Item 1.01 Entry into a Material Definitive Agreement.
On November 17, 2022, Laureate Education, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement"), by and among the Company,
KKR 2006 Fund (Overseas), Limited Partnership ("KKR Overseas") and KKR Partners
II (International), L.P. (together with KKR Overseas, the "Selling Stockholders"
or "KKR"), and Goldman Sachs & Co. LLC, as representative of the several
underwriters named therein (the "Underwriters"), relating to an underwritten
offering (the "Secondary Offering") of 32,842,183 shares of the Company's common
stock, par value $0.004 per share ("Common Stock"), pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-255452), filed on April 23,
2021, as supplemented by the Prospectus Supplement filed on December 10, 2021.
The Secondary Offering was completed on November 22, 2022. Pursuant to the
Underwriting Agreement, the Underwriters purchased the shares from the Selling
Stockholders at a price of $9.40875 per share. The Secondary Offering also
included the Company's repurchase of 7,971,303 shares out of the 32,842,183
shares of Common Stock from the Underwriters at a price per share of $9.40875,
which is equal to the price at which the Underwriters purchased the shares from
the Selling Stockholders in the Secondary Offering. The closing of the share
repurchase occurred substantially concurrently with closing of the Secondary
Offering. The Company did not receive any proceeds from the Secondary Offering.
The description of the Underwriting Agreement is qualified in its entirety by
the terms of such agreement, which is incorporated herein by reference and
attached to this report as Exhibit 1.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Under the Amended and Restated Securityholders Agreement, dated as of
February 6, 2017, as amended on October 28, 2021 (the "Securityholders
Agreement"), by and among Wengen Alberta, Limited Partnership, the Company and
the other parties thereto, if KKR ceases to beneficially own at least 5,357,142
shares of the Company's Common Stock, then KKR no longer has the right to
designate a director of the Company and the director previously nominated by KKR
is required to resign from the Company's Board of Directors. Effective upon the
closing of the Secondary Offering, KKR ceased to beneficially own a number of
shares sufficient to maintain its director designation right. Accordingly, on
November 17, 2022, Mr. William Cornog, the director previously designated by KKR
pursuant to the Securityholders Agreement, submitted his resignation as a
director of the Company, effective as of the closing date of the Secondary
Offering, November 22, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated November 17, 2022, by and among
Laureate Education, Inc., KKR 2006 Fund (Overseas), Limited
Partnership, KKR Partners II (International), L.P. and Goldman Sachs &
Co. LLC, as representative of the several underwriters named therein.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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