LAUREATE EDUCATION, INC.

Regulatory Filings • Jun 11, 2007

SC 13E3 1 a2178354zsc13e3.htm SC 13E3

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE 13E-3*

*RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934)*

*LAUREATE EDUCATION, INC.*

(Name of the Issuer)

*Laureate Education, Inc.*

(Name of Person(s) Filing Statements)

*Common Stock, par value $.01 per share* (Title of Class of Securities)

*518613104* (CUSIP Number of Class of Securities)

*Robert W. Zentz, Esq. Senior Vice President and General Counsel Laureate Education, Inc. 1001 Fleet Street Baltimore, Maryland 21202 (410) 843-8043* (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement)

Copies to :

R.W. Smith, Jr., Esq. Jason C. Harmon, Esq. DLA Piper US LLP 6225 Smith Avenue Baltimore, MD 21209 (410) 580-3000 Robert B. Robbins, Esq. Thomas J. Plotz, Esq. Pillsbury Winthrop Shaw Pittman LLP 2300 N Street, N.W. Washington, D.C. 20037 (202) 663-8000

This statement is filed in connection with (check the appropriate box):

| o | a. | The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934. |
| --- | --- | --- |
| o | b. | The
filing of a registration statement under the Securities Act of 1933. |
| x | c. | A
tender offer. |
| o | d. | None
of the above. |

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

*Calculation of Filing Fee*

| Transaction
Valuation | Amount
of Filing Fee* |
| --- | --- |
| $3,467,009,062 | $106,438 |

| * | Calculated
solely for purposes of determining the filing fee. The calculation assumes
the purchase of 51,956,902 shares of common stock, par value $0.01 per share
(the “Shares”), at $62.00 per share. The transaction value also includes the
offer price of $62.00 multiplied by 3,962,599, the estimated number of
options to purchase Shares that are currently outstanding and exercisable
upon expiration of the Offer. |
| --- | --- |
| ** | The
filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1),
was calculated by multiplying the transaction value by 0.0000307. |
| x | Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing. |

Amount Previously Paid: $106,438 Form or Registration No.: Schedule TO-T Filing Party: L Curve Sub Inc., M Curve Sub Inc. and other filers. Date Filed: June 8, 2007

Note: Pursuant to Rule 0-11(a)(2), the amount of filing fee is offset by an amount of $102,439 that was previously paid in connection with the Preliminary Schedule 14A filed on March 16, 2007. The filing fee in the amount of $3,999 reflecting the increase in the amount of the transaction value was paid in connection with the filing of the Schedule TO-T on June 8, 2007.

ZEQ.=1,SEQ=1,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=360109,FOLIO='',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

*INTRODUCTION*

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed by Laureate Education, Inc., a Maryland corporation (“Laureate” or the “Company”), the issuer of the common stock that is subject to the Rule 13e-3 transaction. The filing person is the subject company. This Transaction Statement relates to the tender offer by L Curve Sub Inc. (“L Curve”) and M Curve Sub Inc. (“M Curve”) (together, the “Purchasers”), each a Maryland corporation and each a direct subsidiary of Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Parent”), to acquire all of the outstanding shares of common stock, par value $0.01 per share of the Company (the “Shares”), at a price of $62.00 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 8, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which together constitute the “Offer”), filed as exhibits to the Schedule TO of the Purchasers and the other parties thereto, filed with the Securities and Exchange Commission (“SEC”) on June 8, 2007 (the “Schedule TO”).

This Transaction Statement also relates to an Amended and Restated Agreement and Plan of Merger dated as of June 3, 2007 by and among Laureate, Parent and L Curve (the “Merger Agreement”). The Merger Agreement provides that, subject to the satisfaction or waiver of certain conditions, following completion of the Offer, and in accordance with the Maryland General Corporation Law, L Curve will be merged with and into Laureate (the “Merger”). Following the consummation of the Merger, Laureate will continue as the surviving corporation and will be a direct wholly-owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding Share (other than Shares that are to be canceled pursuant to the Merger Agreement or are to otherwise remain outstanding pursuant to the terms of the Merger Agreement) will be converted into the right to receive $62.00 in cash. Parent has advised the Company that immediately prior to the merger of L Curve into the Company, M Curve will merge with and into L Curve, with L Curve as the surviving corporation in that merger.

Concurrent with the filing of this Schedule 13E-3, the Company is filing a Schedule 14D-9 Solicitation and Recommendation Statement (as amended from time to time, the “Schedule 14D-9”) under Section 14(d)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in response to the Schedule TO. A copy of the Schedule 14D-9 is attached hereto as Exhibit (a)(1), a copy of the Offer to Purchase is attached as Exhibit (a)(1) to the Schedule TO and a copy of the Merger Agreement is attached as Annex A to the Offer to Purchase. The information set forth in the Schedule 14D-9, including all annexes and amendments thereto, is incorporated herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Schedule TO and Schedule 14D-9 of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Schedule TO and Schedule 14D-9, including all annexes thereto, is incorporated by reference herein, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Schedule TO and Schedule 14D-9 and the annexes thereto. All information contained in this Transaction Statement concerning the Company, Parent or the Purchasers has been provided by such person and not by any other person.

ZEQ.=1,SEQ=2,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=201702,FOLIO='',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

*TABLE OF CONTENTS*

Item 1.	Summary Term Sheet	Page — 1
Item 2.	Subject Company Information	1
Item 3.	Identity and Background of Filing
Person(s)	1
Item 4.	Terms of the Transaction	1
Item 5.	Past Contacts, Transactions, Negotiations
and Agreements	2
Item 6.	Purposes of the Transaction and Plans or
Proposals	2
Item 7.	Purposes, Alternatives, Reasons and
Effects	3
Item 8.	Fairness of the Transaction	3
Item 9.	Reports, Opinions, Appraisals and Certain
Negotiations	4
Item 10.	Source and Amounts of Funds or Other
Consideration	4
Item 11.	Interest in Securities of the Subject
Company	4
Item 12.	The Solicitation or Recommendation	5
Item 13.	Financial Information	5
Item 14.	Persons/Assets, Retained, Employed,
Compensated or Used	5
Item 15.	Additional Information	5
Item 16.	Exhibits	5
SIGNATURES		8
Exhibit Index		9

ZEQ.=1,SEQ=3,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=627451,FOLIO='',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

**Item 1. Summary Term Sheet****

*Regulation M-A Item 1001*

The information set forth in the Offer to Purchase under the caption “Summary Term Sheet” is incorporated by reference herein.

**Item 2. Subject Company Information****

*Regulation M-A Item 1002*

(a) Name and Address . The information set forth in “Item 1 – Subject Company Information” of the Schedule 14D-9 is incorporated by reference herein.

(b) Securities . The information set forth in “Item 1 – Subject Company Information” of the Schedule 14D-9 is incorporated by reference herein.

(c) Trading Market and Price . The information set forth in Sections 6 and 10 of the Offer to Purchase entitled “Price Range of Shares of the Company’s Common Stock” and “Dividends and Distributions”, respectively, is incorporated by reference herein.

(d) Dividends . The information set forth in Sections 6 and 10 of the Offer to Purchase entitled “Price Range of Shares of the Company’s Common Stock” and “Dividends and Distributions”, respectively, is incorporated by reference herein.

(e) Prior Public Offerings . None.

(f) Prior Stock Purchases . The information set forth in “Item 6 – Interest in Securities of the Company” of the Schedule 14D-9 is incorporated by reference herein.

**Item 3. Identity and Background of Filing Person(s)****

*Regulation M-A Item 1003*

(a) Name and Address . The information set forth in “Item 1 – Subject Company Information” of the Schedule 14D-9 is incorporated by reference herein. The filing person is the subject company.

(b) Business and Background of Entities . Not applicable.

(c) Business and Background of Natural Persons . The information set forth in “Information Relating to Laureate Directors and Named Executive Officers” in the Information Statement of the Company attached to the Schedule 14D-9 as Annex I (the “Schedule 14D-9 Information Statement”) is incorporated by reference herein.

**Item 4. Terms of the Transaction****

*Regulation M-A Item 1004*

(a) (1) Material Terms (Tender Offers) . The information set forth in “Item 8 — No Dissenters’ Rights” of the Schedule 14D-9 and in the “Summary Term Sheet”, “Introduction”, and Sections 1, 3, 4 and 5 of the Offer to Purchase entitled “Terms of the Offer; Expiration Date”; “Procedures for Tendering Shares of the Company’s Common Stock”; “Withdrawal Rights” and “Certain United States Federal Income Tax Considerations”, respectively, is incorporated by reference herein.

(a)(2) Material Terms (Mergers or Similar Transactions) . Not applicable.

(c) Different Terms . Not applicable.

(d) Appraisal Rights . The information set forth in “Item 8 — No Dissenters’ Rights” of the Schedule 14D-9 and the section of the Offer to Purchase entitled “Special Factors – No Dissenters’ Rights” is incorporated by reference herein.

1

ZEQ.=1,SEQ=4,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=484408,FOLIO='1',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

(e) Provisions for Unaffiliated Security Holders . Certain members of senior management have, by reason of their position as such, access to certain corporate files of the Company. There have been no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Company or any member of the Purchasers’ or to obtain counsel or appraisal services at the expense of the Company or any member of the Purchasers’.

(f) Eligibility for Listing or Trading . Not applicable.

**Item 5. Past Contacts, Transactions, Negotiations and Agreements****

*Regulation M-A 1005*

(a) Transactions . The information set forth in “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 and in “Certain Relationships and Related Transactions and Director Independence” in the Schedule 14D-9 Information Statement is incorporated by reference herein. Except as described in the Schedule 14D-9 or in the Schedule 14D-9 Information Statement, to the knowledge of the Company, as of the date of this Transaction Statement, during the past two years, there have been no transactions between the Company (or any executive officer or director of the Company) and (1) the Company or any of its affiliates that are not natural persons if the aggregate value of the transactions is more than one percent of the Company’s consolidated revenues for: (i) the fiscal year when the transaction occurred; or (ii) the past portion of the current fiscal year, if the transaction occurred in the current year; and (2) any executive officer, director or affiliate of the Company that is a natural person if the aggregate value of the transaction or series of similar transactions with that person exceeds $60,000.

(b) Significant Corporate Events . The information set forth in “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein. Except as described in the Schedule 14D-9 to the knowledge of the Company, as of the date of this Transaction Statement, during the past two years, there have been no negotiations, transactions or material contacts between the Company (including subsidiaries of the Company and any executive officer or director of the Company) and the Company or its affiliates concerning any: (1) merger; (2) consolidation; (3) acquisition; (4) tender offer for or other acquisition of any class of the Company’s securities; (5) election of the Company’s directors; or (6) sale or other transfer of a material amount of assets of the Company.

(c) Negotiations or Contacts . The information set forth in “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein. Except as described in the Schedule 14D-9, to the knowledge of the Company, as of the date of this Transaction Statement, during the past two years, there have been no negotiations or material contacts concerning the matters referred to in paragraph (b) of this section between (1) any affiliates of the Company; or (2) the Company or any of its affiliates and any person not affiliated with the Company who would have a direct interest in such matters.

(e) Agreements Involving the Subject Company’s Securities . The information set forth in “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein. Except as described in the Schedule 14D-9, to the knowledge of the Company, as of the date of this Transaction Statement, there are no agreements, arrangements or understandings, whether or not legally enforceable, between the Company (or any executive officer or director of the Company) and any other person with respect to any securities of the Company.

**Item 6. Purposes of the Transaction and Plans or Proposals****

*Regulation M-A Item 1006*

(b) Use of Securities Acquired . The information contained in the sections of the Offer to Purchase entitled “Summary Term Sheet”; “Introduction”; “Special Factors – Purposes and Reasons of the Sterling Founders and Certain Related Persons”; “Special Factors – Purposes and Reasons of Parent, Purchasers and the Sponsors”; “Special Factors – Purposes, Reasons and Plans for Laureate after the Merger”;

2

ZEQ.=1,SEQ=5,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=291817,FOLIO='2',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

“Special Factors – Certain Effects of the Offer and the Merger” and “Special Factors – The Merger Agreement” is incorporated by reference herein.

(c)(1)-(8) Plans . The information contained in the sections of the Offer to Purchase entitled “Summary Term Sheet”; “Introduction”; “Special Factors – Purposes and Reasons of the Sterling Founders and Certain Related Persons”; “Special Factors – Purposes and Reasons of Parent, Purchasers and the Sponsors”; “Special Factors – Purposes, Reasons and Plans for Laureate after the Merger”; “Special Factors – Certain Effects of the Offer and the Merger”; “Special Factors – The Merger Agreement” and Section 10 of the Offer to Purchase entitled “Dividends and Distributions” is incorporated by reference herein.

**Item 7. Purposes, Alternatives, Reasons and Effects****

*Regulation M-A Item 1013*

(a) Purposes . The information contained in the sections of the Offer to Purchase entitled “Summary Term Sheet”; “Introduction”; “Special Factors – Purposes and Reasons of the Sterling Founders and Certain Related Persons”; “Special Factors – Purposes and Reasons of Parent, Purchasers and the Sponsors”; “Special Factors – Purposes, Reasons and Plans for Laureate after the Merger” and Special Factors – “Certain Effects of the Offer and the Merger” is incorporated by reference herein.

(b) Alternatives . The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” of the Schedule 14D-9 is incorporated by reference herein.

(c) Reasons . The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” and “Item 8 – Opinions of the Special Committee’s Financial Advisors” of the Schedule 14D-9 is incorporated by reference herein.

(d) Effects . The information contained in “Item 8 – No Dissenters’ Rights” of the Schedule 14D-9 and the sections of the Offer to Purchase entitled “Summary Term Sheet”; “Introduction”; “Special Factors – Purposes, Reasons and Plans for Laureate after the Merger”; “Special Factors – Certain Effects of the Offer and the Merger”; “Special Factors – The Merger Agreement”; “Special Factors – Interests of the Company’s Directors and Executive Officers in the Offer and the Merger”; and Sections 5 and 10 of the Offer to Purchase entitled “Certain United States Federal Income Tax Considerations” and “Dividends and Distributions”, respectively, is incorporated by reference herein.

**Item 8. Fairness of the Transaction****

*Regulation M-A 1014*

(a) Fairness . The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(b) Factors Considered in Determining Fairness . The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(c) Approval of Security Holders . The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” of the Schedule 14D-9 is incorporated by reference herein.

(d) Unaffiliated Representative . An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in “Item 4 — Background of the Offer

3

ZEQ.=1,SEQ=6,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=1034972,FOLIO='3',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(e) Approval of Directors . The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” of the Schedule 14D-9 is incorporated by reference herein.

(f) Other Offers . None.

**Item 9. Reports, Opinions, Appraisals and Certain Negotiations****

*Regulation M-A Item 1015*

(a) Report, Opinion or Appraisal . The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 5 – Persons/Assets, Retained, Employed, Compensated or Used”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(b) Preparer and Summary of the Report, Opinion or Appraisal . The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(c) *A* vailability of Documents . The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of shares of the Company’s common stock or representative of the interested holder who has been so designated in writing.

**Item 10. Source and Amounts of Funds or Other Consideration****

*Regulation M-A Item 1007*

(a) Source of Funds . The information set forth in Sections 9 and 13 of the Offer to Purchase entitled “Source and Amount of Funds” and “Certain Fees and Expenses”, respectively, is incorporated by reference herein.

(b) *C* onditions . The information set forth in Sections 9 and 13 of the Offer to Purchase entitled “Source and Amount of Funds” and “Certain Fees and Expenses”, respectively, is incorporated by reference herein.

(c) Expenses . The information set forth in Sections 9 and 13 of the Offer to Purchase entitled “Source and Amount of Funds” and “Certain Fees and Expenses”, respectively, is incorporated by reference herein.

(d) Borrowed Funds . The information set forth in Sections 9 and 13 of the Offer to Purchase entitled “Source and Amount of Funds” and “Certain Fees and Expenses”, respectively, is incorporated by reference herein.

**Item 11. Interest in Securities of the Subject Company****

*Regulation M-A Item 1008*

(a) Securities Ownership . The information set forth in “Security Ownership of Certain Beneficial Owners and Management” of the Schedule 14D-9 Information Statement is incorporated by reference herein.

(b) *S* ecurities Transactions . The information set forth in “Item 6 — Interests in Securities of the Subject Company” of the Schedule 14D-9 is incorporated by reference herein.

4

ZEQ.=1,SEQ=7,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=688341,FOLIO='4',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

**Item 12. The Solicitation or Recommendation****

*Regulation M-A Item 1012*

(d) Intent to Tender or Vote in a Going-Private Transaction . The information set forth in “Item 4(c) — Intent to Tender” of the Schedule 14D-9 is incorporated by reference herein.

(e) Recommendations of Others . The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” of the Schedule 14D-9 is incorporated by reference herein.

**Item 13. Financial Information****

*Regulation M-A Item 1010*

(a) Financial Statements . The information set forth in Section 7 of the Offer to Purchase entitled “Certain Information Concerning the Company” is incorporated by reference herein. In addition, Laureate’s Consolidated Financial Statements on pages 47 through 90 of Laureate’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2006, is incorporated by reference herein.

(b) Pro Forma Information . Not applicable.

**Item 14. Persons/Assets, Retained, Employed, Compensated or Used****

*Regulation M-A Item 1009*

(a) Solicitations or Recommendations . The information set forth in “Item 5 — Persons/ Assets Retained, Employed, Compensated or Used” of the Schedule 14D-9 and in Section 13 of the Offer to Purchase entitled “Certain Fees and Expenses” is incorporated by reference herein.

(b) Employees and Corporate Assets . The information set forth in “Item 5 — Persons/ Assets Retained, Employed, Compensated or Used” of the Schedule 14D-9 and in Section 13 of the Offer to Purchase entitled “Certain Fees and Expenses” is incorporated by reference herein.

**Item 15. Additional Information****

*Regulation M-A Item 1011*

(b) Other Material Information . The information set forth in “Item 8 — Additional Information” of the Schedule 14D-9 is incorporated by reference herein.

**Item 16. Exhibits****

*Regulation M-A Item 1016*

| (a)(1) | Solicitation/Recommendation
Statement on Schedule 14D-9, filed with the Securities and Exchange
Commission (the “SEC”) on June 8, 2007 (incorporated by reference herein) |
| --- | --- |
| (a)(2) | Letter
to Stockholders of Laureate Education, Inc., dated June 8, 2007* |
| (a)(3) | Press
release issued by the Company on June 4, 2007 (incorporated by reference to
Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with
the SEC on June 4, 2007) |
| (a)(4) | Offer
to Purchase dated as of June 8, 2007 (incorporated by reference to
Exhibit (a)(1)(A) of the Schedule TO) |
| (a)(5) | Letter
of Transmittal (incorporated by reference to Exhibit (a)(1)(B) of
Schedule TO) |

5

ZEQ.=1,SEQ=8,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=779168,FOLIO='5',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

| (a)(6) | Notice
of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C)
of the Schedule TO) |
| --- | --- |
| (a)(7) | Letter
from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) of
the Schedule TO) |
| (a)(8) | Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (incorporated by reference to Exhibit (a)(1)(E) of the
Schedule TO) |
| (a)(9) | Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9
(incorporated by reference to Exhibit (a)(1)(F) of the Schedule TO) |
| (a)(10) | Summary Advertisement as published on June 8, 2007 (incorporated
by reference to Exhibit (a)(1)(G) of the Schedule TO) |
| (a)(11) | Tender Offer Instruction Form (incorporated by reference to
Exhibit (a)(1)(H) of the Schedule TO) |
| (a)(12) | Notice
to Participants in the Laureate Education, Inc. 401(k) Retirement Savings
Plan (incorporated by reference to Exhibit (a)(5)(A) of the
Schedule TO) |
| (a)(13) | Frequently Asked Questions
(“FAQ”) Regarding the Tender Offer for Laureate Education, Inc. Shares
Credited to 401(k) Plan Accounts (incorporated by reference to Exhibit (a)(5)(B)
of the Schedule TO) |
| (b)(1) | Debt
Commitment Letter, dated as of June 3, 2007, among L Curve Sub Inc., and
Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Credit
Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, JPMorgan
Chase Bank, N.A. and J.P. Morgan Securities Inc. (incorporated by reference
to Exhibit [(b)(1)] of the Schedule TO) |
| (c)(1) | Fairness
Opinion of Morgan Stanley & Co. Incorporated, dated January 28, 2007 |
| (c)(2) | Fairness
Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated
January 28, 2007 |
| (c)(3) | Presentation
of Morgan Stanley & Co. Incorporated to the Special Committee of the
Board of Directors of Laureate Education, Inc., dated January 28, 2007 |
| (c)(4) | Presentation
of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special
Committee of the Board of Directors of Laureate Education, Inc., dated
January 28, 2007 |
| (c)(5) | Fairness
Opinion of Morgan Stanley & Co. Incorporated, dated June 2, 2007 |
| (c)(6) | Fairness
Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated June
2, 2007 |
| (c)(7) | Presentation
of Morgan Stanley & Co. Incorporated to the Special Committee of the
Board of Directors of Laureate Education, Inc., dated June 2, 2007 |
| (c)(8) | Presentation
of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special
Committee of the Board of Directors of Laureate Education, Inc., dated June 2,
2007 |
| (d)(1) | Amended
and Restated Agreement and Plan of Merger, dated June 3, 2007, by and among
Laureate Education, Inc., Wengen Alberta, Limited Partnership and L Curve Sub
Inc. (incorporated by reference to the Company’s Current Report on Form 8-K
filed with the SEC on June 4, 2007) |
| (d)(2) | Rollover
Letter, dated June 3, 2007, between Douglas L. Becker and Wengen Alberta,
Limited Partnership (incorporated by reference to Exhibit (d)(2) of the Schedule
TO) |

6

ZEQ.=1,SEQ=9,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=699966,FOLIO='6',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

| (d)(3) | Amended
and Restated Interim Investors Agreement, dated June 3, 2007, by and between
Wengen Alberta, Limited Partnership and the parties listed on the signature
pages thereto (incorporated by reference to Exhibit (d)(3) of the Schedule
TO) |
| --- | --- |
| (d)(4) | Voting
Agreement, dated June 3, 2007, by and among Wengen Alberta, Limited
Partnership, Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R.
Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese
Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family
Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained
Annuity Trust No. 11 (incorporated by reference to Exhibit (d)(4)
of the Schedule TO) |
| (d)(5) | Rollover
Letter, dated June 3, 2007, between The Irrevocable BBHT II IDGT and Wengen
Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(5)
of the Schedule TO) |
| (d)(6) | Rollover
Letter, dated June 3, 2007, between Irrevocable Grantor Retained Annuity
Trust No. 11 and Wengen Alberta, Limited Partnership (incorporated by
reference to Exhibit (d)(6) of the Schedule TO) |
| (d)(7) | Rollover
Letter, dated June 3, 2007, between KJT Gift Trust and Wengen Alberta,
Limited Partnership (incorporated by reference to Exhibit (d)(7) of the Schedule
TO) |
| (d)(8) | Rollover
Letter, dated June 3, 2007, between Steven Taslitz and Wengen Alberta,
Limited Partnership (incorporated by reference to Exhibit (d)(8) of the Schedule
TO) |
| (d)(9) | Commitment
letter dated June 3, 2007, among R. Christopher Hoehn-Saric, Eric Becker,
Jill Becker and Wengen Alberta, Limited Partnership (incorporated by
reference to Exhibit (d)(9) of the Schedule TO) |
| (d)(10) | Form
of Tender (incorporated by reference to Exhibit (d)(10) of the Schedule
TO) |
| (d)(11) | Tender
Agreement, dated as of June 3, 2007, by and between Wengen Alberta, Limited
Partnership and Ackerman-Walden Limited Partnership (incorporated by
reference to Exhibit (d)(11) of the Schedule TO) |
| (d)(12) | Rollover
Letter, dated June 3, 2007, between Sterling Laureate Rollover, LP
and Wengen Alberta, Limited Partnership (incorporated by reference to
Exhibit (d)(12) to the Schedule TO) |
| (e)(1) | Form of Retention Agreement between Laureate Education, Inc. and the
Executive party thereto |
| (e)(2) | Confidentiality and Non-Disclosure Agreement dated August 17,
2006 between Laureate Education, Inc. and Sterling Capital Partners II |
| (f) | None |
| (g) | None |

*Filed herewith

7

ZEQ.=1,SEQ=10,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=628264,FOLIO='7',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

*SIGNATURES*

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

| Dated
June 8, 2007 | |
| --- | --- |
| LAUREATE EDUCATION, INC . | |
| By: | /s/
Robert W. Zentz |
| Name: | Robert
W. Zentz |
| Title: | Senior
Vice President and General Counsel |

8

ZEQ.=1,SEQ=11,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=814091,FOLIO='8',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

*Exhibit Index*

| (a)(1) | Solicitation/Recommendation
Statement on Schedule 14D-9, filed with the Securities and Exchange
Commission (the “SEC”) on June 8, 2007 (incorporated by reference herein) |
| --- | --- |
| (a)(2) | Letter
to Stockholders of Laureate Education, Inc., dated June 8, 2007 |
| (a)(3) | Press
release issued by the Company on June 4, 2007 (incorporated by reference to
Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with
the SEC on June 4, 2007) |
| (a)(4) | Offer
to Purchase dated as of June 8, 2007 (incorporated by reference to
Exhibit (a)(1)(A) of the Schedule TO) |
| (a)(5) | Letter
of Transmittal (incorporated by reference to Exhibit (a)(1)(B) of
Schedule TO) |
| (a)(6) | Notice
of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C)
of the Schedule TO) |
| (a)(7) | Letter
from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) of
the Schedule TO) |
| (a)(8) | Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (incorporated by reference to Exhibit (a)(1)(E) of the
Schedule TO) |
| (a)(9) | Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9
(incorporated by reference to Exhibit (a)(1)(F) of the Schedule TO) |
| (a)(10) | Summary Advertisement as published on June 8, 2007 (incorporated
by reference to Exhibit (a)(1)(G) of the Schedule TO) |
| (a)(11) | Tender Offer Instruction Form (incorporated by reference to
Exhibit (a)(1)(H) of the Schedule TO) |
| (a)(12) | Notice
to Participants in the Laureate Education, Inc. 401(k) Retirement
Savings Plan (incorporated by reference to Exhibit (a)(5)(A) of the
Schedule TO) |
| (a)(13) | Frequently Asked Questions
(“FAQ”) Regarding the Tender Offer for Laureate Education, Inc. Shares
Credited to 401(k) Plan Accounts (incorporated by reference to Exhibit (a)(5)(B)
of the Schedule TO) |
| (b)(1) | Debt
Commitment Letter, dated as of June 3, 2007, among L Curve Sub Inc., and
Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Credit
Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, JPMorgan
Chase Bank, N.A. and J.P. Morgan Securities Inc. (incorporated by reference
to Exhibit (b)(1) of the Schedule TO) |
| (c)(1) | Fairness
Opinion of Morgan Stanley & Co. Incorporated, dated January 28, 2007 |
| (c)(2) | Fairness
Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated
January 28, 2007 |
| (c)(3) | Presentation
of Morgan Stanley & Co. Incorporated to the Special Committee of the
Board of Directors of Laureate Education, Inc., dated January 28, 2007 |
| (c)(4) | Presentation
of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special
Committee of the Board of Directors of Laureate Education, Inc., dated
January 28, 2007 |
| (c)(5) | Fairness
Opinion of Morgan Stanley & Co. Incorporated, dated June 2, 2007 |
| (c)(6) | Fairness
Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated June
2, 2007 |
| (c)(7) | Presentation
of Morgan Stanley & Co. Incorporated to the Special Committee of the
Board of Directors of Laureate Education, Inc., dated June 2, 2007 |
| (c)(8) | Presentation
of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special
Committee of the Board of Directors of Laureate Education, Inc., dated June 2,
2007* |

9

ZEQ.=1,SEQ=12,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=446748,FOLIO='9',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007'

| (d)(1) | Amended
and Restated Agreement and Plan of Merger, dated June 3, 2007, by and among
Laureate Education, Inc., Wengen Alberta, Limited Partnership and L Curve Sub
Inc. (incorporated by reference to the Company’s Current Report on Form 8-K
filed with the SEC on June 4, 2007) |
| --- | --- |
| (d)(2) | Rollover
Letter, dated June 3, 2007, between Douglas L. Becker and Wengen Alberta,
Limited Partnership (incorporated by reference to Exhibit (d)(2) of the Schedule
TO) |
| (d)(3) | Amended
and Restated Interim Investors Agreement, dated June 3, 2007, by and between
Wengen Alberta, Limited Partnership and the parties listed on the signature
pages thereto (incorporated by reference to Exhibit (d)(3) of the Schedule
TO) |
| (d)(4) | Voting
Agreement, dated June 3, 2007, by and among Wengen Alberta, Limited
Partnership, Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R.
Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese
Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman
Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor
Retained Annuity Trust No. 11 (incorporated by reference to
Exhibit (d)(4) of the Schedule TO) |
| (d)(5) | Rollover
Letter, dated June 3, 2007, between The Irrevocable BBHT II IDGT and Wengen
Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(5)
of the Schedule TO) |
| (d)(6) | Rollover
Letter, dated June 3, 2007, between Irrevocable Grantor Retained Annuity
Trust No. 11 and Wengen Alberta, Limited Partnership (incorporated by
reference to Exhibit (d)(6) of the Schedule TO) |
| (d)(7) | Rollover
Letter, dated June 3, 2007, between KJT Gift Trust and Wengen Alberta,
Limited Partnership (incorporated by reference to Exhibit (d)(7) of the Schedule
TO) |
| (d)(8) | Rollover
Letter, dated June 3, 2007, between Steven Taslitz and Wengen Alberta,
Limited Partnership (incorporated by reference to Exhibit (d)(8) of the Schedule
TO) |
| (d)(9) | Commitment
letter dated June 3, 2007, among R. Christopher Hoehn-Saric, Eric Becker,
Jill Becker and Wengen Alberta, Limited Partnership (incorporated by
reference to Exhibit (d)(9) of the Schedule TO) |
| (d)(10) | Form
of Tender (incorporated by reference to Exhibit (d)(10) of the Schedule
TO) |
| (d)(11) | Tender
Agreement, dated as of June 3, 2007, by and between Wengen Alberta, Limited
Partnership and Ackerman-Walden Limited Partnership (incorporated by
reference to Exhibit (d)(11) of the Schedule TO) |
| (d)(12) | Rollover
Letter, dated June 3, 2007, between Sterling Laureate Rollover, LP and
Wengen Alberta, Limited Partnership (incorporated by reference to
Exhibit (d)(12) to the Schedule TO) |
| (e)(1) | Form of Retention Agreement between Laureate Education, Inc. and the
Executive party thereto |
| (e)(2) | Confidentiality and Non-Disclosure Agreement dated August 17,
2006 between Laureate Education, Inc. and Sterling Capital Partners II |
| (f) | None |
| (g) | None |

*Filed herewith

10

ZEQ.=1,SEQ=13,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1",CHK=413186,FOLIO='10',FILE="DISK132:[07ZBY1.07ZBY48001.EDGAR]SCH13E-3_48001.CHC",USER="NLUCCA",CD='Jun 8 16:25 2007' SEQ=,FILE='QUICKLINK',USER=NLUCCA,SEQ=,EFW="2178354",CP="LAUREATE EDUCATION, INC.",DN="1" TOCEXISTFLAG