Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2020, Laureate Education, Inc., a Delaware public benefit
corporation (the "Company"), and Rede Internacional de Universidades Laureate
Ltda., a Brazilian limited liability company and an indirect wholly owned
subsidiary of the Company ("Rede"), entered into a Transaction Agreement (the
"Transaction Agreement") with Ser Educacional S.A., a Brazilian publicly held
company (the "Purchaser"), and, solely for the purposes of certain provisions
thereof, José Janguiê Bezerra Diniz and certain of his family members.
Pursuant to the Transaction Agreement, the Company has agreed to sell to the
Purchaser all of the issued and outstanding equity interests of Rede, the direct
or indirect owner of the Company's Brazilian operations, in exchange for R$1.70
billion in cash (the "Cash Consideration"), subject to certain adjustments, and
101,138,369 newly issued shares of the Purchaser's common stock (the "Stock
Consideration"). Immediately following the closing of the transaction (the
"Closing"), the Company will own approximately 44% of the Purchaser's
outstanding common stock, unless the Purchaser issues additional common stock
prior to the Closing to the extent permitted under the Transaction Agreement.
The transaction value is approximately R$3.862 billion (US$724 million at the
current exchange rate and share value), including the assumption of
indebtedness, net of cash (which, as of June 30, 2020, was US$124.9 million).
The Transaction Agreement provides that, at the Closing, the board of directors
of the Purchaser will consist of nine members, two of whom will be designated by
the Company prior to the Closing with the prior written consent of Mr. José
Janguiê Bezerra Diniz (such consent not to be unreasonably withheld) to serve
for a two-year term. In addition, at the Closing, unless elected by the minority
shareholders of the Purchaser, the Purchaser's board of directors will include
up to two independent directors designated by the Purchaser with the prior
written consent of the Company (such consent not to be unreasonably withheld).
So long as the Company holds common stock of the Purchaser (including in the
form of American Depositary Shares ("ADSs")) representing, in the aggregate,
more than 7.5% of the outstanding common stock of the Purchaser (including
shares of common stock underlying ADSs), the Company may not, subject to certain
specified exceptions, vote its shares of the Purchaser common stock other than
with respect to 7.5% of the outstanding common stock of the Purchaser (including
shares of common stock underlying ADSs).
The Closing is targeted to occur toward the end of 2021 and is subject to
certain specified closing conditions, including receipt of regulatory approval,
receipt of required approvals by the Purchaser's shareholders, establishment of
a facility to issue ADSs, the listing of the ADSs on a U.S. securities exchange,
the effectiveness of registration statements to register the issuance of the
Stock Consideration and other matters under U.S. federal securities laws and
other customary closing conditions.
During the period from September 11, 2020 and continuing until 12:01 A.M. (New
York time) on October 13, 2020 (the "Go-Shop Period"), the Company has the right
to, among other things, (i) initiate, solicit, facilitate and encourage any
inquiry or the making of any proposal or offer that constitutes, or could
reasonably be expected to lead to, a Company Competing Proposal (as defined in
the Transaction Agreement), (ii) subject to certain specified requirements,
provide information (including non-public information) regarding the Company to
any persons relating to a potential Company Competing Proposal and (iii) engage
in discussions or negotiations with any persons that are party to an acceptable
confidentiality agreement with respect to any Company Competing Proposals (or
inquiries, proposals or offers or other efforts that constitute, or could
reasonably be expected to lead to, a Company Competing Proposal). After the
expiration of the Go-Shop Period, the Company will be restricted from, among
other things, soliciting or participating in any discussions or negotiations
with, and from providing any information to or entering into any agreement with,
any person concerning any Company Competing Proposal.
The Company is permitted to terminate the Transaction Agreement under certain
specified circumstances, including in order to enter into a definitive agreement
with respect to a Superior Proposal (as defined in the Transaction Agreement),
subject to complying with the requirements of the Transaction Agreement,
including notifying the Purchaser of such Superior Proposal no later than two
business days after the expiration of the Go-Shop Period and providing the
Purchaser the right to negotiate with the Company for a period of up to ten
business days to make adjustments to the terms of the Transaction Agreement
proposed by the Purchaser in writing so that such proposal would cease to be a
Superior Proposal.
Upon termination of the Transaction Agreement by the Company in order to enter
into a definitive agreement with respect to a Superior Proposal, the Company
will be obligated to pay the Purchaser, in the aggregate, a R$180 million
termination fee. In addition, under certain specified circumstances, each party
will be required to pay the other party a termination fee of R$400 million.
As of June 30, 2020, the carrying value of the Company's Brazil operations was
approximately US$396 million. In addition, as previously disclosed, as of June
30, 2020, the Company has recorded within stockholders' equity, as a component
of accumulated other comprehensive income, approximately US$488 million of
accumulated foreign currency translation (FX) losses associated with the Brazil
operations. During the third quarter of 2020, the Company expects to classify
the Brazil operations as held-for-sale and these FX losses will be included as
part of the carrying value of that business when evaluating it for potential
impairment.
For the 12-month period ended June 30, 2020, the Brazil operations collectively
had approximately US$473.6 million in revenue, US$10.0 million in operating
income (which included US$3.3 million in impairment charges, US$34.3 million in
Excellence-in-Process expenses1 and US$0.6 million in share-based compensation
expense) and US$28.2 million in depreciation and amortization and, as of June
30, 2020, collectively had approximately 267,400 students.
Forward-Looking Statements
This Current Report on Form 8-K includes certain disclosures which contain
"forward-looking statements" within the meaning of the U.S. federal securities
laws, which involve risks and uncertainties. You can identify forward-looking
statements because they often contain words such as "subject to," "expect" or
similar expressions that concern the Transaction Agreement and the transaction
contemplated by the Transaction Agreement. Any statement that we make relating
to the Closing is a forward-looking statement. Forward-looking statements are
based on the Company's current expectations and assumptions. Because
forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that may differ materially
from those contemplated by the forward-looking statements, which are neither
statements of historical fact nor guarantees or assurances of future
performance. These uncertainties, risks and changes in circumstances include the
risks and uncertainties inherent in the transaction contemplated by the
Transaction Agreement and in our business, including, without limitation: the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Transaction Agreement; the risk that the conditions to
the Closing are not satisfied; and the risk that such transaction will not be
consummated within the expected time period or at all. Other important factors
that could cause actual results to differ materially from the Company's
expectations are set forth under the caption "Risk Factors" in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as
updated in the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2020 and June 30, 2020. The Company is under no obligation to (and
specifically disclaims any such obligation to) update or alter its
forward-looking statements, whether as a result of new information, future
events or otherwise.
1Excellence-in-Process ("EiP") implementation expenses are related to an
enterprise-wide initiative to optimize and standardize the Company's processes,
creating vertical integration of procurement, information technology, finance,
accounting and human resources. It included the establishment of regional shared
services organizations around the world, as well as improvements to the
Company's system of internal controls over financial reporting. The EiP
initiative also includes other back- and mid-office areas, as well as certain
student-facing activities, expenses associated with streamlining the
organizational structure and certain non-recurring costs incurred in connection
with the planned and completed dispositions. Beginning in the third quarter of
2019, EiP also includes expenses associated with an enterprise-wide program
aimed at revenue growth.
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