UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Michelle S. Riley

Bregal Investments, Inc.

277 Park Avenue

29th Floor, Suite B

New York, NY 10172

(212) 704-3000

 

Copy to:

 

Mark E. Thierfelder

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

 

 

 

* See Item 5.

 

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* See Item 5.

 

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This Amendment No. 2 to Schedule 13D hereby amends Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2017 on behalf of Bregal Europe Co-Investment Limited Partnership, a limited partnership organized in Scotland (“Bregal LP”) and Bregal General Partner Jersey Limited, a corporation organized in Jersey (“Bregal GP” and, together with Bregal LP, the “Reporting Persons”) with respect to shares Class A common stock, $0.004 par value per share (“Class A Common Stock”), of Laureate Education, Inc., a Delaware public benefit corporation, as amended by Amendment No. 1 to such Schedule 13D filed on April 25, 2018 (the “Schedule 13D”).  This Amendment No. 2 is being filed to report the participation of Wengen Alberta, Limited Partnership (“Wengen”) in an underwritten offering of the 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 and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.

 

Item 4.                                                 Purpose of Transaction

 

Item 4 of the Schedule 13D 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 Schedule 13D are hereby amended and restated to read as follows:

 

The information set forth in Items 2, 3 and 6 of the Schedule 13D and the cover pages of the Schedule 13D 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 Class A Common Stock, calculated pursuant to Rule 13d-3 of 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.

 

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 Stockholder’s Agreements, further described in Item 6. As set forth in the Supplement,

 

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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 Schedule 13D 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 Schedule 13D.

 

The filing of this Schedule 13D shall not be construed as an admission that either Reporting Person is the beneficial owner of any securities covered by this Schedule 13D.

 

Wengen, the other Wengen Investors and certain of their affiliates will separately make Schedule 13D filings reporting their beneficial ownership of shares of Class A Common Stock.

 

None of the GP Directors beneficially owns any 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).

 

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 statement and is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

 

J.                                        Lock-Up Agreement dated November 13, 2018.

 

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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.

 

	BREGAL EUROPE CO-INVESTMENT LIMITED PARTNERSHIP
	By: BREGAL GENERAL PARTNER JERSEY LIMITED, its General Partner
	By:	/s/ Colin James Dow / /s/ Paul Andrew Bradshaw
		Name:	Colin James Dow / Paul Andrew Bradshaw
		Title:	Directors
	BREGAL GENERAL PARTNER JERSEY LIMITED
	By:	/s/ Colin James Dow / Paul Andrew Bradshaw
		Name:	Colin James Dow / Paul Andrew Bradshaw
		Title:	Directors

 

Dated: November 19, 2018

 

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Exhibit J

 

LOCK-UP LETTER AGREEMENT

 

November 13, 2018

 

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

 

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

 

BMO Capital Markets Corp.

3 Times Square

New York, New York 10036

 

As Representatives of the Several Underwriters

 

Dear Sirs:

 

As an inducement to the underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”) with Laureate Education, Inc. (including any successor (by merger or otherwise) thereto) (the “Company”) and the Selling Securityholders listed on Schedule A to the Underwriting Agreement, providing for the public offering (the “Public Offering”) of the Class A common stock, par value $0.004 per share (the “Securities”), of the Company (the “Offered Securities”) by the Selling Securityholders, the undersigned hereby agrees that, during the period specified below (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise transfer or dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which 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 the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and BMO Capital Markets Corp. (together, the “Representatives”).  In addition, the undersigned agrees that, without the prior written consent of the Representatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities; provided that the undersigned may make a demand under any registration rights agreement with the Company in effect on the date of the Underwriting Agreement and described in the Registration Statement for, and exercise its rights under any such registration rights agreement with respect to, the registration after the expiration of the Lock-Up Period of the Securities that does not require the filing of a registration statement or any public announcement or activity regarding the registration during the Lock-Up Period (and no such public announcement or activity shall be voluntarily made or taken during the Lock-Up Period).

 

The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until, and include, the date 90 days after the public offering date set forth on the final prospectus used to sell the Offered Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement.

 

Any Securities received upon the exercise of options or other convertible or exchangeable securities granted or sold to the undersigned will also be subject to this Lock-Up Agreement.  Any Securities acquired by the undersigned in the Public Offering or on the open market will not be subject to this Lock-Up Agreement; provided that, with respect to any sale or other disposition during the Lock-Up Period of Securities acquired in the Public Offering or on the open market, no filing or public announcement by any party thereto under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise shall be required or shall be voluntarily made in connection with such sale or disposition (other than filings on a Form 5 made after the expiration of the Lock-Up Period).  A transfer of Securities to a

 

 

family member or trust or pursuant to a bona fide gift may be made; provided (i) the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer, (ii) such transfer shall not involve a disposition for value and (iii) no filing or public announcement by any party (donor, donee, transferor or transferee) under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than filings on Form 4 or Form 5 and filings on a Form 13F, Schedule 13G, Schedule 13D, Form N-CSR or Form N-Q; provided that any such filings shall indicate that such filing relates to the transfer of Securities to a family member or trust or pursuant to a bona fide gift). In addition, the first paragraph of this Lock-Up Agreement shall not apply to: (a) the vesting of restricted equity awards or the exercise of equity options granted at any time, in each case, pursuant to any of the equity incentive plans or arrangements of the Company that are described in the Company’s registration statement relating to the Securities (as such registration statement and the information contained therein may be amended or supplemented from time to time (including by way of free writing prospectus), the “Registration Statement”); provided that the applicable restrictions of this Lock-Up Agreement shall apply to any securities received upon exercise of any such options, (b) forfeiting or transferring to the Company the Securities or any securities convertible into or exchangeable for the Securities: (1) pursuant to the exercise, on a “cashless” or “net exercise” basis, of any option to purchase Securities granted by the Company pursuant to any employee benefit plan, employee agreement or other or arrangement described in the Registration Statement, where any Securities received by the undersigned upon any such exercise will be subject to the terms of this Lock-Up Agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Securities or the vesting of any equity awards granted by the Company pursuant to any employee benefit plan, employee arrangement or other arrangement described in the Registration Statement, where any Securities received by the undersigned upon any such exercise or vesting will be subject to the terms of this Lock-Up Agreement; provided that any related filing under Section 16(a) of the Exchange Act required to be made during the Lock-Up Period shall indicate that such filing is being made in connection with a disposition to the Company pursuant to the exercise of an option on a “cashless” or “net exercise” basis or to satisfy tax withholding requirements, as applicable, (c) transfers to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, transfers of the Securities or any securities convertible into or exercisable or exchangeable for the Securities (1) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the undersigned or (2) as part of a disposition, transfer or distribution by the undersigned to its members, limited partners or equity holders; provided that, in the case of any transfer or distribution pursuant to clauses (c) or (d), (x) each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement prior to any such transfer, disposition or distribution, (y) any such transfer or distribution shall not involve a disposition for value and (z) no filing or public announcement under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than filings on Form 4 or Form 5 and filings on a Form 13F, Schedule 13G, Schedule 13D, Form N-CSR or Form N-Q; provided that any such filings shall indicate that such filing relates to the transfer or distribution not for value of Securities or any securities convertible into or exercisable or exchangeable for the Securities (1) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the undersigned or (2) as part of a disposition, transfer or distribution by the undersigned to its members, limited partners or equity holders) and (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Securities; provided that (1) such plan does not provide for the transfer of the Securities during the Lock-Up Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of the Securities may be made under such plan during the Lock-Up Period.

 

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.

 

This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.  This Lock-Up Agreement shall automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder upon the earliest to occur, if any, of (i) the date on which the Company or the Representatives advise in writing that it or they, respectively, have determined not to proceed with the Public Offering prior to the execution of the Underwriting Agreement, (ii) as to a particular Selling Securityholder, the date on which such Selling Securityholder advises in writing that it has determined not to participate in the Public Offering prior to the execution of the Underwriting Agreement and, then, only as to such Selling Securityholder, (iii) the date on which the Company files an application with the U.S. Securities and Exchange Commission to withdraw the registration statement related to the Public Offering, (iv) the date on which the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Offered

 

 

Securities to be sold thereunder, or (v) December 31, 2018, if the Underwriting Agreement has not been executed by such date.

 

This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

	Very truly yours,
	/s/ Steven M. Taslitz
	Wengen Alberta, Limited Partnership
	By:	Steven M. Taslitz
	Title:	Director