Filing Details
- Accession Number:
- 0001567619-18-006447
- Form Type:
- 13D Filing
- Publication Date:
- 2018-11-15 16:14:09
- Filed By:
- Wengen Alberta, Lp
- Company:
- Laureate Education Inc. (NASDAQ:LAUR)
- Filing Date:
- 2018-11-15
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Wengen Alberta, Limited Partnership | 0 | 126,189,616 | 0 | 126,189,616 | 126,189,616 | 57.9% |
| Wengen Investments Limited | 0 | 126,189,616 | 0 | 126,189,616 | 126,189,616 | 57.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Laureate Education, Inc. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.004 per share |
| (Title of Class of Securities) |
| 518613203 |
| (CUSIP Number) |
William L. Cornog
c/o Wengen Alberta, Limited Partnership
c/o Laureate Education, Inc.
650 South Exeter Street
Baltimore, Maryland 21202
with a copy to:
Mark D. Wood, Esq.
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, Illinois 60661
| Telephone: (312) 902-5493 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| November 13, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 518613203 | 13D |
| 1 | NAME OF REPORTING PERSON | | | ||
| Wengen Alberta, Limited Partnership | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Alberta, Canada | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 126,189,616* | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 126,189,616* | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 126,189,616* | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 57.9%* | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
*See Item 5.
| CUSIP No. 518613203 | 13D |
| 1 | NAME OF REPORTING PERSON | | | ||
| Wengen Investments Limited | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 126,189,616* | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 126,189,616* | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 126,189,616* | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 57.9%* | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
*See Item 5.
| CUSIP No. 518613203 | 13D |
Explanatory Note
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the shares of Class A common stock, par value $0.004 per share (the “Class A Common Stock”), of Laureate Education, Inc., a Delaware public benefit corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by Wengen Alberta, Limited Partnership (“Wengen”) and Wengen Investments Limited (collectively, the “Reporting
Persons”) with the Securities and Exchange Commission (the “SEC”) on February 16, 2017, as amended by Amendment No. 1 to such Schedule 13D filed on April 25, 2018, (as
so amended, the “Statement”). This Amendment No. 2 is being filed by the Reporting Persons to
report the participation of Wengen in an underwritten offering of the Issuer’s Class A Common Stock and related matters. Except as specifically provided herein, this
Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Statement is hereby amended by adding the following:
On November 13, 2018, the Issuer commenced a secondary public offering (the “November 2018
Offering”) of 12,250,000 shares of Class A Common Stock on behalf of Wengen as the sole selling stockholder (plus an additional 1,837,500 shares of Class A Common Stock subject to the Over-allotment Option (as defined below)),
pursuant to a preliminary prospectus supplement filed by the Issuer with the SEC on November 13, 2018, (the “Supplement”) under the Issuer’s registration statement on
Form S-3 (File No. 333-224405). Wengen expects to enter into an underwriting agreement with Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and BMO Capital Markets Corp. as representatives of the several underwriters (collectively, the
“Underwriters”), in connection with the November 2018 Offering. Wengen expects the underwriting agreement to provide the Underwriters with a 30-day option to purchase
1,837,500 additional shares of Class A Common Stock from Wengen, to cover over-allotments (the “Over-allotment Option”).
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (b) of the Statement are hereby amended and restated to read as follows:
The information set forth in Items 2, 3 and 6 of this Statement and the cover pages of this Statement is hereby incorporated by reference into this Item 5.
(a) and (b). The Reporting Persons may be deemed to beneficially own an aggregate of 126,189,616 shares of Class A Common Stock, which represents, in the
aggregate, approximately 57.9% of the outstanding shares of the Issuer’s Class A Common Stock, calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, (the “Exchange Act”), as a result of Wengen’s ownership of 126,189,616 shares
of Class B Common Stock, which are convertible by Wengen on a one-for-one basis into shares of Class A Common Stock at the discretion of Wengen GP or upon transfer, subject to the terms of the Issuer’s Amended and Restated Certificate of
Incorporation.
| CUSIP No. 518613203 | 13D |
Pursuant to the provisions of the Wengen Securityholders Agreement (defined below), Wengen GP will vote the shares of Common Stock owned by Wengen in
certain matters, including in the election of certain directors, at the discretion of Wengen GP, and with respect to voting on certain matters and disposition of such securities, subject to certain limitations, such powers will be exercised by
Wengen GP at the direction of each underlying investor in Wengen, in each case, with respect to a number of shares representing its pro rata interest in Wengen.
The above does not include additional shares of Class B Common Stock owned by employees, directors and former employees and directors of the Issuer over
which Wengen has been granted a voting proxy (but no rights with respect to conversion of such shares of Class B Common Stock into shares of Class A Common Stock) pursuant to Management Stockholders Agreements, further described in Item 6. As set
forth in the Supplement, an aggregate of 589,830 shares of Class B Common Stock was subject to such voting proxy as of September 30, 2018.
The aggregate percentage of beneficial ownership in this Statement for purposes of calculations under Rule 13d-3 is based on an aggregate of 217,843,833
shares of Class A Common Stock, which includes (1) 91,654,217 shares of Class A Common Stock outstanding as of September 30, 2018, as set forth in the Supplement and (2) 126,189,616 shares of Class A Common Stock that Wengen may acquire upon the
conversion of the Class B Common Stock owned by Wengen. The aggregate number of shares of the Issuer’s Class A Common Stock beneficially owned by the Reporting Persons as reported herein does not include any shares of Class A Common Stock which
may be received by holders of Class B Common Stock subject to proxies given by current and former directors and employees to Wengen to vote their shares of Class B Common Stock pursuant to the Management Stockholders Agreements as described
elsewhere in this Statement.
The filing of this Statement shall not be construed as an admission that either Wengen or Wengen GP is the beneficial owner of any securities covered by
this Statement.
The Wengen Investors and certain of their affiliates have separately made Schedule 13D filings reporting their beneficial ownership of shares of Class A
Common Stock.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended by adding the following:
In connection with the November 2018 Offering, on November 13, 2018 Wengen entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the
representatives of the Underwriters. The Lock-Up Agreement provides that Wengen will not offer, sell, contract to sell, pledge or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or securities
convertible into or exchangeable or exercisable for any shares of Class A Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of Class A Common Stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior
written consent of the representatives of the Underwriters, for a period of 90 days after the date of the final prospectus supplement used to sell securities in the November 2018 Offering (subject to certain exceptions and termination provisions
specified in the Lock-Up Agreement).
| CUSIP No. 518613203 | 13D |
The description of the Lock-Up Agreement set forth above in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the
full text of such document, which is included as Exhibit J to this Schedule 13D and is incorporated herein by reference.
| Item7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:
| Lock-Up Agreement dated November 13, 2018. |
| CUSIP No. 518613203 | 13D |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
| Dated: November 15, 2018 | ||
| WENGEN ALBERTA, LIMITED PARTNERSHIP | ||
| By: | Wengen Investments Limited, its general partner | |
| By: | /s/ Steven M. Taslitz | |
| Name: | Steven M. Taslitz | |
| Title: | Director | |
| WENGEN INVESTMENTS LIMITED | ||
| By: | /s/ Steven M. Taslitz | |
| Name: | Steven M. Taslitz | |
| Title: | Director | |
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