership
CENTRAL INDEX KEY: 0001406896
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 18775347
BUSINESS ADDRESS:
STREET 1: C/O KKR
STREET 2: 9 WEST 57TH STREET SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR
STREET 2: 9 WEST 57TH STREET SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR PI-II GP LTD
CENTRAL INDEX KEY: 0001406894
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 18775348
BUSINESS ADDRESS:
STREET 1: C/O KKR
STREET 2: 9 WEST 57TH STREET SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR
STREET 2: 9 WEST 57TH STREET SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Partners II (International), LP
CENTRAL INDEX KEY: 0001406996
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 18775349
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET - SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET - SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR 2006 Fund (Overseas), Limited Partnership
CENTRAL INDEX KEY: 0001406598
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38002
FILM NUMBER: 18775350
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET - SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET - SUITE 4200
CITY: NEW YORK
STATE: NY
ZIP: 10019
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
FORM 4
X0306
4
2018-04-23
0000912766
LAUREATE EDUCATION, INC.
LAUR
0001406598
KKR 2006 Fund (Overseas), Limited Partnership
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET
NEW YORK
NY
10019
true
0001406996
KKR Partners II (International), LP
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET
NEW YORK
NY
10019
true
0001406894
KKR PI-II GP LTD
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET
NEW YORK
NY
10019
true
0001406896
KKR Associates 2006 (Overseas, Limited Partnership
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET
NEW YORK
NY
10019
true
0001406895
KKR 2006 LTD
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET
NEW YORK
NY
10019
true
Class A Common Stock
2018-04-23
4
C
0
5369375
11.72
A
8902112
I
See Footnotes
Class A Common Stock
2018-04-23
4
C
0
58805
11.72
A
97496
I
See Footnotes
Convertible Redeemable Preferred Stock, Series A
11.72
2018-04-23
4
C
0
59350
0
D
Class A Common Stock
5369375
0
I
See Footnotes
Convertible Redeemable Preferred Stock, Series A
11.72
2018-04-23
4
C
0
650
0
D
Class A Common Stock
58805
0
I
See Footnotes
On April 23, 2018, the 59,350 and 650 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P., respectively, automatically converted into 5,369,375 and 58,805 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.
KKR 2006 Fund (Overseas), Limited Partnership directly holds these securities of the Issuer.
KKR Partners II (International), L.P. directly holds these securities of the Issuer. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P.
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.
KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Fund Holdings L.P. is the sole shareholder of KKR 2006 Limited. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Exchange Act otherwise.
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Kravis and Roberts have filed a separate Form 4.
KKR Partners II (International), L.P. By: KKR PI-II GP Limited, its General Partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-04-25
KKR PI-II GP Limited By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-04-25
KKR 2006 Fund (Overseas), Limited Partnership By: KKR Associates 2006 (Overseas), Limited Partnership, its GP By: KKR 2006 Limited, its GP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-04-25
KKR Associates 2006 (Overseas), Limited Partnership By: KKR 2006 Limited, its General Partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-04-25
KKR 2006 Limited By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Director
2018-04-25