Laureate Education Buyout

Laureate Education (LAUR)
Management-Led Buyout
$3.7B Buyout

Summary

Buyout of higher education company

$60.50 per LAUR share; $3.8B total
Buyout led by company's CEO

LAURnews - stock chart

Announced 1.28.07

Developments

Investor presentation 3.28.07
Dismissal of shareholder litigation 6.28.07

Form 8-K

Merger complete 8.17.07

Club Deal

Consortium buyout by

Douglas L. Becker, CEO
Kohlberg Kravis Roberts & Co. (KKR)
Citigroup Private Equity
S.A.C. Capital Management, LLC
SPG Partners
Bregal Investments
Caisse de dpt et placement du Qubec
Sterling Capital
Makena Capital
Torreal S.A.
Southern Cross Capital

Increased Offer - Tender Offer

Buyers agree to increase offer

To $62.00 per share, $3.82B total
Use two-step merger to complete deal

Announced 6.04.07

Tender offer documents

Amendment #5 7.19.07

Exhibit

Amendment #4 7.09.07

Exhibit

Amendment #3 6.28.07

Amendment #2 6.26.07

Exhibits

Amendment #1 6.12.07

Exhibits

Schedule TO

Exhibits

Amendment #3 7.19.07
Amendment #2 7.09.07
Amendment #1 6.27.07

Schedule 14D-9

Letter to shareholders

Exhibits

Offer to purchase

Advisors

Financial

Special Committee: Morgan Stanley / Merrill Lynch
Sponsors: Citigroup / Goldman Sachs

Legal

LAUR: DLA Piper
Special Committee: Pillsbury Winthrop
Sponsors: Simpson Thacher / KMZ Rosenman

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.1 Definitions
1.2 Terms Generally

Article II The Merger

2.1 the Merger
2.2 Conversion of Securities
2.3 Payment of Cash for Merger Shares
2.4 Treatment of Company Equity Awards

Article III The Surviving Corporation

3.1 Articles of Incorporation
3.2 Bylaws
3.3 Directors and Officers

Article IV Company Reps

4.1 Corporate Existence and Power
4.2 Corporate Authorization
4.3 Governmental Authorization
4.4 Non-contravention
4.5 Capitalization
4.6 Company Subsidiaries and Joint Ventures
4.7 Reports and Financial Statements
4.8 Sarbanes-Oxley Compliance; Internal Controls
4.9 Undisclosed Liabilities
4.10 Disclosure Documents
4.11 Absence of Certain Changes or Events
4.12 Litigation
4.13 Taxes
4.14 ERISA
4.15 Compliance with Laws
4.16 Finders Fees
4.17 Opinion of Financial Advisors
4.18 Anti-takeover Provisions

Article V Parent and Merger Sub Reps

5.1 Corporate Existence and Power
5.2 Corporate Authorization
5.3 Governmental Authorization
5.4 Non-contravention
5.5 Disclosure Documents
5.6 Finders Fees
5.7 Financing
5.8 Equity Rollover Commitments
5.9 Merger Sub
5.10 Voting Arrangements
5.11 Compliance with Laws; Education Consents

Article VI Conduct of Business Pending the Merger

6.1 Conduct of the Company and Subsidiaries
6.2 Conduct of Parent and Merger Sub
6.3 No Control of Other Partys Business

Article VII Additional Agreements

7.1 Stockholder Meeting; Proxy Material
7.2 Reasonable Best Efforts
7.3 Access to Information
7.4 Solicitation
7.5 Director and Officer Liability
7.6 Takeover Statutes
7.7 Public Announcements
7.8 Employee Matters
7.9 Financing
7.10 Confidentiality Agreements
7.11 Management
7.12 Resignation of Directors
7.13 Notice of Current Events
7.14 Section 16 Matters

Article VIII Conditions to the Merger

8.1 Each Party
8.2 Parent and Merger Sub
8.3 Company

Article IX Termination

9.1 Termination
9.2 Termination Awards
9.3 Effect of Termination

Article X Miscellaneous

10.1 Notices
10.2 Survival of Representations and Warranties
10.3 Expenses
10.4 Amendment
10.5 Waiver
10.6 Successors and Assigns
10.7 Governing Law
10.8 Counterparts; Effectiveness; Third Party Beneficiaries
10.9 Severability
10.10 Entire Agreement
10.11 Jurisdiction
10.12 Authorship
10.13 Remedies

Proxy Solicitation / Schedule 13E-3 Filings

Shareholder meeting

Cancelled - Two-step merger used instead

Proxy statement filings

Preliminary 3.16.07
Preliminary 4.17.07
Preliminary 4.26.07
Preliminary 7.13.07

Schedule 13E-3 filings

Schedule 13E-3 3.16.07

Exhibits

Amendment #1 4.17.07

Amendment #2 4.26.07
Amendment #3 7.13.07
Amendment #4 7.19.07
Amendment #5 8.17.07

Financing

Schedule 13D

Filing

Exhibits

Amendment #1 6.08.07

Exhibits

Amendment #2 7.19.07

Exhibits

Deal Protection

No shop covenant

Merger agreement §7.4
Proxy statement disclosure

Break-up fee

$15mm, plus out-of-pocket expenses
Agreement §9.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §7.2
Proxy statement disclosure

Fairness Opinion

Morgan Stanley fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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