UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934

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Preliminary Information Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

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Definitive Information Statement

Laureate Education, Inc.

(Name of Registrant as Specified in Its Charter)

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Title of each class of securities to which transaction applies:

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Laureate Education, Inc.
650 South Exeter Street
Baltimore, Maryland 21202

NOTICE OF WRITTEN CONSENT
AND
INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

This notice of written consent and information statement is being furnished to the stockholders of Laureate Education, Inc., a Delaware public benefit corporation(“Laureate”), in connection with the Membership Interest Purchase Agreement, dated as of September 11, 2020, by and among Adtalem Global Education Inc., a Delaware corporation (“Adtalem”) and Laureate (the “Purchase Agreement”), a copy of which is attached as Annex A to this information statement. Pursuant to the terms, and subject to the conditions, of the Purchase Agreement, Laureate agreed to sell all of the issued and outstanding limited liability company interests of Walden e-Learning, LLC, a Delaware limited liability company (“Walden”) and a wholly owned subsidiary of Laureate, to Adtalem (the “Contemplated Transaction”) for an aggregate base consideration of $1,480,000,000, subject to certain adjustments as set forth in the Purchase Agreement (the “Transaction Consideration”), all as described in the attached information statement. The proceeds from the Contemplated Transaction are payable solely to Laureate. You, as a common stockholder, will not receive any Transaction Consideration directly if the Contemplated Transaction is consummated.

On January 27, 2020, Laureate issued a press release in which it announced that (i) Laureate’s board of directors (the “Board”) had authorized Laureate to explore strategic alternatives for each of its businesses in order to maximize stockholder value (the “Strategic Alternative Process”) and (ii) as part of the Strategic Alternative Process, Laureate sought to evaluate all potential options for its businesses, including sales, spin-offs or business combinations.

On September 10, 2020, after consideration of and balancing the pecuniary interests of the stockholders of Laureate, those materially affected by Laureate’s conduct and the specific public benefits identified in Laureate’s amended and restated certificate of incorporation (the “Certificate of Incorporation”), the Board unanimously (i) determined that the Purchase Agreement and the consummation of the Contemplated Transaction are in the best interests of Laureate, Laureate’s stockholders, those materially affected by Laureate’s conduct and the specific public benefits identified in the Certificate of Incorporation, (ii) approved and adopted in all respects the Purchase Agreement and the Contemplated Transaction, (iii) determined that the Contemplated Transaction, taken together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, constituted a sale of substantially all of Laureate’s assets under Section 271 of the Delaware General Corporation Law (the “DGCL”), (iv) resolved that that the Contemplated Transaction, taken together with the aforementioned asset sales, and the Purchase Agreement be submitted to the stockholders of Laureate for approval, adoption and ratification thereof pursuant to Section 271 of the DGCL, (v) resolved to recommend that the stockholders of Laureate approve, adopt and ratify the Contemplated Transaction, taken together with the aforementioned asset sales, and the Purchase Agreement pursuant to a written consent in lieu of a meeting of the stockholders, and (vi) approved and authorized in all respects the approval, adoption and ratification of the Contemplated Transaction, taken together with the aforementioned asset sales, and the Purchase Agreement by stockholders of Laureate pursuant to a written consent in lieu of a meeting of the stockholders holding a majority of the voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting as a single class.

Under Section 271 of the DGCL and our organizational documents, the approval of the Contemplated Transaction, taken together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, required approval by the

holders of a majority of the voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class.

On September 11, 2020, prior to the execution and delivery of the Purchase Agreement, Wengen Alberta, Limited Partnership (“Wengen”) and certain investment funds and other investors affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P. and Snow Phipps Group, LLC, being the holders of a number of shares of Class A common stock and Class B common stock constituting a majority in voting power of the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class, executed and delivered a written consent (the “Written Consent”), irrevocably approving the Purchase Agreement (as it may be amended from time to time), the ancillary documents and the transactions contemplated thereby, and the Contemplated Transaction, together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, for purposes of Section 271 of the DGCL. The Written Consent became effective (a) immediately after the effectiveness of the approval by the Board of the Purchase Agreement and of the Written Consent; and (b) prior to the execution of the Purchase Agreement, in accordance with Section 228(c) of the DGCL. As a result, no further action by any Laureate stockholder is required under applicable law or under the Purchase Agreement (or otherwise) to adopt the Purchase Agreement or approve the Contemplated Transaction, and Laureate will not be soliciting your vote for or consent to the adoption of the Purchase Agreement or the approval of the Contemplated Transaction and will not call a stockholders’ meeting for purposes of voting on the adoption of the Purchase Agreement or the approval of the Contemplated Transaction. This notice and the accompanying information statement shall constitute notice from Laureate to you of the Written Consent contemplated by Section 228(e) of the DGCL.

BY ORDER OF THE BOARD OF DIRECTORS,

Kenneth W. Freeman
Chairman of the Board of Directors Eilif Serck-Hanssen
President and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Contemplated Transaction, passed upon the fairness of the Contemplated Transaction or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated November 20, 2020 and is first being mailed to stockholders on or about November 23, 2020.

TABLE OF CONTENTS

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SUMMARY	​	1
The Parties to the Purchase Agreement	​	2
The Contemplated Transaction	​	3
Reasons for the Contemplated Transaction	​	3
Required Stockholder Approval for the Contemplated Transaction	​	3
Use of Proceeds	​	4
Opinion of Goldman Sachs & Co. LLC	​	4
Financing	​	4
The Purchase Agreement	​	5
Interests of Our Directors and Executive Officers in the Contemplated Transaction	​	7
United States Federal Income Tax Consequences of the Contemplated Transaction	​	7
Educational and Regulatory Approvals	​	7
QUESTIONS AND ANSWERS ABOUT THE CONTEMPLATED TRANSACTION	​	9
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	​	11
THE PARTIES TO THE PURCHASE AGREEMENT	​	13
THE CONTEMPLATED TRANSACTION	​	14
Background of the Contemplated Transaction	​	14
Reasons for the Contemplated Transaction	​	31
Required Stockholder Approval for the Contemplated Transaction	​	35
Use of Proceeds	​	35
Opinion of Goldman Sachs & Co. LLC	​	35
Walden Forecasts	​	41
Financing	​	43
Interests of our Directors and Executive Officers in the Contemplated Transaction	​	43
Material United States Federal Income Tax Consequences of the Contemplated Transaction	​	48
Accounting Treatment	​	48
Educational and Regulatory Approvals	​	48
THE PURCHASE AGREEMENT	​	50
Explanatory Note Regarding the Purchase Agreement	​	50
Representations and Warranties	​	51
Conduct of Walden Business by Laureate Prior to Consummation of the Contemplated Transaction	​	53
Regulatory Filings; Educational Approvals; Efforts	​	57
D&O Indemnification	​	59
Financing Covenant; Laureate Cooperation	​	59
Non-Compete and Non-Solicit	​	60
Other Covenants and Agreements	​	60
Conditions to Consummation of the Contemplated Transaction	​	61
Termination of the Purchase Agreement	​	62
Termination Fee and Expenses	​	64

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Indemnification	​	64
Amendment and Waiver	​	65
Specific Performance	​	66
Governing Law	​	66
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	67
WHERE YOU CAN FIND MORE INFORMATION	​	75
ANNEX A	​	A-1
ANNEX B	​	B-1

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SUMMARY

This summary highlights selected information from this information statement and may not contain all of the information that is important to you. To fully understand the Contemplated Transaction (as defined herein) contemplated by the Purchase Agreement (as defined herein) and for a more complete description of the legal terms of the Purchase Agreement, you should carefully read this entire information statement, the annexes attached to this information statement and the documents referred to or incorporated by reference in this information statement. We have included page references in parentheses to direct you to the appropriate place in this information statement for a more complete description of the topics presented in this summary. In this information statement, the terms “Laureate,” “we,” “us” and “our” refer to Laureate Education, Inc. All references in this information statement to terms defined in the notice to which this information statement is attached have the meanings provided in that notice. This information statement is dated November 20, 2020 and is first being mailed to our stockholders on or about November 23, 2020.

All references in this information statement to:

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“Board” mean “Board” as defined in the notice to which this information statement is attached;

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“Certificate of Incorporation” mean “Certificate of Incorporation” as defined in the notice to which this information statement is attached;

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“Contemplated Transaction” mean “Contemplated Transaction” as defined in the notice to which this information statement is attached;

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“DGCL” mean “DGCL” as defined in the notice to which this information statement is attached;

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“DOE” mean the United States Department of Education and any successor agency administering student financial assistance under Title IV of the U.S. Higher Education Act;

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“DOE Preacquisition Response” mean a response issued by the DOE to Walden University (defined below) following the DOE’s comprehensive review of the DOE preacquisition application, which shall not indicate, as a condition to the issuance of the PPA following the closing, that the DOE intends to: (a) require Walden University to post a letter of credit in an amount in excess of 25% of the Title IV program funding received by Walden University in its most recently completed fiscal year; (b) restrict the ability of Walden University to add new locations, add new educational programs or modify its existing educational programs for a period that is longer than required for the DOE to review and accept Walden University’s financial statements and Title IV compliance audit covering one complete fiscal year of Walden University’s uninterrupted Title IV program participation, with such fiscal year being the first full fiscal year following the date of the issuance by the DOE of the temporary PPA; (c) require Walden University to limit enrollment levels for Title IV eligible students of Walden University programs for a period that is longer than required for the DOE to review and accept Walden University’s financial statements and Title IV compliance audit covering one complete fiscal year of Walden University’s uninterrupted Title IV program participation, with such fiscal year being the first full fiscal year following the date of the issuance by the DOE of the temporary PPA; (d) impose conditions on Adtalem’s existing Title IV eligible institutions (which, for purposes of this part (d) and (e) of this definition, excludes Walden University) (the “Adtalem Legacy Group”), as a consequence of the acquisition of Walden University, such as restrictions on the ability to add new locations, new educational programs, or modify existing educational programs, limit enrollment levels for Title IV eligible students of the Adtalem Legacy Group Title IV eligible programs; or (e) post a letter(s) of credit in excess of 15% of the Title IV program funding received by the Adtalem Legacy Group, in its most recently completed fiscal year;

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“Educational Approval” mean any material license, permit, consent, authorization, certification, written formal grant of exemption, accreditation, registration, or similar approval, issued or required to be issued by an educational agency, including any such approval necessary for: (a) Walden University to operate and offer its educational programs in all states in which it operates or is required to be authorized, including through online or distance education delivery method; and (b) for Walden University to participate in any program of student financial assistance offered by such educational agency, but excluding any license for persons engaged in recruiting or similar approval issued with respect to Walden University’s employees;

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“Educational Consents” mean any consent required to be made with or obtained from, or, in the case of a notice, delivered to, any educational agency with regard to the Contemplated Transaction, whether required to be obtained, made or, in the case of a notice, delivered prior to or after the closing, which is necessary under applicable educational laws in order to maintain or continue any educational approval presently held by Walden University;

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“Laureate” mean “Laureate” as defined in the notice to which this information statement is attached;

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“Laureate Disclosure Schedule” mean the disclosure schedule delivered by Laureate in connection with the Purchase Agreement;

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“PPA” mean a program participation agreement issued to Walden University and countersigned by or on behalf of the Secretary of the DOE evidencing the DOE’s certification of Walden University to participate in the Title IV programs, which may include on a temporary or provisional basis;

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“Pre-Closing Educational Consents” mean those Educational Consents which, pursuant to applicable educational law, shall be effectuated, obtained, made or, in the case of a notice, delivered, as applicable, prior to the closing, identified as such on the Laureate Disclosure Schedule;

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“Purchase Agreement” mean “Purchase Agreement” as defined in the notice to which this information statement is attached;

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“Transaction Consideration” mean “Transaction Consideration” as defined in the notice to which this information statement is attached;

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“Walden” mean Walden e-Learning, LLC, a Delaware limited liability company;

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“Walden Business” mean the business conducted by the Walden Group;

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“Walden Group” mean Walden and any subsidiary of Walden;

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“Walden University” mean Walden University, LLC, a Florida limited liability company, and the institution of higher education owned and operated by the Walden Group as Walden University; and

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“Written Consent” mean “Written Consent” as defined in the notice to which this information statement is attached.

The Parties to the Purchase Agreement (page 13)

Laureate.   Laureate and its subsidiaries provide higher education programs and services to students through an international portfolio of universities and higher education institutions. Laureate’s programs are provided through institutions that are campus-based and internet-based, or through electronically distributed educational programs (online). In response to the COVID-19 pandemic, Laureate has temporarily transitioned the educational delivery method at most of its campus-based institutions to be online and is leveraging its existing technologies and learning platforms to serve students outside of the traditional classroom setting. Laureate is domiciled in Delaware as a public benefit corporation, a demonstration of its long-term commitment to its mission to benefit its students and society. Laureate completed its initial public offering (IPO) on February 6, 2017 and its shares are listed on the Nasdaq Global Select Market under the symbol “LAUR.” Laureate’s executive offices are located at 650 South Exeter Street, Baltimore, Maryland, 21202, and the telephone number is (410) 843-6100.

Laureate directly owns all of the issued and outstanding limited liability interests (the “Interests”) of Walden. Walden owns all of the issued and outstanding limited liability company interests of Walden University, which is a regionally accredited higher education institution in the United States offering online doctoral, master’s, bachelor’s, and graduate certificate programs.

Adtalem.   Adtalem Global Education Inc., together with its subsidiaries (collectively referred to herein as “Adtalem”), is a leading workforce solutions provider. The purpose of Adtalem is to empower students and members to achieve their goals, find success, and make inspiring contributions to the global community. Adtalem’s institutions and companies offer a wide array of programs across medical and healthcare and financial services. Adtalem’s vision is to create a dynamic global community of lifelong learners who improve the world. Adtalem aims to create value for society and its stakeholders by offering responsive educational

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programs that are supported by exceptional services to its students and delivered with integrity and accountability. Adtalem is the parent organization of Chamberlain University, Ross University School of Medicine and Ross University School of Veterinary Medicine, American University of the Caribbean School of Medicine, Association of Certified Anti-Money Laundering Specialists, Becker Professional Education, EduPristine and OnCourse Learning. Adtalem’s executive offices are located at 500 West Monroe Street, Chicago, Illinois, 60661, and the telephone number is (866) 374-2678.

The Contemplated Transaction (page 14)

On September 11, 2020, Laureate entered into the Purchase Agreement with Adtalem, pursuant to which Laureate agreed to sell all of the Interests to Adtalem for an aggregate base consideration of $1,480,000,000 in cash, subject to certain adjustments as set forth in the Purchase Agreement.

The boards of directors of Laureate, Walden and Adtalem have unanimously approved the Contemplated Transaction. The closing of the Contemplated Transaction is expected to occur towards the end of 2021. The Contemplated Transaction is subject to certain closing conditions, including regulatory approval by the DOE and the Higher Learning Commission (the “HLC”), as discussed in “The Purchase Agreement — Conditions to Consummation of the Contemplated Transaction” beginning on page 61.

Reasons for the Contemplated Transaction (page 31)

After consideration of various factors as discussed in “The Contemplated Transaction — Reasons for the Contemplated Transaction” beginning on page 31, the Board, after consultation with its financial advisors and its legal counsel, unanimously determined that the Purchase Agreement and the Contemplated Transaction is advisable and in the best interests of Laureate, its stockholders, those materially affected by Laureate’s conduct and the specific public benefits identified in the Certificate of Incorporation, and approved the Purchase Agreement and the Contemplated Transaction.

Required Stockholder Approval for the Contemplated Transaction (page 35)

Under Section 271 of the DGCL and our organizational documents, the approval of the Contemplated Transaction, taken together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement that Laureate was seeking to evaluate all potential options for its businesses, including sales, spin-offs or business combinations, and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, required the affirmative vote or written consent of the holders of a majority of the voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class. Prior to the execution of the Purchase Agreement, Wengen and certain investment funds and other investors affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P. and Snow Phipps Group, LLC (collectively, the “Majority Stockholders”), which together on such date beneficially owned 10,356,650 shares of Class A common stock and 56,861,333 shares of Class B common stock, representing a majority in voting power of the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class, executed and delivered the Written Consent, irrevocably approving the Purchase Agreement (as it may be amended from time to time), the ancillary documents and the transactions contemplated thereby, and the Contemplated Transaction, together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, for purposes of Section 271 of the DGCL. No further action by any Laureate stockholder is required under applicable law or under the Purchase Agreement (or otherwise) to adopt the Purchase Agreement or approve the Contemplated Transaction. As a result, Laureate is not soliciting your vote for the adoption of the Purchase Agreement or the approval of the Contemplated Transaction and will not call a stockholders’ meeting for purposes of voting on the adoption of the Purchase Agreement or the approval of the Contemplated Transaction. No action by the stockholders of Adtalem is required to consummate the Contemplated Transaction.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Section 228(e) of the DGCL requires notice of the action to those stockholders who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the

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meeting. This information statement and the notice attached hereto shall constitute notice from Laureate to you of the Written Consent as required by Section 228(e) of the DGCL.

In accordance with Rule 14c-2 of the Exchange Act of 1934, as amended (the “Exchange Act”), the Contemplated Transaction may not be completed until 20 calendar days after the date of mailing this information statement to Laureate’s stockholders. Therefore, notwithstanding the execution and delivery of the Written Consent, the Contemplated Transaction will not occur until that time has elapsed. However, there can be no assurance that the Contemplated Transaction will be consummated at that time, or at all.

Use of Proceeds (page 35)

Assuming that the Contemplated Transaction is consummated in accordance with the terms of the Purchase Agreement, Laureate intends to use substantially all of the after-tax proceeds for general corporate purposes, which may include repayment of certain indebtedness and return of capital to stockholders.

Opinion of Goldman Sachs & Co. LLC (page 35)

At a meeting of the Board, Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered its oral opinion to the Board, subsequently confirmed in writing by delivery of a written opinion to the Board dated September 11, 2020, that, as of the date of the written opinion, and based upon and subject to the factors and assumptions set forth therein, the Transaction Consideration to be paid to Laureate for all of the issued and outstanding Interests pursuant to the Purchase Agreement was fair from a financial point of view to Laureate.

The full text of the written opinion of Goldman Sachs, dated September 11, 2020, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this information statement. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Contemplated Transaction. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Laureate’s capital stock should vote with respect to the Contemplated Transaction or any other matter. Pursuant to an engagement letter between Laureate and Goldman Sachs, Laureate has agreed to pay Goldman Sachs for its services in connection with the Contemplated Transaction a transaction fee currently estimated to be $10,360,000, which is contingent upon consummation of the Contemplated Transaction. In connection with the engagement, Laureate also engaged Goldman Sachs with respect to sales of the ANZ business, the Brazil business and the Chile institutions (as defined and discussed in “The Contemplated Transaction — Background of the Contemplated Transaction” beginning on page 14). Laureate has paid Goldman Sachs a transaction fee for its services in connection with the sale of the Chile institutions and has agreed to pay Goldman Sachs a transaction fee for its services in connection with each of the sales of the ANZ business and the Brazil business, which are contingent on the consummation of each of the sales. The aggregate amount of the transaction fee for all three sales is currently estimated to be approximately $15,000,000 (which amount may fluctuate based on exchange rates). Goldman Sachs is also entitled to a potential incentive transaction fee ranging from 0.00% to 0.60% of the aggregate consideration paid in connection with certain completed transactions, including the Contemplated Transaction. However, the payment of the incentive fee is subject to various quantitative factors and contingencies, and as of November 20, 2020, Goldman Sachs is not entitled to any such incentive transaction fee. In connection with the consummation of the transaction involving the Brazil business, Laureate has entered into certain contingent and other derivative transactions to hedge the currency risk associated with such transaction with Goldman Sachs and other counterparties. Goldman Sachs may receive certain compensation from Laureate and have other economics in connection with acting as counterparty.

Financing (page 43)

In connection with its entry into the Purchase Agreement, Adtalem entered into a commitment letter, dated September 11, 2020 (the “Commitment Letter”), with Morgan Stanley Senior Funding, Inc. (“MSSF”), Barclays Bank PLC (“Barclays”), Credit Suisse AG, Cayman Islands Branch (“CS”) and Credit Suisse Loan Funding LLC (“CSLF” and, together with CS and their respective affiliates, “Credit Suisse”) and MUFG Bank, Ltd. (“MUFG,” together with MSSF, Barclays and Credit Suisse, the “Commitment Parties”), pursuant to which and subject to the terms and conditions set forth therein, the Commitment Parties have

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agreed to provide (i)(A) a senior secured term loan facility in an aggregate principal amount of $1,000,000,000 (the “Term Facility”) and (B) a senior secured revolving loan facility in an aggregate commitment amount of $400,000,000 (the “Revolving Facility”) and (ii) a senior secured bridge term loan credit facility in an aggregate principal amount of up to $650,000,000 (the “Bridge Facility” and, together with the Term Facility and the Revolving Facility, the “Facilities”) to the extent one or more series of senior secured notes pursuant to a Rule 144A offering or other private placement in an aggregate principal amount of $650,000,000 are not issued (in escrow or otherwise) prior to the consummation of the Contemplated Transaction. The proceeds from the Facilities will be used, among other things, to finance the Contemplated Transaction, refinance Adtalem’s existing credit agreement, pay fees and expenses related to the Contemplated Transaction and, in the case of the Revolving Facility, to finance ongoing working capital and general corporate purposes. The commitments under the Commitment Letter are subject to customary closing conditions. The obligation of Adtalem to complete the Contemplated Transaction is not subject to any financing condition.

The Purchase Agreement (page 50)

Conditions to Consummation of the Contemplated Transaction (page 61)

The obligation of each party to consummate the Contemplated Transaction is subject to the satisfaction or, to the extent not prohibited by applicable law, waiver, as of the closing of the Contemplated Transaction of the following conditions:

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the termination or expiration of any applicable waiting period (or any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) relating to the consummation of the Contemplated Transaction and a specified foreign filing;

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receipt of the DOE Preacquisition Response and certain Pre-Closing Educational Consents;

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the absence of any order, injunction or judgment by a court of competent jurisdiction or any governmental entity having jurisdiction over any party thereto and the absence of any applicable law or other legal restraint, injunction or prohibition that makes consummation of the Contemplated Transaction illegal or otherwise prohibited; and

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the mailing of this information statement to Laureate stockholders at least twenty (20) days prior to the date of the closing of the Contemplated Transaction.

The obligation of Adtalem to consummate the Contemplated Transaction is further subject to satisfaction or, to the extent not prohibited by applicable law, waiver, as of the closing of the Contemplated Transaction of, among other things, the following additional conditions:

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the representations and warranties of Laureate are true and correct as of the date of the Purchase Agreement and as of the Effective Time in the manner described under “The Purchase Agreement — Conditions to Consummation of the Contemplated Transaction” beginning on page  61;

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Laureate has performed and complied with, in all material respects, all agreements, covenants and obligations required by the Purchase Agreement to be performed or complied with by it prior to or at the time of the consummation of the Contemplated Transaction;

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the absence of, since the date of the Purchase Agreement, a Material Adverse Effect (as defined in “The Purchase Agreement — Representations and Warranties” beginning on page 51 and in the Purchase Agreement);

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the receipt by Adtalem of a certificate signed by an executive officer of Laureate on behalf of Laureate stating that each of the conditions specified above has been satisfied;

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(i) Walden University will not have lost or withdrawn from its participation in Title IV programs; and (ii) certain Pre-Closing Educational Consents will have been obtained or made; and

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each member of the Walden Group and all assets held by the Walden Group will be irrevocably released from any and all obligations (including guarantees) and liens under certain existing indebtedness of Laureate.

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The obligation of Laureate to consummate the Contemplated Transaction is further subject to satisfaction or, to the extent not prohibited by applicable law, waiver, as of the closing of the Contemplated Transaction of, among other things, the following additional conditions:

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each of the fundamental representations of Adtalem relating to the organization, authority, execution and delivery, enforceability and brokers of Adtalem will be true and correct in all respects as of the date of the Purchase Agreement and as of the closing as though made on and as of the closing (except that those representations and warranties that expressly relate to a particular date need only be so true and correct as of such date), except for any failure to be so true and correct that is de minimis in nature;

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the representations and warranties of Adtalem contained in the Purchase Agreement that are not described in the bullet point above will be true and correct (without giving effect to any limitation as to “materiality”) as of the date of the Purchase Agreement and as of the closing as though made on and as of the closing (except that those representations and warranties that expressly relate to a particular date need only be so true and correct as of such date), except, in the case of this bullet point, to the extent that the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to prevent or materially and adversely affect Adtalem’s ability to perform its obligations under the Purchase Agreement or consummate the Contemplated Transaction;

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Adtalem will have performed and complied with, in all material respects, all agreements, covenants and obligations required by the Purchase Agreement to be performed or complied with by it prior to or at the time of the consummation of the Contemplated Transaction; and

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the receipt by Laureate of a certificate signed by an executive officer of Adtalem on behalf of Adtalem stating that each of the conditions specified above has been satisfied.

Termination (page 62)

The Purchase Agreement may be terminated at any time prior to the consummation of the Contemplated Transaction by the mutual written consent of Adtalem and Laureate.

In addition, the Purchase Agreement may be terminated by either Laureate or Adtalem:

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if the closing has not occurred on or prior to March 11, 2022;

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if consummation of the Contemplated Transaction would violate any non-appealable final law or judgment of any governmental authority; or

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if the DOE issues a written response to the DOE preacquisition application following the completion of the DOE’s comprehensive review, which written response affirmatively states that the PPA approving the change of ownership will not be issued following the closing and such statement is not qualified or conditions and such written response has not been withdrawn or superseded by a subsequent written response that does not contains such statement.

The Purchase Agreement also may be terminated by Adtalem:

•

if Laureate has breached or failed to perform any of its representations, warranties, covenants or agreements contained in the Purchase Agreement in a manner such that the conditions to Adtalem’s obligations to consummate the closing would not be satisfied and is not curable or, if curable, is not cured within thirty (30) calendar days after written notice thereof is given by Adtalem (or, if earlier, by March 11, 2022); provided that Adtalem is not in breach of any representations, warranties, covenants or other agreements contained in the Purchase Agreement in a manner such that the conditions to Laureate’s obligations to consummate the closing would not be satisfied; or

•

if the DOE issues a written response to the DOE preacquisition application following the completion of the DOE’s comprehensive review setting forth any terms or conditions to the issuance of the PPA approving the change of ownership following the closing, which contains a burdensome condition; provided that Adtalem has used reasonable best efforts to resolve, eliminate, mitigate or reduce the impact of such condition prior to March 11, 2022.

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The Purchase Agreement also may be terminated by Laureate:

•

if Adtalem has breached or failed to perform any of its representations, warranties, covenants or agreements contained in the Purchase Agreement in a manner such that the conditions to Laureate’s obligations to consummate the closing would not be satisfied and is not curable or, if curable, is not cured within thirty (30) calendar days after written notice thereof is given by Laureate (or, if earlier, by March 11, 2022); provided that Laureate is not in breach of any representations, warranties, covenants or other agreements contained in the Purchase Agreement in a manner such that the conditions to Laureate’s obligations to consummate the closing would not be satisfied; or

•

if all of the conditions to Adtalem’s and Laureate’s obligations to consummate the closing have been satisfied or waived and Adtalem fails to consummate the closing within two business days following the date the closing should have occurred; provided that Laureate has irrevocably confirmed by written notice to Adtalem that all conditions have been satisfied or waived and Laureate is ready, willing and able to consummate the closing and Adtalem fails to consummate the closing by the later of five business days after delivery of such notice and the earliest date the closing would have occurred.

Termination Fee (page 64)

Adtalem will pay Laureate (or its designee) a non-refundable termination fee of $88,800,000 in cash by wire transfer of immediately available funds (the “Termination Fee”) under the following circumstances:

•

termination by Laureate for a material uncured breach by Adtalem that causes the failure of the closing conditions, subject to certain exceptions;

•

termination by Laureate because Adtalem fails to close when conditions to closing have been satisfied, including if Adtalem’s financing sources fail to fund when Adtalem is required to close, subject to certain exceptions;

•

termination by Adtalem on March 11, 2022 when obtaining the DOE Preacquisition Response is the only outstanding condition and the DOE has responded but not rejected the Contemplated Transaction (although no Termination Fee is payable if the DOE fails to respond by March 11, 2022 or affirmatively rejects the Contemplated Transaction), subject to certain exceptions; or

•

termination by Adtalem if the DOE’s response to the comprehensive review imposes regulatory conditions in excess of specified thresholds that Adtalem is obligated to accept, subject to certain exceptions.

A more detailed description of the Termination Fee is provided in “The Purchase Agreement — Termination Fee and Expenses” beginning on page 64.

Interests of Our Directors and Executive Officers in the Contemplated Transaction (page 43)

You should be aware that executive officers and directors of Laureate have interests in the Contemplated Transaction that may be different from, or in addition to, the interests of Laureate stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Contemplated Transaction. These interests are described below in “The Contemplated Transaction —​Interests of Our Directors and Executive Officers in the Contemplated Transaction” beginning on page 43.

United States Federal Income Tax Consequences of the Contemplated Transaction (page 48)

The Contemplated Transaction is not expected to result in any U.S. federal income tax consequences to Laureate’s stockholders. The Contemplated Transaction is expected to be treated as a taxable sale by Laureate, and Laureate is expected to recognize taxable gain on the sale. See “The Contemplated Transaction — Material U.S. Federal Income Tax Consequences of the Contemplated Transaction” beginning on page 48.

Educational and Regulatory Approvals (page 48)

Adtalem and Laureate are also required to use reasonable best efforts to obtain certain Pre-Closing Educational Consents necessary for the Contemplated Transaction. Under the HSR Act and related rules,

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certain transactions, including the Contemplated Transaction, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and the Federal Trade Commission (“FTC”) and all statutory waiting period requirements have been satisfied or early termination has been granted by the applicable agencies.

A more detailed description of the Regulatory and Educational Approvals is provided in “The Purchase Agreement — Regulatory Filings; Educational Approvals; Efforts” beginning on page 57.

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QUESTIONS AND ANSWERS ABOUT THE CONTEMPLATED TRANSACTION

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Purchase Agreement and the Contemplated Transaction. These questions and answers may not address all questions that may be important to you as a Laureate stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 75.

Q:

What is the Contemplated Transaction and what effects will it have on Laureate?

A:

The Contemplated Transaction is the sale of Walden by Laureate to Adtalem pursuant to the Purchase Agreement, including the transactions contemplated thereby. Once the closing conditions under the Purchase Agreement have been satisfied or waived and subject to the other terms and conditions in the Purchase Agreement, Adtalem will acquire Walden.

Q:

What will I receive in the Contemplated Transaction?

A:

The proceeds from the Contemplated Transaction are payable solely to Laureate as the seller of Walden. You, as a common stockholder, will not receive any proceeds directly if the Contemplated Transaction is consummated. Assuming that the Contemplated Transaction is consummated in accordance with the terms of the Purchase Agreement, Laureate intends to use substantially all of the after-tax proceeds for general corporate purposes, which may include repayment of certain indebtedness and return of capital to stockholders.

Q:

When do you expect the Contemplated Transaction to be completed?

A:

The closing of the Contemplated Transaction is expected to occur towards the end of 2021. The Contemplated Transaction is subject to customary closing conditions, including regulatory approval by the DOE and the HLC, as described under “The Purchase Agreement — Conditions to Consummation of the Contemplated Transaction” beginning on page 61.

Q:

Why am I not being asked to vote on the Contemplated Transaction?

A:

Applicable Delaware law and the Purchase Agreement require that the sale of all or substantially all of Laureate’s assets and the adoption of the Purchase Agreement be approved by the affirmative vote or written consent of the holders of a majority of the voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class. Laureate’s Certificate of Incorporation permits stockholders to act by written consent in certain circumstances, including in connection with the approval of transactions such as the Contemplated Transaction that have been previously approved by the affirmative vote of directors constituting a majority of the entire Board. The requisite stockholder approval was obtained immediately prior to the execution of the Purchase Agreement on September 11, 2020, when the Written Consent was delivered by the Majority Stockholders, who collectively constitute the holders of a majority of the voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class, which consent approved the Purchase Agreement, the ancillary documents and the transactions contemplated thereby, the Contemplated Transaction and, together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement and up to and including the September 10, 2020 meeting and the potential sale of the Company’s other remaining businesses and the assets related thereto, the sale of all or substantially all of Laureate’s assets for purposes of Section 271 of the DGCL. Therefore, your vote or consent is not required and is not being sought. We are not asking you for a proxy, and you are requested not to send us a proxy.

Q:

Why did I receive this information statement?

A:

Applicable laws and securities regulations require us to provide you with notice of the Written Consent that was delivered by the Majority Stockholders, as well as other information regarding the

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Contemplated Transaction, even though your vote or consent is neither required nor requested to adopt or authorize the Purchase Agreement or the Contemplated Transaction.

Q:

Did the Board approve and recommend the Purchase Agreement?

A:

Yes. After careful consideration, the Board unanimously (i) determined and resolved that the Purchase Agreement and the consummation of the Contemplated Transaction, are in the best interests of Laureate, its stockholders, those materially affected by Laureate’s conduct and the specific public benefits identified in Laureate’s Certificate of Incorporation, (ii) approved and adopted in all respects the Purchase Agreement and the Contemplated Transaction, (iii) determined that the Contemplated Transaction, taken together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement that Laureate was seeking to evaluate all potential options for its businesses, including sales, spin-offs or business combinations, and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, constituted a sale of substantially all of Laureate’s assets under Section 271 of the DGCL, and (iv) determined and resolved to recommend that the holders of a majority of Laureate’s voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting as a single class, by written consent in lieu of a meeting of the stockholders, approve the Purchase Agreement, the Contemplated Transaction and the sale of all or substantially all of Laureate’s assets for purposes of the DGCL.

Q:

Is the Contemplated Transaction subject to the fulfillment of certain conditions?

A:

Yes. Before the Contemplated Transaction can be completed, several closing conditions must be satisfied or waived. If these conditions are not satisfied or waived, the Contemplated Transaction will not be completed. See “The Purchase Agreement — Conditions to Consummation of the Contemplated Transaction” beginning on page 61.

Q:

Am I entitled to exercise appraisal rights?

A:

No. Appraisal rights are not available to Laureate stockholders under Delaware law or its organizational documents in connection with the Contemplated Transaction.

Q:

What is householding and how does it affect me?

A:

The Securities and Exchange Commission (the “SEC”) permits companies to send a single set of certain disclosure documents to stockholders who share the same address and have the same last name, unless such stockholders have notified Laureate of their desire to receive multiple copies of this information statement. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

If you received a householded mailing and you would like to have additional copies of this information statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to Laureate by phone at (866) 452-8732 or by mail to Laureate Education, Inc., 650 South Exeter Street, Baltimore, Maryland 21202-4382. We will promptly send additional copies of this information statement upon receipt of such request.

Q:

Where can I find more information about Laureate?

A:

We file periodic reports and other information with the SEC. This information is available on the website maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to “Where You Can Find More Information” beginning on page 75.

Q:

Who can help answer my other questions?

A:

If you have more questions about the Contemplated Transaction, please contact our Investor Relations Department at (866) 452-8732.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement, and the documents to which we refer you in this information statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including, without limitation, statements regarding projections as described in “The Contemplated Transaction — Walden Forecasts” beginning on page 41, which are subject to the “safe harbor” created by those sections. These statements may be identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “predicts,” “intends,” “plans,” “projects,” “estimates,” “anticipates” or the negative version of these words or other comparable words.

These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Accordingly, there are, or will be, important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The forecasts by Laureate’s management and Walden’s management included in this information statement reflect assumptions and estimates by management of Laureate and Walden, many of which are driven by factors beyond the control of Laureate, and it can be expected that one or more of them will not materialize as expected or will vary significantly from actual results. Accordingly, you should not place undue reliance on these forecasts or any other forward-looking statements in this information statement, which are likewise subject to numerous uncertainties. You should read statements that contain these words carefully. They discuss our future expectations or state other forward-looking information, and may involve known and unknown risks over which we have no control. Those risks include, without limitation:

•

risks associated with transactions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation or regulations, education legislation or regulations, and other regulatory and third party consents and approvals;

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement;

•

the amount of the costs, fees, expenses and charges related to the Contemplated Transaction;

•

the risk that the Contemplated Transaction may not be completed in a timely manner or at all, which may adversely affect our business and the price of Laureate’s Class A common stock, being listed with and traded on Nasdaq (the “Laureate Common Stock”);

•

the potential adverse effect on our business, properties and operations because of certain covenants we agreed to in the Purchase Agreement;

•

the risk that we may be subject to litigation in connection with the Contemplated Transaction and the outcome thereof;

•

the effect of the announcement of the Contemplated Transaction on our business relationships, operating results and business generally, including our ability to retain key employees;

•

risks related to diverting management’s attention from our ongoing business operations;

•

potential volatility in the capital markets and the impact on Adtalem’s ability to complete the financing necessary to consummate the Contemplated Transaction;

•

failure or inability to implement growth strategies in a timely manner;

•

future levels of revenues being lower than expected and costs being higher than expected;

•

conditions affecting the industry generally, local and global political and economic conditions, conditions in the securities market that are less favorable than expected, and changes in the level of capital investment;

•

certain presently unknown or unforeseen factors;

•

the inability to obtain, renew or modify permits in a timely manner or comply with government regulations;

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•

failure or inability to satisfy the applicable standards or requirements to remain or become eligible to participate in U.S. federal and state student financial aid programs, particularly Title IV programs;

•

the impact of any reduction in financial aid available to students, including active and retired military personnel, due to the U.S. government deficit reduction proposals, debt ceiling limitations, budget sequestration or otherwise;

•

changes in regulation of the U.S. education industry and eligibility of proprietary schools to participate in U.S. Federal student financial aid programs;

•

changes in Walden University’s enrollment or student mix;

•

the impact on student enrollments of the announcement of the proposed sale and general economic conditions;

•

failure to attract and retain key talent needed to achieve Walden’s business objectives; and

•

the impact of legislative, regulatory and competitive changes and other risk factors relating to the industry in which Laureate operates and other risks detailed in our filings with the SEC, including “Item 1A. Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, as updated in Part II, “Item 1A. Risk Factors” in our Quarterly Reports on Form 10-Q filed for our quarters ended March 31, 2020 and June 30, 2020.

We believe that the assumptions on which our forward-looking statements are based are reasonable. However, we cannot assure you that the actual results or developments that we anticipate will be realized or, if realized, that they will have the expected effects on our business or operations. All subsequent written and oral forward-looking statements concerning the Contemplated Transaction or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, we do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

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THE PARTIES TO THE PURCHASE AGREEMENT

Seller

Laureate Education, Inc.
650 South Exeter Street
Baltimore, Maryland 21202
Phone: (410) 843-6100

Laureate provides higher education programs and services to students through an international portfolio of universities and higher education institutions. Laureate’s programs are provided through institutions that are campus-based and internet-based, or through electronically distributed educational programs (online). In response to the COVID-19 pandemic, Laureate has temporarily transitioned the educational delivery method at most of its campus-based institutions to be online and is leveraging its existing technologies and learning platforms to serve students outside of the traditional classroom setting. Laureate is domiciled in Delaware as a public benefit corporation, a demonstration of its long-term commitment to its mission to benefit its students and society. Pursuant to the terms and subject to the conditions of the Purchase Agreement, Laureate will sell its subsidiary Walden University, which is a regionally accredited higher education institution in the United States offering online doctoral, master’s, bachelor’s, and graduate certificate programs. Additional information regarding Laureate is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 75.

Laureate Common Stock is listed with, and trades on, the Nasdaq Global Select Market under the symbol “LAUR.”

Purchaser

Adtalem Global Education Inc.
500 West Monroe Street
Chicago, Illinois 60661
Phone: (866) 374-2678

Adtalem is a leading workforce solutions provider. The purpose of Adtalem is to empower students and members to achieve their goals, find success, and make inspiring contributions to the global community. Adtalem’s institutions and companies offer a wide array of programs across medical and healthcare and financial services. Adtalem’s vision is to create a dynamic global community of lifelong learners who improve the world. Adtalem aims to create value for society and its stakeholders by offering responsive educational programs that are supported by exceptional services to its students and delivered with integrity and accountability. Adtalem is the parent organization of Chamberlain University, Ross University School of Medicine and Ross University School of Veterinary Medicine, American University of the Caribbean School of Medicine, Association of Certified Anti-Money Laundering Specialists, Becker Professional Education, EduPristine and OnCourse Learning.

Shares of Adtalem’s common stock are listed with, and trade on, the NYSE under the symbol “ATGE.”

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THE CONTEMPLATED TRANSACTION

Background of the Contemplated Transaction

The Board regularly reviews Laureate’s performance and evaluates strategic opportunities and alternatives available to Laureate and each of its businesses to maximize stockholder value.

On June 20, 2018, the Board held a special meeting with members of Laureate’s management in attendance to review and discuss, among other matters, Laureate’s asset portfolio. During that meeting, Mr. Eilif Serck-Hanssen, President and Chief Executive Officer, discussed, among other things, Laureate’s current and historical stock price levels and noted that, based on the analyses that Laureate’s management had conducted to date, Laureate’s stock price traded at a significant discount to the values that Laureate’s management attributed to Laureate’s individual business units and assets. Mr. Serck-Hanssen presented potential strategies and preliminary analyses to optimize Laureate’s portfolio that Laureate’s management believed would result in an increase of Laureate’s stock price over time and that were consistent with Laureate’s educational mission as a public benefit corporation. Such potential strategies included the potential sale of Laureate’s business units in Europe, the Middle East, Africa and Australia (referred to herein as “EMEAA”) and Central America, the continuation of Laureate’s businesses in Latin America and the evaluation of potential alternatives for the portion of Laureate’s business operating in the United States through its online education program division known as Walden University (referred to herein as “Walden University”). Following discussion, the Board directed Laureate’s management to, among other things, select and retain an investment bank as financial advisor to assist Laureate in connection with potential sale processes and accelerate the strategic analysis with respect to Walden University.

On September 11 and 12, 2018, the Board held regularly scheduled meetings with members of Laureate’s management, representatives of Laureate’s financial advisor and other outside consultants in attendance and established a special Divestiture Transaction Committee (referred to herein as the “Special Transaction Committee”) to advise Laureate’s management in connection with the evaluation of potential asset or equity divestitures by Laureate or its subsidiaries and to approve potential transactions involving Laureate’s EMEAA and Central American businesses subject to certain conditions, including to the extent the final terms and conditions of such divestitures were not inconsistent with information previously reviewed by the Board. Since its formation, the Special Transaction Committee has held numerous meetings, with members of Laureate’s management and representatives of Laureate’s financial and legal advisors and other outside consultants in attendance from time to time at the invitation of the Special Transaction Committee, to consider and discuss potential transactions involving Laureate’s businesses and assets and to evaluate other potential strategic alternatives available to Laureate regarding its business portfolio.

Over the following months in 2018, Laureate’s management developed strategies to exit its EMEAA and Central American businesses and, with the assistance of an outside consultant and financial advisor, considered potential strategies for Walden University, including a potential sale, a spin-off, a conversion into an online program management for a not-for-profit college, a taxable or tax-free reverse Morris trust or Morris trust transaction, a merger with other entities and maintenance of the status quo. During this time, Laureate’s management regularly updated the Board, including discussing the various strategies regarding Walden University and the universe of potentially interested partners for a transaction involving Walden University. Laureate, through its financial advisor, held preliminary discussions with a select group of parties who might potentially be interested in exploring a transaction with Laureate regarding Walden University, including one strategic partner (referred to herein as “Party A”).

On January 16, 2019, the Board held a meeting with management and representatives of Laureate’s financial advisor and other outside consultants in attendance to continue to discuss, among other matters, strategic alternatives with respect to Walden University. Mr. Serck-Hanssen first reviewed with the Board the performance and results of operations of Walden University in 2017 and 2018 and compared Walden University’s performance with the performance of U.S. online education institutions more generally. Mr. Serck-Hanssen noted that Walden University had generally performed better than the broader for-profit online education industry. Mr. Serck-Hanssen reminded the Board that Laureate’s management, with the assistance of an outside consultant, had begun evaluating potential strategic alternatives with respect to Walden University because of, among other reasons, a potential decline in the for-profit online education market due, in part, to increased competition from not-for-profit institutions and online program

14

management providers and the perceived uncertainty regarding the federal regulatory environment in the coming years. Following discussion, Mr. Serck-Hanssen reviewed with the Board certain strategic alternatives, including a potential sale to a strategic partner or financial sponsor, a possible business combination with Party A or a spin-off of Walden University. Mr. Serck-Hanssen noted that, for various reasons, a potential spin-off of Walden University and subsequent business combination with Party A appeared preferable because of its potential to create meaningful cost and revenue synergies that could provide attractive value for stockholders of Laureate and Party A and that were consistent with Laureate’s educational mission as a public benefit corporation. After engaging in a discussion of the matters presented by Mr. Serck-Hanssen, the Board determined that it would not be in the best interest of Laureate or its stockholders to engage in a divestiture or business combination transaction involving Walden University at that time and directed Mr. Serck-Hanssen and Laureate’s management to continue to monitor any changes in market or other conditions that might lead to a different conclusion.

On May 21 and 22, 2019, the Board held regularly scheduled meetings with members of Laureate’s management and representatives of Goldman Sachs, which had acted as a financial advisor to Laureate in connection with sale of certain institutions in Spain and Portugal, and Laureate’s outside counsel in attendance. During this meeting, the Board discussed with the representatives of Goldman Sachs and Laureate’s management, among other matters, certain potential near-term actions and strategic alternatives regarding Laureate’s business portfolio that could be available. Among certain other near-term actions, the Board discussed that a potential sale of Laureate’s business operations in Australia and New Zealand (referred to herein as the “ANZ business”) could, in addition to previous and pending divestitures, further simplify and optimize Laureate’s asset portfolio. The Board also discussed the financial merits of owning both Walden University and the Latin American business and the potential benefits of divesting each, noting, among other things, that Adtalem could potentially be interested in acquiring Walden University. After the representatives of Goldman Sachs and Laureate’s outside counsel left the meeting, the Board continued to discuss the foregoing and other matters. Following discussion, the Board determined to explore the possible sale of some assets in Latin America and to seek further analyses on various strategic matters, including related to Walden University and the ANZ and Latin American businesses.

On July 9, 2019, Laureate formally engaged Goldman Sachs as its financial advisor in connection with evaluating possible strategic alternatives.

On July 17, 2019, the Board held a regularly scheduled meeting with members of Laureate’s management and representatives of Goldman Sachs in attendance. The Board discussed with the Goldman Sachs representatives and Laureate’s management potential sales by Laureate of the ANZ business and Laureate’s business operations in a Latin American country, including Laureate’s key objectives in such sales, certain preliminary valuation-related matters, the impact of such sales on Laureate’s stakeholders, the universe of potential acquirors for each of the ANZ business and such Latin American business and, regarding a potential sale of the ANZ business, certain regulatory considerations and a potential strategy for communications with certain key stakeholders. After discussing the foregoing matters, the Board directed Goldman Sachs and Laureate’s management to prepare for the possibility of potential transactions, including by preparing for due diligence and engaging with potential purchasers at the appropriate time. The Goldman Sachs representatives then reviewed with the Board certain strategic alternatives for Walden University, including an expression of interest by Adtalem to explore the possibility of acquiring Walden University in an all-stock transaction. Goldman Sachs noted, among other things, that in its expression of interest, Adtalem had indicated that it was interested in an acquisition only of Walden University, and the Board discussed that, to facilitate such a transaction, Laureate would likely have to divest its other business operations through a spin-off, sale or other transactions. The Board then discussed, among other things, potential transaction structures, the impact on stakeholders, the possible tax consequences, the universe of potentially interested acquirors and certain valuation-related considerations. Following further discussion, the Board directed Goldman Sachs and Laureate’s management to engage in preliminary discussions with Adtalem regarding a potential transaction involving Walden University and to conduct an analysis of possible transaction structures, including a spin-off of Laureate’s Latin American businesses.

On August 6, 2019, HOPE Education Group Co., Ltd. (referred to herein as “HOPE”) submitted a non-binding offer for the acquisition of Laureate’s assets in Malaysia (referred to herein as the “Malaysia business”) for $160 million.

15

On August 23, 2019, another party (referred to herein as “Party B”) submitted a non-binding offer for the acquisition of the Malaysia business at a purchase price in the range between $112 million and $140 million. On the same day, a financial sponsor submitted a non-binding offer for the acquisition of the Malaysia business at a purchase price of $107 million.

On September 10 and 11, 2019, the Board held regularly scheduled meetings with members of Laureate’s management, representatives of Goldman Sachs and Laureate’s outside counsel in attendance. Mr. Serck-Hanssen and another member of Laureate’s management provided an overview of a possible sale of Laureate’s ANZ business and discussed certain regulatory considerations and an illustrative timeline for a potential transaction. The Board discussed the foregoing and other matters, as well as the possible implications of the potential sale of the ANZ business for students and stakeholders. Following discussion, the Board directed Laureate’s management, with the assistance of Goldman Sachs, to continue preparations for a possible transaction, including engaging with regulators at the appropriate time. The Goldman Sachs representatives then discussed various matters relating to a potential transaction involving Walden University and reviewed a preliminary financial analysis of Walden University and potential transaction structures and timelines. Members of Laureate’s management then discussed, among other matters, certain financial projections for Laureate’s businesses in Latin America for each jurisdiction separately and on a combined basis. Mr. Serck-Hanssen discussed the strategic alternatives for Laureate’s asset portfolio, including projected valuations and possible financial implications resulting from different scenarios. After the Goldman Sachs representatives and management left the meeting, the Board, in an executive session with outside counsel present, continued to discuss Laureate’s various strategic alternatives. Each of the directors present at the meeting expressed his or her views regarding the various strategic alternatives for Laureate’s business portfolio that had been discussed with management and the representatives of Goldman Sachs during the earlier portions of the meetings, including whether to pursue potential transactions involving Walden University and the ANZ business. Following these discussions, the Board’s consensus was that Laureate should proceed opportunistically to realize the value of its assets by exploring all potential avenues to create value, including by continuing to explore possible transactions for Walden University and the ANZ business.

On October 14, 2019, the Board held a special meeting with members of Laureate’s management and representatives of Goldman Sachs in attendance to discuss, among other matters, certain strategic initiatives. Mr. Serck-Hanssen provided an update regarding certain processes relating to potential sales of Laureate’s ANZ business and Walden University and preparations for possible transactions involving Laureate’s business operations in, among other Latin American jurisdictions, Brazil (referred to herein as the “Brazil business”) and Chile (referred to herein as the “Chile institutions”). Mr. Serck-Hanssen outlined how each process could potentially unfold and different transaction structures and sequences, discussed certain milestones to complete each transaction and provided an overview of the potential tax implications of each transaction for Laureate. In that context, Mr. Serck-Hanssen described the regulatory requirements for each potential transaction and possible timing and sequence of each transaction and noted, among other matters, that the sale process for Laureate’s ANZ business would be launched in early November and that a meeting with Adtalem’s chief executive officer had been scheduled for October 16, 2019. The representatives of Goldman Sachs discussed certain matters relating to potential transactions involving, among other businesses, Walden University and the ANZ business, and reviewed with the Board the status of preliminary discussions with certain interested parties regarding possible transactions. The representatives of Goldman Sachs then presented a preliminary financial analysis of Laureate assuming the successful completion of the various proposed transactions for each of Laureate’s businesses. After the representatives of Goldman Sachs left the meeting, Mr. Serck-Hanssen reported on the process involving the potential divestiture of, among others, the Malaysia business and Central America, including by describing potentially interested parties and applicable regulatory requirements.

On October 16, 2019, Mr. Serck-Hanssen and other members of Laureate’s management met with Adtalem’s chief executive officer and other representatives of Adtalem’s management to discuss certain preliminary due diligence matters.

Over the course of November 2019, among other interested parties, representatives of Ser Educacional S.A. (referred to herein as “SER”) and its financial advisor contacted Goldman Sachs and expressed interest in exploring a possible transaction involving the Brazil business.

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On November 8, 2019, Goldman Sachs, at the direction of Laureate, began contacting approximately 81 parties, including Strategic Education, Inc. (referred to herein as “SEI”), to see if they were potentially interested in exploring a transaction involving the ANZ business.

On November 13, 2019, the Board held a special meeting with members of Laureate’s management and representatives of Goldman Sachs in attendance to discuss, among other matters, the possible transactions involving Walden University and the ANZ business. The Goldman Sachs representatives updated the Board on the status and recent developments regarding potential transactions involving, among others, Walden University and the ANZ business, reporting on, among other matters, outreach to potentially interested parties. Regarding a potential transaction involving the ANZ business, Goldman Sachs reported that, among the parties who were potentially interested in an acquisition of the ANZ business were two parties who were affiliated with investors in Wengen and certain members of the Board. The Board discussed the implication of the related parties’ participation in the ANZ business sale process. A member of Laureate’s management then provided a divestiture status update, reporting on the processes involving, among others, the Malaysia business. A representative of Walden University then reviewed with the Board the historical performance of Walden University, discussed a market analysis of U.S. online education institutions and summarized investments being made by key competitors of Walden University. The representative then outlined the investments required to accelerate Walden University’s growth, including investments in brand marketing, new products and student experience and learning innovation.

On November 18, 2019, the Board held a special meeting with members of Laureate’s management and representatives of Goldman Sachs in attendance to discuss, among other things, developments since the November 13, 2019 Board meeting regarding potential transactions involving Walden University and the ANZ business. Two directors recused themselves from the meeting in light of the matters that would be discussed at the meeting, as further described below. Mr. Kenneth W. Freeman, the chairman of the Board, reported that Laureate could potentially receive a preemptive proposal from SEI to acquire Walden University and the ANZ business together in an all-stock acquisition before the December 16, 2019 deadline set by Laureate for interested parties to submit preliminary indications of interest for the ANZ business, which proposal might provide that certain affiliates of investors of Wengen would participate as minority investors along with SEI. Mr. Serck-Hanssen summarized his discussions with the chief executive officer of SEI regarding its possible proposal, the potential structure and timeline for a potential transaction and the participation of affiliates of Wengen investors in such a transaction. Mr. George Muñoz, the chairman of the audit committee, then reported on the meeting of the audit committee held the day before to discuss the potential preemptive proposal from SEI, including the participation of affiliates of Wengen investors. He reported that the audit committee had determined that for so long as such parties were potentially involved in a potential transaction involving the ANZ business or any other transaction involving the acquisition of assets from Laureate, the directors affiliated with such Wengen investors should recuse themselves from the Board’s consideration of all potential divestitures. The representatives of Goldman Sachs then joined the meeting and discussed with the Board, among other matters, potential next steps and a timeline to facilitate the submission of a proposal from SEI prior to the December 16 deadline for other interested parties to submit preliminary indications of interest for the ANZ business, potential transaction structures and certain financial information comparing Laureate, Adtalem and SEI. The Board discussed the matters presented at the meeting and, after taking into account the conclusions of the audit committee from the day before and other considerations, authorized Laureate’s management to consider a potential proposal from SEI, if one were to be made, for Walden University and the ANZ business with the involvement of affiliates of Wengen investors, subject to the recusal requirements discussed above.

Beginning in December 2019, Laureate furnished due diligence information regarding the Malaysia business to the parties who had expressed interest in exploring a potential acquisition of such business.

On December 11 and 12, 2019, the Board held regularly scheduled meetings with members of Laureate’s management and representatives of Goldman Sachs in attendance, during which the Board discussed, among other matters, the status and developments regarding potential transactions involving Walden University and ANZ business. Mr. Freeman reported that the Special Transaction Committee had held numerous meetings since June 2019 to review with Laureate’s management various divestiture opportunities, as well as certain other matters. Members of Laureate’s management provided a status update regarding Laureate’s potential divestitures, including the sale processes involving Laureate’s assets in

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Malaysia and certain Central American jurisdictions. Representatives of Goldman Sachs provided the Board with a status update regarding the potential transaction involving the ANZ business, noting that the preliminary indications of interest were due on December 16, 2019 and SEI was now exploring a potential acquisition of the ANZ business and Walden University without the involvement of affiliates of Wengen investors. The Goldman Sachs representatives also provided a status update regarding the potential transaction involving Walden University.

The Goldman Sachs representatives then presented certain preliminary financial analyses prepared by Goldman Sachs, certain other financial information regarding Laureate and certain alternative strategies involving, among other possibilities, the potential divestiture of all of Laureate’s businesses and assets. The Board discussed with the representatives of Goldman Sachs different scenarios relating to a separation of Laureate’s Latin American business from Walden University and the subsequent sale of one or more of Laureate’s businesses, certain decision milestones, the preliminary financial analyses presented by Goldman Sachs and illustrative transaction timelines. Following such discussion, the Goldman Sachs representatives left the meeting. The Board then continued to discuss the possible strategy of divesting all of Laureate’s businesses and assets, and the members of Laureate’s management shared their perspectives regarding the proposed strategy. After the members of Laureate’s management left the meeting, the Board continued to discuss the merits of initiating a process to explore Laureate’s strategic alternatives, including the potential strategy discussed with the Goldman Sachs representatives during the earlier portion of the meeting. Following such discussions, a consensus emerged that Laureate should, with the assistance of Laureate’s financial and legal advisors, explore Laureate’s strategic alternatives for each of its businesses and that management should report back to the Board at its next meeting as to its considerations and progress in that regard.

On December 12, 2019, another party submitted a non-binding offer for the acquisition of the Malaysia business at a purchase price of $140 million.

On December 16, 2019, approximately 11 parties submitted initial expressions of interest to Goldman Sachs regarding a potential transaction involving the ANZ business. This included a non-binding indication of interest from SEI for the acquisition of the ANZ business at a purchase price of AUD$1.029 billion.

On December 17, 2019, HOPE submitted a binding offer for the potential acquisition of the Malaysia business at a purchase price of $140 million.

On December 26, 2019, an interested party (“Party C”) submitted a non-binding indication of interest for the acquisition of assets of Laureate in certain Latin American jurisdictions, including the control of the Chile institutions, at a purchase price of $3.2 – 3.3 billion in cash.

Over the course of December 2019, Laureate responded to certain due diligence information and document requests from Adtalem and SEI.

Beginning in January 2020, Laureate furnished due diligence information regarding the ANZ business to six interested parties, including SEI, who had been invited to continue exploring a potential acquisition of that business.

On January 13, 2020, SEI submitted a non-binding indication of interest for an all-cash acquisition of Walden University and the ANZ business for a purchase price of $1.65 billion, which, in light of the expression of interest in the ANZ business received from SEI, implied a $940 million allocation for Walden University.

On January 20, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs in attendance. The representatives of Goldman Sachs discussed with the Board the status of the transaction processes relating to, among others, Walden University (noting that Laureate had received the January 13 proposal from SEI), the ANZ business (noting that Laureate had ongoing discussions with several potentially interested parties, including SEI) and the Brazil business. The representatives of Goldman Sachs also presented a preliminary financial analysis for Laureate assuming that Laureate sold Walden University and all of its other businesses and assets.

On January 21, 2020, the Board held a special meeting with members of Laureate’s management and representatives of Goldman Sachs in attendance to consider the matters discussed at the Board’s December 11

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and 12 meeting. The Goldman Sachs representatives provided the Board with a status update regarding the various ongoing divestiture processes. The Goldman Sachs representatives then reviewed with the Board SEI’s January 13 proposal and discussed certain preliminary financial analyses prepared by Goldman Sachs with respect to such proposal. Following discussion, the Board directed management and Goldman Sachs to inform SEI that the value implied by its January 13 proposal was insufficient. The Goldman Sachs representatives then presented an updated preliminary financial analysis for Laureate assuming that Laureate sold Walden University and all of its other businesses and assets. The Board discussed Goldman Sachs’s analysis, considered the matters discussed at prior Board meetings and concluded that the values that could potentially be realized for its assets in the private market or through other transactions were likely greater than the value that the public markets currently ascribed to Laureate’s portfolio of assets and that was reflected in Laureate’s then-current stock price. Mr. Freeman then reported that Laureate’s management, with the assistance of Laureate’s legal and financial advisors, had prepared a draft press release announcing Laureate’s initiation of a process to explore strategic alternatives for each of its businesses. Mr. Serck-Hanssen presented the draft press release and reviewed the proposed internal communications strategy. The Board then discussed the draft announcement and, following such discussion, directed Laureate’s management, with the assistance of Laureate’s legal and financial advisors, to continue to refine such draft and related internal communications.

On January 22, 2020, as directed by the Board, representatives of Goldman Sachs informed SEI that the value implied by its January 13 proposal was insufficient. SEI indicated that it remained interested in acquiring the ANZ business and it would consider potentially improving its bid for Walden University and the ANZ business.

On January 24, 2020, Party B submitted a binding proposal for the potential acquisition of the Malaysia business at a purchase price of $92 million.

On January 26, 2020, Adtalem submitted a non-binding indication of interest to acquire Walden University in a cash-and-stock transaction with an implied value of approximately $1.2 billion.

On January 27, 2020, the Board, by written consent and reflecting the determination made at the January 21, 2020 Board meeting, determined to initiate a process to explore and evaluate strategic alternatives for each of Laureate’s businesses to unlock additional value for Laureate’s stockholders, students and other key stakeholders, including through sales, spin-offs and other business combination transactions.

Later that same day, Laureate issued a press release announcing that the Board had authorized Laureate to explore strategic alternatives for each of its businesses and evaluate all potential options for its businesses, including sales, spin-offs or business combinations.

On January 30, 2020, Goldman Sachs and Laureate’s outside counsel had initial discussions with the financial and outside legal advisors for Adtalem about potential transaction structures for the Walden University.

On February 3, 2020, Party C submitted a revised indication of interest for the acquisition of assets of Laureate in certain Latin American jurisdictions, including the control of the Chile institutions, at a purchase price of $3.3 – 3.6 billion in cash.

Also, on February 3, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. The representatives of Goldman Sachs reviewed with the Special Transaction Committee the January 26 proposal from Adtalem and summarized the feedback they had received from SEI. Following the Special Transaction Committee’s discussion of these matters, including a potential response to Adtalem, the representatives of Goldman Sachs provided an update regarding other transaction processes, including with respect to those involving the Brazil business, the ANZ business and certain Central American businesses.

On February 12, 2020, Party A contacted Goldman Sachs and expressed an interest in exploring the possibility of a transaction involving Walden University for mostly cash.

On February 17, 2020, Mr. Jorge Selume (referred to herein as “Mr. Selume”), a member of the board of directors of a Laureate-controlled Chilean business unit and former member of Universidad Andrés

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Bello, a not-for-profit Chilean educational institution (referred to herein as “UNAB”), as a representative of an educational group, sent a letter with an expression of interest to explore taking control of an educational services company to be spun out of Education Trademark B.V., a wholly owned subsidiary of Laureate — dedicated to serving the Chilean educational market — for a purchase price of $60 million in cash.

Also, in February 2020, Laureate, with the assistance of Goldman Sachs, selectively reached out to certain parties who could be interested in exploring a transaction involving the Chile institutions, including certain Chilean funds, families and private equity firms. During that time, Party C sent a letter reiterating its interest in exploring a transaction involving Laureate’s Chile institutions and other Central American and Latin American businesses.

On February 25, 2020, SEI informed Goldman Sachs that it was prepared to potentially increase its combined acquisition proposal for Walden University and the ANZ business to $1.75 billion, of which approximately $1.15 billion would be attributed to Walden University.

On February 27, 2020, the Special Transaction Committee, based on the authority previously delegated to it by the Board and after considering the proposed terms and conditions of a potential sale of the Malaysia business to HOPE and other matters, approved the sale of the Malaysia business to HOPE by written consent.

On February 28, 2020, certain wholly owned subsidiaries of Laureate entered into a share sale and purchase agreement with HOPE, pursuant to which HOPE agreed to purchase the Malaysia business, including INTI University and Colleges, a higher education institution with five campuses in Malaysia, for a purchase price, including a payment to the current minority owner of the Malaysia business, of $140 million.

Also on February 28, 2020, Goldman Sachs received final proposals from SEI and another interested party (referred to herein as “Party D”) for an acquisition of the ANZ business for a purchase price of AUD$900 million and AUD$859 million, respectively.

By the end of February 2020, Laureate’s management had held several meetings with Mr. Selume, who was still considering various structures, including the formation of a non-profit entity, to discuss how to return control of Laureate’s Chilean not-for-profit institutions to Chilean national interests, and in March 2020, the parties verbally agreed to explore the transfer of Laureate's Chilean for-profit operations and transferring control of the not-for-profit Chile institutions subject to completion of due diligence and agreeing on an acceptable transaction structure. One of the structural considerations was to explore with the UNAB directorate and management regarding the possibility of a combination of the operations of UNAB and the technical-vocational institution, Instituto Profesional AIEP (referred to herein as “AIEP”), through UNAB’s acquisition of AIEP, increasing synergies and deepening the long relationship between the two institutions.

On March 10, 2020, the Board held a regularly scheduled meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. During the meeting, Mr. Freeman provided a report of certain previously held meetings of the Special Transaction Committee, including the consideration and approval of the sale of the Malaysia business. Following discussion, the Board determined that it was no longer necessary for two directors to recuse themselves from the Board’s divestiture discussions, as the Wengen investors with whom they are affiliated were no longer participating in transaction processes involving Laureate’s assets. Members of Laureate’s management discussed, among other matters, the COVID-19 pandemic and management’s plans to protect the health and safety of students, faculty, staff and employees, as well as the actions taken or planned by management and local teams to understand, prepare for and respond to potential business disruption. Laureate’s management also summarized certain organizational initiatives, communications and employee contingency planning related to the Board’s strategic review process. The Goldman Sachs representatives then joined the meeting. The Goldman Sachs representatives updated the Board on the status of each divestiture under consideration and noted that Laureate was currently working with SEI and Party D regarding the sale of the ANZ business and that Laureate’s management continued to prepare for transactions involving the Brazil business and the Chile institutions. Regarding a potential transaction involving Walden University, Goldman Sachs reported that the ongoing discussions with Adtalem primarily revolved around structure. The Board discussed, among other matters, the potential impact of the COVID-19 pandemic and the related

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market volatility and the resulting impact on Laureate’s ability to consummate any of the potential transactions. Members of Laureate’s management then discussed certain potential tax considerations in connection with some of the potential transactions under consideration by the Board, noting that these considerations had also been discussed with the Special Transaction Committee and the audit committee. Laureate’s management continued to review certain projected corporate wind down costs and potential additional ongoing obligations of Laureate following the sale of all of its assets and business operations and discussed the potential uses of proceeds generated from potential divestitures, including repayment of debt and tax-efficient return of capital to stockholders.

On March 18, 2020, the Board held a special meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance to discuss, among other matters, a status update regarding several potential transactions involving Laureate’s businesses. The Goldman Sachs representatives reviewed with the Board Laureate’s historical stock price performance since December 2019 as compared to certain of its U.S. peers and other competitors in Latin America and compared certain financial metrics of Laureate with those of its peers. The Goldman Sachs representatives then updated the Board on the status of each potential divestiture process. The Board discussed the impact of the COVID-19 pandemic and related market volatility on Laureate’s ability to consummate transactions.

Later that day, SEI informed Laureate that it had suspended all potential acquisition activity in light of uncertainty brought about by the COVID-19 pandemic.

On March 19, 2020, Party A informed Laureate that, while it would not be able to proceed with a cash offer for Walden University due to COVID-19-related uncertainty, it was interested in exploring a potential all-stock merger with Walden University.

Over the course of March 2020, the COVID-19 pandemic slowed down or halted discussions regarding potential transactions involving certain of Laureate’s assets and businesses.

Also, during March 2020, Party C informed Goldman Sachs that, due to the COVID-19 pandemic, it was no longer pursuing a transaction involving the Chile institutions and Laureate’s other Central American and Latin American businesses.

On April 1, 2020, Adtalem contacted Goldman Sachs and expressed an interest in continuing with mutual business due diligence to explore the feasibility of acquiring Walden University.

On April 7, 2020, SER’s financial advisor informed Goldman Sachs that SER was prepared to resume exploratory discussions regarding a potential transaction for the Brazil business.

On April 8, 2020, the Board held a special meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. The Goldman Sachs representatives updated the Board on the status of the transaction processes relating to the ANZ business, the Brazil business, the Chile institutions and Walden University, and the Board discussed with its advisors how the COVID-19 pandemic and related market volatility was affecting each process.

At the direction of Laureate, Goldman Sachs communicated on April 20, 2020 to Adtalem’s financial advisor that, in a potential stock-and-cash transaction involving Walden University, Laureate expected to receive 30 – 31% pro forma ownership in the combined company and at least $500 million in cash.

Over the course of May 2020, at the direction of Laureate, Goldman Sachs launched a sale process for the Brazil business and reached out to four parties, including Ânima Holding S.A. (referred to herein after as “Ânima”) and a party referred to below as Party E.

On May 12, 2020, the Board held a regularly scheduled meeting with members of Laureate’s management and representatives of Goldman Sachs, for portions of the meeting, and Laureate’s outside counsel in attendance. Mr. Serck-Hanssen and the representatives of Goldman Sachs provided an update regarding the status of ongoing discussions with respect to potential transactions involving the Chile institutions, the Brazil business and Walden University. They reported that Laureate continued to discuss with Mr. Selume a structure for the divestiture of the Chile institutions and planned to work with SER and Adtalem to conduct mutual due diligence. The Board discussed the foregoing matters. The representatives of Goldman Sachs noted that parties who had previously expressed an interest in a potential transaction

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involving the ANZ business and the business in one Central American jurisdiction remained interested, but were not ready to engage at this time due to concerns regarding the COVID-19 pandemic and related market volatility.

On May 17, 2020, SER submitted an indication of interest for a transaction involving the Brazil business in which Laureate would have a 36.5% pro forma ownership in the post-merger company and receive an amount in cash as additional consideration and requested that Laureate agree to a 30-day exclusivity period.

On May 20, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. The representatives of Goldman Sachs reviewed the terms of SER’s May 17 indication of interest for the Brazil business. The Special Transaction Committee discussed the SER proposal, including SER’s request for exclusivity, and other parties who had expressed an interest in exploring a transaction involving the Brazil business. Following discussion, the Special Transaction Committee directed Laureate’s management, with the assistance of Goldman Sachs, to continue discussions with SER without agreeing to exclusivity. The Goldman Sachs representatives also provided a status update regarding potential transactions involving the ANZ business and Walden University.

On May 22, 2020, SEI indicated to Laureate that it was willing to re-engage on a combined all-stock acquisition of Walden University and the ANZ business.

On May 27, 2020, SER submitted a revised indication of interest for a transaction involving the Brazil business in which Laureate would have a 41.0% pro forma ownership in the post-merger company and receive an amount in cash as additional consideration, and requested that Laureate agree to a 30-day exclusivity period.

On June 1, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs in attendance. The representatives of Goldman Sachs reported on the ongoing discussions regarding potential transactions involving, among other businesses, the Chile institutions, the Brazil business and Walden University. Regarding the potential transaction involving the Brazil business, the Special Transaction Committee discussed a potential counterproposal to be made by Laureate to SER, as well as informing SER that Laureate was prepared to potentially start an auction process if no meaningful progress was made. The Special Transaction Committee also discussed with the Goldman Sachs representatives the other potentially interested parties, including where each of them stood in the process. Regarding Walden University, the Goldman Sachs representatives summarized discussions with Adtalem to date, noting that, at the time, Adtalem was prepared to pay up to $500 million in cash, and reported that Laureate and Adtalem were conducting mutual due diligence and engaging in structuring discussions. Goldman Sachs also indicated that SEI remained interested in an all-stock acquisition of Walden University and the ANZ business, but had not given an updated indication of value. The Special Transaction Committee also discussed certain structuring considerations relating to a transaction involving Walden University and discussed potential next steps regarding the various potential transaction processes, including conveying feedback to SEI regarding some amount of cash consideration being required.

On June 2, 2020, Mr. Selume submitted a proposal that would result in the return of control of all of Laureate’s educational operations in Chile to Chilean nationals through a change of control of Laureate’s not-for-profit Chile institutions and several smaller educational institutions in Chile to an educational foundation to be formed, Fundación Educación y Cultura (referred to herein as “FEC”), to be led by Mr. Selume himself and Juan Antonio Guzman, a former Minister of Education, along with an all-cash acquisition of AIEP, by UNAB for a purchase price of $200 million in cash, subject to due diligence and the independent review and approval of the UNAB board of directors.

On June 3, 2020, SEI conveyed to Goldman Sachs that, due to regulatory concerns, SEI likely would not pursue a transaction involving Walden University until after the U.S. presidential election in November 2020.

On June 5, 2020, SEI contacted Goldman Sachs to convey that SEI would be prepared to explore a transaction involving Walden University prior to the U.S. presidential election, but that any such transaction would be subject to certain regulatory conditions.

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On June 8, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. The Special Transaction Committee discussed the June 2 proposal involving the Chile institutions and potential next steps. Following discussion, the Special Transaction Committee directed Laureate’s management and advisors to negotiate a definitive transaction agreement and commence the process to segregate the institutions and assets to allow for the return and consolidation of control within the defined economic group to be ultimately controlled by FEC. The Special Transaction Committee then discussed a potential response to SER’s May 27 proposal, which involved getting back to SER with a transaction in which Laureate would own approximately 47.7% of the combined company post-closing and receive a to-be-agreed-upon amount in cash as additional consideration, as well as potential next steps for the Brazil business, including rejecting SER’s request for exclusivity in order for Laureate to retain flexibility to continue discussions with other interested parties, but conceding to SER that Laureate would not enter into another transaction for 30 days so that SER could conduct its due diligence and negotiate a definitive transaction agreement with Laureate. The Goldman Sachs representatives also provided an update as to the status of discussions with other parties who were potentially interested in exploring an acquisition of the Brazil business. The Goldman Sachs representatives then reported that Laureate and Adtalem had made progress with their mutual due diligence investigation and continued to analyze the potential transaction structure for the sale of Walden University. The Goldman Sachs representatives also reported that, while SEI was more focused on a potential transaction involving the ANZ business, SEI had communicated to Goldman Sachs that it would be prepared to explore a transaction involving Walden University prior to the U.S. presidential election, except any such transaction would be subject to certain regulatory conditions. The Special Transaction Committee reviewed the status of ongoing discussions with SEI regarding a potential transaction involving the ANZ business and also discussed potentially re-engaging with certain other potentially interested parties.

On June 9, 2020, at the direction of Laureate, Goldman Sachs communicated Laureate’s response to SER’s May 27 proposal.

Also on June 9, 2020, at the direction of Laureate, Goldman Sachs conveyed to SEI that any transaction involving Walden University would have to provide ways for Laureate to sell the SEI shares to be received in the transaction and include at least $500 million as cash consideration to compensate Laureate for certain adverse tax consequences associated with such a transaction.

On June 12, 2020, SER preliminarily agreed to Laureate’s June 9 counterproposal, and Laureate and SER agreed that, while Laureate would retain flexibility to continue discussions with other potentially interested parties, Laureate would not enter into a transaction relating to the Brazil business for 45 days to permit SER to conduct its due diligence and negotiate a definitive transaction agreement with Laureate. Thereafter, Laureate and SER continued to conduct mutual due diligence investigations, and from mid-June through the date of the announcement of the transaction, Laureate and SER, with the assistance of their respective legal and financial advisors, negotiated definitive transaction documents.

On June 14, 2020, Adtalem submitted a proposal for an all-cash acquisition of Walden University for approximately $1.3 billion.

On June 17, 2020, the Board held a special meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance to discuss, among other matters, the status of potential transactions involving the Chile institutions, the Brazil business and Walden University. With respect to the potential transaction involving the Chile institutions, the representatives of Goldman Sachs summarized the key financial terms of the June 2 proposal involving the Chile institutions and described, among other matters, key business issues that needed to be resolved. The Goldman Sachs representatives and Mr. Serck-Hanssen discussed with the Board what they perceived as Mr. Selume’s and UNAB’s motivation for engaging in a potential transaction involving the Chile institutions, and Goldman Sachs reported on other parties who could potentially be interested in such a transaction. Following discussion, the Goldman Sachs representatives described the key financial terms of a transaction with SER as discussed with SER on June 12, including the synergies that could potentially be achieved in such a transaction and how they would affect the terms of a potential transaction. Laureate’s management noted that further due diligence would have to be conducted to validate the synergies estimate. The Goldman Sachs representatives reported on next steps, including the agreement by Laureate not to enter into a transaction with respect to

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the Brazil business for 45 days while retaining the flexibility to continue discussions with other potentially interested parties. The representatives of Goldman Sachs summarized the key financial terms of the June 14 all-cash proposal from Adtalem for Walden University, and the Board discussed potential next steps and certain timing considerations. Following discussion, the Board directed Goldman Sachs to communicate to Adtalem that the June 14 proposal was still insufficient, but that Laureate was prepared to facilitate Adtalem’s due diligence and start negotiating transaction documents. The Goldman Sachs representatives also provided an update regarding the status of discussions with SEI regarding a transaction involving both Walden University and the ANZ business, noting that SEI’s May 22 offer included certain regulatory conditions if a transaction were to be entered into prior to the U.S. presidential election. The Goldman Sachs representatives also reported on Laureate’s discussions with Party D to explore a potential acquisition of the ANZ business. Following further discussion, the Goldman Sachs representatives presented an updated preliminary financial analysis of Laureate assuming the successful completion of the divestitures of Laureate’s businesses at then-current or assumed price levels and certain updated preliminary financial analyses for the various businesses. The Board discussed Goldman Sachs’s analysis, and following such discussion, the consensus of the Board members was that Laureate should continue to explore such transactions.

Shortly after the meeting, Goldman Sachs communicated Laureate’s position to Adtalem’s financial advisor. From that date through the announcement of the transaction, Adtalem conducted due diligence with respect to Walden University.

On June 26, 2020, Ânima submitted a proposal for an acquisition of the Brazil business in an all-stock transaction. Ânima also requested that Laureate agree to a 4-week exclusivity period during which Ânima could complete its due diligence investigation and negotiate definitive transaction agreements.

On July 1, 2020, members of management of Laureate and Adtalem had a meeting with representatives of Laureate’s and Adtalem’s financial advisors in attendance to discuss certain due diligence matters and the ongoing due diligence investigation by Adtalem.

On the same day, SEI requested a meeting among principals to discuss, among other things, potential transaction structures for a transaction involving both Walden University and the ANZ business.

On July 2, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance to discuss, among other matters, the status of Laureate’s ongoing discussions regarding potential transactions involving the Brazil business and Walden University. The Goldman Sachs representatives reviewed with the Special Transaction Committee, among other things, the key financial terms of Ânima’s June 26 proposal for a potential transaction involving the Brazil business. The Special Transaction Committee discussed that Ânima’s offer was not sufficiently attractive and that Ânima’s shareholders would benefit disproportionately from the synergies that could be achieved in a transaction on the terms proposed. Following discussion, the Special Transaction Committee directed Goldman Sachs to inform Ânima that its June 26 offer was not sufficiently attractive for Laureate to continue to engage in discussions. The Goldman Sachs representatives then discussed with the Special Transaction Committee the status of ongoing discussions with SER and other potentially interested parties regarding a potential transaction for the Brazil business. A representative of Laureate’s outside counsel then reviewed with the Special Transaction Committee a proposal regarding certain governance matters for the combined post-closing company in a potential transaction with SER and the manner in which Laureate and its stockholders would be able to sell the shares of the combined company following completion of a transaction with SER. The Goldman Sachs representatives then reported on the July 1 meeting among members of management of Laureate and Adtalem. The Goldman Sachs representatives also reported that, on July 1, 2020, SEI had requested a meeting among principals to discuss, among other things, potential transaction structures.

On July 2, 2020, representatives of Goldman Sachs and representatives of SEI met telephonically to discuss, among other things, certain structure-related matters. During that discussion, SEI informed Goldman Sachs that it would no longer pursue an acquisition of Walden University, but would continue to explore a potential all-cash acquisition of the ANZ business.

On July 8, 2020, Adtalem’s outside counsel sent a draft membership interest purchase agreement for the acquisition of Walden University to Laureate’s outside counsel. Until the date of the announcement of

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the transaction, Laureate and Adtalem, with the assistance of their respective legal and financial advisors, negotiated the membership interest purchase agreement and related transaction documents.

On July 10, 2020, at the direction of Laureate, Goldman Sachs requested that Adtalem submit a revised proposal by July 16 that would allow Laureate to determine if an agreement could be reached by the end of July.

On July 15, 2020, SEI’s outside counsel sent a draft sale and purchase agreement for the acquisition of the ANZ business to Laureate’s outside counsel. Over the following days, the parties continued to discuss certain key terms, including SEI’s proposed purchase price adjustments based on the aggregate working capital and indebtedness and the forecasted performance in relation to uncertainties stemming from the COVID-19 pandemic.

On July 16, 2020, Adtalem submitted a proposal for an acquisition of Walden University that valued Walden University at an overall value of $1.461 billion in cash.

Also on July 16, 2020, an interested party (referred to herein as “Party E”) submitted an indication of interest for an acquisition of the Brazil business in a cash-and-stock transaction. In its proposal, Party E requested that Laureate agree to a 30-day exclusivity period.

Also on July 16, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. During the meeting, the Special Transaction Committee discussed, among other matters, status updates regarding the ongoing discussions with interested parties regarding potential transactions involving the Chile institutions, the Brazil business and Walden University. The Special Transaction Committee further discussed whether Adtalem was compensating Laureate sufficiently for anticipated tax benefits to result from the transaction and the Special Transaction Committee’s consensus was to ask for another $50 million in cash.

On July 17, 2020, the Board held a regularly scheduled meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. One of the directors recused himself in the beginning of the meeting due to a potential conflict of interest described below. Mr. Muñoz then reviewed with the Board a potential conflict of interest affecting one of Laureate’s directors who was designated by a significant shareholder of Laureate who served as an advisor to a potential bidder for the ANZ business. Following discussion, the Board determined that, for so long as the circumstances that gave rise to such potential conflict of interest continued, such director would have to recuse himself from Board deliberations regarding a potential transaction involving the ANZ business. After the conflicted director joined the meeting, Mr. Serck-Hanssen summarized recent developments regarding potential transactions involving Walden University, the Brazil business and the Chile institutions and discussed the possible timing for each. With respect to the potential transaction regarding the Chile institutions, the Goldman Sachs representatives reviewed with the Board remaining open business issues, including with respect to the consideration offered by Mr. Selume. The Board discussed that, given the number of remaining open points with Mr. Selume, the volatile political and regulatory environment in Chile and the ongoing COVID-19 pandemic, it was uncertain if it was possible to finalize negotiations with Mr. Selume. With respect to a potential transaction involving the Brazil business, the Goldman Sachs representatives reported on the due diligence process with SER, described SER’s counterproposal regarding certain governance matters for the combined post-closing company and updated the Board on the status of discussions with other potentially interested parties. With respect to a potential transaction involving Walden University, the Goldman Sachs representatives reviewed, among other matters, certain key business issues that were being negotiated between the parties and certain timing considerations. The Goldman Sachs representatives then reviewed a revised timeline for potential divestitures. After the conflicted director left the meeting, the Goldman Sachs representatives updated the Board on the status of discussions with the two parties who continued to explore a potential transaction involving the ANZ business and described SEI’s proposed purchase price adjustment.

On July 19 and 20, 2020, certain media outlets reported that SER was engaged in discussions with Laureate regarding a potential transaction involving the Brazil business. The same day, SER publicly confirmed that it was considering a potential acquisition of Laureate’s Brazilian assets, but that no deal had been signed yet. Laureate did not comment on the reports.

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On July 20, 2020, Mr. Serck-Hanssen informed the chief executive officer of Adtalem that Adtalem’s July 16 proposal fell short by $50 million. Following discussion, Adtalem’s chief executive officer indicated that she would discuss Laureate’s request internally.

On July 21, 2020, at the direction of Laureate, Goldman Sachs requested Party E to clarify its July 16 proposal for the acquisition of the Brazil business, including the scope of remaining due diligence that Party E needed to conduct to confirm the value of its indicative offer and Party E’s analysis regarding regulatory matters. Goldman Sachs also communicated to Party E that Laureate would expect a consideration mix reflecting a more equal split between cash and stock.

On July 23, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance to discuss, among other matters, the ongoing discussions regarding potential transactions involving the ANZ business, Walden University and the Brazil business. With respect to a potential transaction involving the ANZ business, the Goldman Sachs representatives and Laureate’s outside counsel reviewed the status of negotiations with SEI on certain key terms, including the proposed purchase price adjustment relating to the forecasted performance of the ANZ business, which had been proposed by SEI in light of uncertainties stemming from the COVID-19 pandemic. Following discussion and after taking into account the matters discussed at the meeting and prior meetings and other considerations, the Special Transaction Committee recommended that the Board approve the transaction with SEI. The Goldman Sachs representatives then reported on the status of negotiations with Adtalem, Adtalem’s July 16 proposal and the key business issues that needed to be resolved, including the $50 million shortfall of the July 16 proposal relative to Laureate’s valuation expectations. Following further discussion, with respect to the Brazil business, the representatives of Goldman Sachs reported on the interactions with Party E, including Laureate’s July 21 response to Party E’s July 16 proposal, and on the status of the due diligence investigation with SER. Following discussion and after taking into account the matters discussed at the meeting and prior meetings and other considerations, the Special Transaction Committee determined to recommend that the Board approve the execution of a definitive agreement with SER for the ANZ business.

On July 24, 2020, Laureate received a revised indication of interest from Ânima for a potential acquisition of the Brazil business in a cash-and-stock transaction.

On July 27, 2020, the Board held a special meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. The representatives of Laureate’s outside counsel reviewed with the Board certain legal matters, including the directors’ fiduciary duties as they applied to Laureate as a public benefit corporation and the stockholder approval requirement in connection with a sale of all or substantially all assets of Laureate. Following discussion, Mr. Serck-Hanssen presented the proposed fees that would become payable to Goldman Sachs in connection with a transaction involving the ANZ business and any other divestitures in connection with the strategic review process. Laureate’s outside counsel reported that, based on the disclosure letter that Goldman Sachs had submitted previously, no relationships existed between Goldman Sachs and SEI. Following discussion, including questions from the directors and responses of Laureate’s outside counsel about what the Board should consider regarding its duties as directors of a public benefit corporation, the Board approved the proposed fees for Goldman Sachs and the execution of the related engagement letter between Laureate and Goldman Sachs. Mr. Serck-Hanssen presented an overview of the proposed sale of the ANZ business and the sale process and noted that, although Party D had re-engaged in discussions in mid-June, Party D had not made a proposal regarding the financial or other terms for a transaction. Regarding the proposed transaction with SEI, the Goldman Sachs representatives reviewed with the Board the financial terms of the proposed acquisition of the ANZ business by SEI, compared the terms of the proposed transaction with SEI with the indicative proposals that Goldman Sachs had received on December 16, 2019 and February 28, 2020 and summarized the material financial terms of the proposed purchase agreement, noting that the purchase price adjustment related to the forecasted performance of the ANZ business. A member of management then summarized the material legal terms of the proposed purchase agreement. Following discussion, Mr. Freeman reported that the Special Transaction Committee had, at its July 23 meeting, recommended that the Board approve the transaction with SEI. Following discussion, the Board unanimously approved the sale of the ANZ business to SEI and the proposed purchase agreement. The Goldman Sachs representatives then updated the Board on the status of negotiations with Adtalem regarding the potential

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sale of Walden University and discussed, among other things, the issues that needed to be resolved, including the shortfall of the proposed purchase price relative to Laureate’s expectations.

On July 28, 2020, Adtalem informed Laureate that based upon its diligence conducted to date, it was revising its proposed purchase price for Walden University down from an overall value of $1.461 billion to an overall value of $1.445 billion.

On July 29, 2020, Laureate and SEI entered into a sale and purchase agreement, pursuant to which Laureate agreed to sell to SEI Laureate’s equity interests in the ANZ business for a purchase price of $642.7 million, subject to certain closing adjustments based on the aggregate working capital and indebtedness of the ANZ business and the forecasted performance of the ANZ business.

On August 10, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance to discuss recent developments regarding a potential transaction for the Brazil business and the strategic review process generally. Members of Laureate’s management summarized the results of the due diligence conducted by Laureate on SER and provided an update regarding the status of negotiations with SER, including SER’s positions regarding certain financial, legal and governance matters. Following discussion, the representatives of Goldman Sachs reviewed and compared the key financial terms of SER’s then-current proposal with the proposals received from Ânima and Party E. The Goldman Sachs representatives then reported on and discussed with the Board the ongoing discussions regarding the potential transactions relating to, among others, the Chile institutions and Walden University.

On August 12, 2020, Laureate received a revised offer from SER for the acquisition of the Brazil business in a cash-and-stock transaction with an implied enterprise value of $611 million, consisting of $195 million (including $12 million in unused real estate) in cash, $134 million in net debt and the remaining purchase price to be paid in the form of shares of SER.

On August 14, 2020, Laureate received a proposal from an interested party (referred to herein as “Party F”) for a potential all-cash acquisition of the Brazil business.

On August 19, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance to report, among other matters, on developments regarding the potential transaction involving the Brazil business and to provide updates regarding the potential transactions involving the Chile institutions and Walden University. The representatives of Goldman Sachs reviewed the process with respect to a potential transaction involving the Brazil business. The Goldman Sachs representatives then reviewed the key financial terms of the proposals received from SER, Ânima, Party E and Party F. The Special Transaction Committee directed management and Goldman Sachs to continue to engage in discussions with each interested party for the Brazil business. The representatives of Goldman Sachs then provided an update regarding the ongoing discussions with Adtalem and Mr. Selume regarding the potential transactions involving Walden University and the Chile institutions, respectively, and the Special Transaction Committee discussed remaining open issues and timing as well as the potential impact of certain regulatory changes on the Chile institutions.

On August 19, 2020, Party E sent Laureate a letter with a revised proposal for a potential acquisition of the Brazil business in a cash-and-stock transaction.

On August 20, 2020, Ânima sent a letter with a revised proposal for a potential acquisition of the Brazil business in a cash-and-stock transaction.

On August 21, 2020, the Board held a regularly scheduled meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. In connection with Mr. Serck-Hanssen’s update regarding Laureate performance, members of Laureate’s management provided an overview of the potentially material negative impact of the anticipated Chilean constitutional reform on Laureate’s Chilean operations. Laureate’s management described the Chilean electoral process and reported that the regulatory uncertainty regarding a new constitution likely would remain until late 2022. The members of management then discussed the potential risks of constitutional reform for operating higher education institutions in Chile, which included the loss of Laureate’s ability to control its not-for-profit institutions. Following discussion of the foregoing matters, the Goldman Sachs

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representatives joined the meeting. Mr. Serck-Hanssen summarized recent progress with respect to the potential transactions involving the Brazil business, the Chile institutions and Walden University. The Goldman Sachs representatives compared the enterprise values implied by SER’s revised August 12 offer with those implied by the offers received from Ânima, Party E and Party F. Laureate’s outside counsel noted that, while the purchase prices proposed by Ânima, Party E and Party F were more attractive than that proposed by SER, their proposals were still subject to confirmation by due diligence and carried greater execution risk. Mr. Freeman reported that, at the August 19 meeting, the Special Transaction Committee had directed Laureate’s management, with the assistance of Laureate’s advisors, to continue discussions with each interested party. Following discussion, the Board concurred with the Special Transaction Committee’s conclusions and directed Laureate’s management, with the assistance of the Goldman Sachs and Laureate’s outside counsel, to continue discussions with each of the interested parties and seek to obtain an improved offer from SER. The Goldman Sachs representatives then reported on the progress made on the due diligence with Mr. Selume and the Board discussed, among other matters, potential next steps, certain timing considerations and the challenges presented by the current regulatory and political environment. Members of Laureate’s management expressed their view that, in light of these challenges, it would be in Laureate’s interest to divest the Chile institutions. Representatives of Laureate’s outside counsel answered questions regarding the exercise of directors’ fiduciary duties when evaluating potential transactions. Goldman Sachs then updated the Board regarding the status of negotiations with Adtalem and discussed remaining open business issues, including the shortfall of Adtalem’s last proposal relative to Laureate’s expectations. Mr. Serck-Hanssen summarized the recent discussions between the representatives of Laureate and Adtalem. The Board discussed the foregoing matters, including potential alternative structures for Walden University should Laureate and Adtalem not reach agreement.

On August 22, 2020, Mr. Serck-Hanssen informed the president of SER that Laureate had received offers for the Brazil business that on their face, but still subject to confirmatory due diligence, were more attractive than that of SER, but that the Board would likely approve a transaction with SER if SER were to improve its offer and agree to a 45-day “go shop” provision providing for Laureate’s right to terminate the transaction with SER if it received a competing proposal that was superior to the transaction with SER, subject to Laureate paying SER a break-up fee.

On August 22, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs in attendance to discuss, among other matters, a “go-shop” process if Laureate were to enter into a definitive agreement with SER regarding the acquisition of the Brazil business and next steps with respect to the proposal from SER.

On August 23, 2020, representatives of SER communicated to Laureate that SER was prepared to enter into a transaction to acquire the Brazil business in a cash-and-stock transaction with an enterprise value of $724 million and to agree to a 30-day “go-shop” period.

On September 3, 2020, representatives of Laureate and Adtalem met to discuss and resolve the remaining outstanding issues in the draft membership interest purchase agreement for the acquisition of Walden University. Laureate and Adtalem agreed, subject to approval by their respective boards of directors, to a purchase price of $1.48 billion in cash for Walden University.

On September 7, 2020, the Special Transaction Committee held a meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance to review, among other matters, the status of discussions regarding potential transactions with respect to the Chile institutions, the Brazil business and Walden University. The representatives of Goldman Sachs reviewed SER’s August 23 offer and noted that SER had increased its proposed purchase price by approximately $80 million and that, with such increase, its proposal represented the highest proposal received to date. The Special Transaction Committee discussed certain considerations regarding the offers received from Ânima, Party E and Party F, including the potential execution risk associated with each proposal and the status of due diligence by each party. The Goldman Sachs representatives then reviewed the material financial terms of the potential transaction with SER. Representatives of Laureate’s outside counsel discussed the material legal terms of the potential transaction with SER, including that SER had agreed to a 30-day “go-shop” provision. The Special Transaction Committee discussed various aspects of the proposed transaction with SER, including the “go-shop” provision (and fee payable to terminate a definitive agreement with SER), the potential use of proceeds to be received in the transaction with SER, the ability of Laureate and, in case

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the stock consideration were distributed in-kind, its stockholders to sell the SER shares to be received in the potential transaction and the proposed governance of the combined post-closing company. The Goldman Sachs representatives then reviewed the structure and material financial terms of the proposed transaction with FEC and UNAB, including that Laureate would receive a total purchase price of $218.2 million. With assistance from its outside counsel, Laureate’s management reviewed the material legal terms of the proposed transaction involving the Chile institutions (including the transfer of control of the not-for-profit institutions and the UNAB acquisition of AIEP). The Special Transaction Committee discussed, among other things, the challenging political and regulatory considerations as one of the factors underlying the decision to proceed with the proposed transaction regarding the Chile institutions. The Goldman Sachs representatives reviewed the material financial terms, and a member of Laureate’s management reviewed the material legal terms, of the potential sale of Walden University in a transaction with Adtalem. Following discussion, the representatives of Laureate’s outside counsel reviewed certain legal matters, including the stockholder approval requirement in connection with a sale of all or substantially all of the assets of Laureate. Following further discussion, the Special Transaction Committee determined to recommend that the Board approve the transaction agreements on the terms summarized to the Special Transaction Committee for the proposed transactions involving the Chile institutions, the Brazil business and Walden University. Mr. Serck-Hanssen then reviewed the communication plan and tentative timeline for the potential announcement for each of the transactions.

On September 10, 2020, the Board held a regularly scheduled meeting with members of Laureate’s management and representatives of Goldman Sachs and Laureate’s outside counsel in attendance. The representatives of Laureate’s outside counsel reviewed with the Board the directors’ fiduciary duties (including as directors of a public benefit corporation) as they applied in the context of the Board’s consideration of the proposed transactions with respect to the Chile institutions, Brazil business and Walden University and certain other legal matters, including the stockholder approval requirement in connection with a sale of all or substantially all assets. The representatives of Laureate’s outside counsel then reviewed with the Board Goldman Sachs’s updated relationship disclosure for the prior two years set forth in the letter previously provided to the Board and noted the fees that Laureate would have to pay under its engagement letter with Goldman Sachs for the transactions involving Walden University, the Chile institutions and the Brazil business. After the representatives of Goldman Sachs joined the meeting, Mr. Serck-Hanssen presented an overview of the divestiture and sales processes for, and the current status and timing of, the transactions for each of the Brazil business, the Chile institutions and Walden University.

The Goldman Sachs representatives then reviewed the process regarding a potential sale of the Brazil business and compared the offer received from SER with the proposals received by the other interested parties. The Board discussed certain considerations relating to the proposals received from Ânima, Party E and Party F, including the execution risks associated with their proposals and the status of due diligence activities. The Goldman Sachs representatives then summarized the material financial terms of the proposed transaction with SER, and the representatives of Laureate’s outside counsel summarized the material legal terms of the draft transaction agreement, including the mechanics of the 30-day “go-shop” provision, the amount of the fee Laureate would pay to terminate the SER agreement to take a superior proposal, the governance arrangements of SER post-closing and the restrictions on Laureate’s ability to vote and transfer any SER stock it would receive in the proposed transaction. The Board discussed Laureate’s and its stockholders’ ability to sell any SER stock they would receive in the proposed transaction. Following further discussion, Mr. Freeman reported that the Special Transaction Committee, at its September 7, 2020 meeting, had recommended that the Board approve the proposed transaction with SER.

The Goldman Sachs representatives summarized the process leading up to the potential transaction involving the Chile institutions and noted that, in light of the challenging political and regulatory environment in Chile, the Board had previously determined not to conduct a broader sale process. The Goldman Sachs representatives then reviewed with the Board the material financial terms of the proposed transaction with Mr. Selume. A member of Laureate’s management summarized the material legal terms of the draft of the definitive agreement for the transaction involving the Chile institutions, including the transaction structure, closing conditions and post-closing indemnities. Mr. Freeman reported that the Special Transaction Committee, at its September 7, 2020 meeting, had recommended that the Board approve the proposed transaction with Mr. Selume.

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The Goldman Sachs representatives then summarized the process relating to the potential sale of Walden University, including the various inquiries and proposals received by Laureate regarding a potential transaction. The Goldman Sachs representatives reviewed the material financial terms of the proposed transaction with Adtalem, and a member of Laureate’s management summarized the material legal terms of the draft membership interest purchase agreement, including the post-closing indemnities by Laureate for the benefit of Adtalem. The representatives of Laureate’s outside counsel then reviewed the closing conditions set forth in the draft membership interest purchase agreement, including the regulatory approval and “Material Adverse Effect” conditions. Following the discussion, the Goldman Sachs representatives reviewed the financial analyses of Goldman Sachs regarding the transaction with Adtalem for Walden University. Following discussion, the Goldman Sachs representatives rendered Goldman Sachs’s oral opinion to the Board, which was subsequently confirmed in writing by delivery of a written opinion to the Board dated September 11, 2020, that, as of the date of the written opinion, and based upon and subject to the factors and assumptions set forth therein, the $1.48 billion in cash, subject to the adjustments set forth in the membership interest purchase agreement with Adtalem, to be paid to Laureate for all of the issued and outstanding limited liability company interests of Walden pursuant to the membership interest purchase agreement with Adtalem was fair from a financial point of view to Laureate. Mr. Freeman reported that the Special Transaction Committee, at its September 7, 2020 meeting, had recommended that the Board approve the proposed transaction with Adtalem.

Laureate’s management reported on the external and internal communication plans for each of the proposed transactions, assuming each received Board approval at the meeting. Following discussion and after taking into account the matters presented at the meeting and prior meetings, and after considering the interests of Laureate’s stockholders and other stakeholders and stated public benefit, the Board unanimously determined that entering into the proposed transactions would, when taken together with the previously signed transactions for the Malaysia business and the ANZ business, and potential future sales of Laureate’s remaining businesses and assets, constitute a sale of all or substantially all of the assets of Laureate and it was in the best interests of Laureate and its stockholders and other stakeholders and stated public benefit to enter into the proposed transactions, approved each of the proposed transactions and directed that the proposed transaction with Adtalem for Walden University, taken together with the aforementioned asset sales, and the Purchase Agreement be submitted for approval of the holders of a majority of the voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting as a single class.

Later that same day, Laureate and FEC entered into a definitive agreement for the transfer of control of Laureate’s Chilean not-for-profit institutions and other assets, and UNAB’s board of directors authorized the acquisition of AIEP.

On September 11, 2020, Wengen and certain other stockholders of Laureate delivered a written consent irrevocably approving the Purchase Agreement (as it may be amended from time to time), the ancillary documents and the transactions contemplated thereby, and the Contemplated Transaction, together with the previously signed transactions for the Malaysia business and the ANZ business, the proposed transaction involving the Chile institutions and the Brazil business, respectively, and potential future sales of Laureate’s remaining businesses and assets, for the purposes of Section 271 of the DGCL, which consent became effective prior to the execution of the membership interest purchase agreement by Laureate and Adtalem.

Early in the morning of September 11, 2020, Laureate and Adtalem entered into a membership interest purchase agreement for the Contemplated Transaction and, before the opening of the U.S. stock exchanges, Laureate and Adtalem issued press releases announcing the transaction.

Also as of September 11, 2020, the divestiture of the Chile institutions (including the transfer of control of Laureate’s Chilean not-for-profit institutions and UNAB’s acquisition of AIEP pursuant to the authorization of its board of directors) was completed and, after the closing of the U.S. stock exchanges on September 11, 2020, Laureate issued a press release announcing the transaction.

Later on September 11, 2020, Laureate and SER entered into a transaction agreement for the sale of the Brazil business.

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After September 11, 2020, as permitted under the transaction agreement with SER, Laureate, with the assistance of its advisors, continued to negotiate with Ânima and Party E and received revised proposals for a potential acquisition of the Brazil business in an all-cash transaction from each of Party E and Ânima, respectively. The revised proposal from Party E implied an enterprise value of approximately $751 million, and the revised proposal from Ânima implied an enterprise value of approximately $765 million and that Ânima would pay SER the R$180 million go shop termination fee on behalf of Laureate and pay Laureate additional cash consideration if certain metrics were achieved following the closing of the transaction.

On October 12, 2020, the Board held a special meeting with members of management and representatives of Goldman Sachs and outside counsel in attendance. The representatives of Goldman Sachs reviewed with the Board, among other matters, the financial terms of Ânima’s and Party E’s revised proposals and compared Ânima’s and Party E’s revised proposals with the financial terms of the transaction agreed to with SER. The representatives of outside counsel reviewed with the Board certain legal considerations related to its evaluation of Ânima’s revised proposal. Following discussion and consideration of, among other matters, the financial, regulatory, legal and other aspects of the revised proposals from Party E and Ânima, the Board determined that Ânima’s revised proposal constituted a superior proposal (as such term is defined in the transaction agreement with SER) and directed management to notify SER of the Board’s determination.

On October 13, 2020, Laureate notified SER of Ânima’s revised proposal and its intention to terminate the transaction agreement with SER unless SER, within the time period specified in the transaction agreement with SER, improved the terms of its agreed transaction with Laureate so that Ânima’s revised proposal ceased to constitute a superior proposal.

On October 20, 2020, at the request of SER, the Courts of São Paolo issued a temporary injunction enjoining Laureate from terminating its transaction agreement with SER.

On October 21, 2020, Laureate issued a press release announcing, among other matters, the receipt of Ânima’s revised proposal.

On October 23, 2020, the Board held a special meeting with representatives of management and representatives of Goldman Sachs and outside counsel in attendance to consider, among other matters, Ânima’s revised proposal. The Board noted, among other things, that SER had not requested to discuss the terms of its transaction agreement with Laureate and had not submitted a proposal to revise the terms of its agreed transaction with Laureate. The representatives of Goldman Sachs reviewed with the Board the financial terms of Ânima’s revised proposal and compared it with the financial terms of the transaction agreed to with SER. Laureate’s outside counsel then discussed with the Board certain legal considerations, including certain legal aspects of the transaction agreement with SER. Following discussion and consideration of, among other matters, the financial, regulatory, legal and other aspects of Ânima’s revised proposal, the Board determined that Ânima’s revised proposal continued to constitute a superior proposal under the transaction agreement with SER and approved and authorized the termination of the transaction agreement with SER, the payment of the R$180 million go shop termination fee that would become payable upon such termination and the execution and delivery of the transaction agreement with Ânima.

On October 27, 2020, at the request of Laureate, the Courts of São Paolo vacated the October 20 injunction. Over the following days, representatives of Laureate and SER discussed the possibility of settling all legal proceedings between them relating to the transaction agreement between Laureate and SER.

On October 29, 2020, Laureate and SER reached an agreement to terminate the transaction agreement for the Brazil business and settle all related legal proceedings.

On October 30, 2020, Laureate and Ânima entered into a transaction agreement for the Brazil business.

Reasons for the Contemplated Transaction

In the course of making the determinations described above in “The Contemplated Transaction — Background of the Contemplated Transaction” beginning on page 14, the Board consulted with Laureate’s

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management, as well as Laureate’s legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

•

Strategic Considerations:   The Board considered a number of factors pertaining to the strategic rationale for the Contemplated Transaction, including the following:

•

Laureate’s and Walden’s business, current and historical financial conditions and results of operations and management’s future projections, and the risk of uncertainties involved in achieving these projections;

•

the view that the Contemplated Transaction with Adtalem was consistent with, and also a result of, Laureate’s focus on large markets where Laureate had scale and established in-country networks, which the Board had determined could potentially lead to better outcomes for all of Laureate’s stakeholders;

•

regulatory and political risk heightened by the proximity to the U.S. presidential election in November 2020;

•

since the fourth quarter of 2019, Laureate had engaged in discussions and due diligence with two other potentially interested strategic parties regarding a transaction involving a sale of Walden, and the proposal received from Adtalem was the only proposal received for a transaction that the Board determined to be in the best interests of Laureate, its stockholders and those materially affected by Laureate’s conduct and the specific public benefits identified in Laureate’s organizational documents relative to the alternative of continuing to operate Walden as a subsidiary of Laureate;

•

the Transaction Consideration payable under the Purchase Agreement;

•

Adtalem has delivered evidence to Laureate that Adtalem has sufficient financing commitments to pay the Transaction Consideration at the closing of the Contemplated Transaction as required by the Purchase Agreement; and

•

Adtalem’s purpose of empowering students and members to achieve their goals, find success, and make inspiring contributions to the global community.

•

Cash consideration:   The Board considered the fact that the Transaction Consideration is all cash, which provides certainty and immediate liquidity and value to Laureate, enabling Laureate to realize value that has been created while eliminating long-term business risk. Laureate intends to use substantially all of the after-tax proceeds for general corporate purposes, which may include repayment of certain indebtedness and return of capital to stockholders.

•

Majority Stockholders’ support:   The Board considered the support of the Majority Stockholders, who collectively owned a majority of Laureate’s voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class, in approving the Purchase Agreement (as it may be amended from time to time), the ancillary documents and the transactions contemplated thereby and the Contemplated Transaction and, taken together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, the sale of all or substantially all of Laureate’s assets for purposes of Section 271 of the DGCL and who, as common stockholders, will not receive any Transaction Consideration directly.

•

Fairness opinion:   The Board considered the oral opinion of Goldman Sachs, rendered to the Board, subsequently confirmed in writing by delivery of a written opinion to the Board dated September 11, 2020, that, as of the date of the written opinion, and based upon and subject to the factors and assumptions set forth therein, the Transaction Consideration to be paid to Laureate for all of the issued and outstanding Interests pursuant to the Purchase Agreement was fair, from a financial point of view to Laureate. The Goldman Sachs opinion is more fully described below under the captions “The Contemplated Transaction — Opinion of Goldman Sachs & Co. LLC” beginning on page 35 and the full text of the Goldman Sachs opinion, which sets forth assumptions

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made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this information statement as Annex B.

•

Purchase Agreement:   The Board considered, in consultation with its outside legal counsel, the terms of the Purchase Agreement, which were the product of arm’s-length negotiations and contained terms and conditions that were, in the Board’s view, advisable and favorable to Laureate, including:

•

the representations, warranties and covenants of the parties, the conditions to the parties’ obligations to complete the Contemplated Transaction and their respective ability to terminate the Purchase Agreement in certain specified circumstances;

•

the limited number and nature of the conditions to Adtalem’s obligation to consummate the Contemplated Transaction;

•

the fact that the definition of “Material Adverse Effect” has a number of customary exceptions;

•

the fact that, subject to certain specified limitations, Laureate has certain operating flexibility to conduct its business in the ordinary course between execution of the Purchase Agreement and consummation of the Contemplated Transaction;

•

the fact that the Contemplated Transaction is not subject to a financing condition, the limited number and nature of the conditions to funding set forth in Adtalem’s financing commitment letter and the obligation of Adtalem to use its reasonable best efforts to obtain the financing;

•

the ability of Laureate to seek specific performance in the event that Adtalem breaches the Purchase Agreement, subject to limited and customary exceptions;

•

the fact that, while the Purchase Agreement restricts Laureate’s ability to directly or indirectly solicit, initiate or encourage certain competing transactions involving the sale of Walden, such restrictions do not apply to certain transactions involving a sale or business combination of Laureate, as long as the purchaser or surviving party in such transaction will be bound by the Purchase Agreement and certain ancillary documents and obligated to consummate the Contemplated Transaction subject to the terms and conditions thereof; and

•

the requirement that the parties use their respective reasonable best efforts to complete the transactions contemplated by the Purchase Agreement as promptly as practicable, including obtaining all necessary Educational Consents and antitrust approvals (including pursuant to the HSR Act and a specified foreign filing).

•

Likelihood of consummation:   The Board considered the likelihood that the Contemplated Transaction would be completed, in light of, among other things, the conditions to the Contemplated Transaction, the absence of a financing condition, the covenants by the parties to use their respective reasonable best efforts to file and obtain all necessary Educational Consents and antitrust approvals (including pursuant to the HSR Act and a specified foreign filing). The Board also considered the possibility of the $88,800,000 Termination Fee payable in certain circumstances by Adtalem to Laureate.

•

Financing:   The Board considered that Adtalem obtained committed debt financing for the Contemplated Transaction from certain financial institutions, as well as the fact that Adtalem must use its reasonable best efforts to consummate the debt financing or other permanent financing in lieu thereof, and Adtalem has represented that such financing, together with Adtalem’s cash available on hand, provides for sufficient funds to consummate the transactions contemplated by the Purchase Agreement, including related fees and expenses required to be paid as of the consummation of the Contemplated Transaction.

•

Strategic Alternative Process:   The Contemplated Transaction is one component of the Strategic Alternative Process announced on January 27, 2020, and in connection with such process, Laureate sought to evaluate all potential options for its businesses and engaged with multiple potential interested bidders in a disciplined sales process to create a competitive environment to maximize the stockholder value. The Board considered a number of factors pertaining to the rationale for various strategic alternatives considered in the Strategic Alternative Process, including those for the ANZ business, Brazil business, Chile institutions and Malaysia business, including the following:

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•

Whether the values that could potentially be realized for Laureate’s assets in the private market or through other transactions would likely be greater than the value that the public markets currently ascribed to Laureate’s portfolio of assets;

•

Volatile political and regulatory environments in various jurisdictions, including Chile; and

•

Acquirers’ experience in and commitment to higher education, which is aligned with Laureate’s overall education mission.

The Board also considered and balanced against the potentially positive factors a number of potentially negative factors concerning the Purchase Agreement, including the following factors:

•

Risks associated with announcement of the Purchase Agreement:   The Board considered the possibility of disruption to Laureate’s or Walden’s business that could result from the announcement of the Contemplated Transaction on Laureate’s stock price, Laureate’s or Walden’s operations, business ventures, employees, distributors, customers, suppliers and other business partners and the resulting distraction of management’s attention from day-to-day operations of Laureate’s or Walden’s business and Laureate’s or Walden’s ability to attract and retain key employees during the pendency of the Contemplated Transaction.

•

Risks associated with a failure to consummate the Contemplated Transaction:   The Board considered the fact that, while the Contemplated Transaction is expected to be completed, there are no assurances that all conditions to the parties’ obligations to complete the Contemplated Transaction will be satisfied or waived, and, as a result, it is possible that the Contemplated Transaction may not be completed, as described under “The Purchase Agreement — Conditions to Consummation of the Contemplated Transaction” beginning on page 61. The Board noted the fact that, if the Contemplated Transaction is not completed, (i) Laureate will have incurred significant risk, transaction expenses and opportunity costs, including the possibility of disruption to Laureate’s or Walden’s operations, diversion of management and employee attention, employee attrition and a potentially negative effect on Laureate’s or Walden’s business and relationships, (ii) depending on the circumstances that caused the Purchase Agreement not to be completed, it is likely that the trading price of the Laureate Common Stock will decline, potentially significantly, and (iii) the market’s perception of Laureate’s or Walden’s prospects could be adversely affected.

•

Restrictions on the operation of Laureate’s business:   The Board considered the fact that the Purchase Agreement prohibits Laureate and Walden from taking a number of actions relating to the conduct of Walden’s business prior to the closing without the prior written consent of Adtalem, which may delay or prevent Laureate or Walden from undertaking business opportunities that may arise during the pendency of the Contemplated Transaction, whether or not the Contemplated Transaction is completed.

•

Exclusivity Provision:   The Purchase Agreement restricts Laureate’s ability to directly or indirectly solicit, initiate or encourage a competing transaction involving the sale of Walden.

•

Appraisal rights:   No appraisal rights or dissenters’ rights are available to Laureate’s stockholders under Delaware law or its organizational documents in connection with the Contemplated Transaction.

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Tax Treatment:   The Board considered the likely tax treatment to Laureate of the Contemplated Transaction.

After taking into account all of the factors set forth above, as well as others, the Board determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but summarizes the material information and factors considered by the Board in its consideration of the Contemplated Transaction. The Board reached the decision to recommend and approve the Purchase Agreement and the Contemplated Transaction in light of the factors described above and other factors the Board felt were appropriate. In view of the variety of factors and the quality and amount of information considered, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination, and individual members of the Board may have given different weights to different factors. The Board conducted an overall analysis of the factors described above, including thorough discussions

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with, and questioning of, senior management of Laureate and Walden, representatives of Goldman Sachs as financial advisors, and representatives of Simpson Thacher & Bartlett LLP and Jones Day as legal advisors, and considered the factors overall to be favorable to, and to support, its determinations. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 11.

Required Stockholder Approval for the Contemplated Transaction

Under Section 271 of the DGCL and our organizational documents, the approval of the Contemplated Transaction, taken together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement that Laureate was seeking to evaluate all potential options for its businesses, including sales, spin-offs or business combinations, and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, required the affirmative vote or written consent of the holders of a majority of the voting power represented by the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class. Prior to the execution of the Purchase Agreement, the Majority Stockholders, which together on such date beneficially owned 10,356,650 shares of Class A common stock and 56,861,333 shares of Class B common stock, representing a majority in voting power of the outstanding shares of Class A common stock and Class B common stock of Laureate, voting together as a single class, executed and delivered the Written Consent, irrevocably approving the Purchase Agreement (as it may be amended from time to time), the ancillary documents and the transactions contemplated thereby, and the Contemplated Transaction, together with other asset sales approved by the Board following Laureate’s January 27, 2020 announcement and up to and including the September 10, 2020 meeting of the Board and the potential sale of the Company’s other remaining businesses and the assets related thereto, for purposes of Section 271 of the DGCL. No further action by any Laureate stockholder is required under applicable law or under the Purchase Agreement (or otherwise) to adopt the Purchase Agreement or approve the Contemplated Transaction. As a result, Laureate is not soliciting your vote for or consent to the adoption of the Purchase Agreement or the approval of the Contemplated Transaction and will not call a stockholders’ meeting for purposes of voting on the adoption of the Purchase Agreement or the approval of the Contemplated Transaction. No action by the stockholders of Adtalem is required to consummate the Contemplated Transaction.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Section 228(e) of the DGCL requires notice of the action to those stockholders who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting. This information statement and the notice attached hereto shall constitute notice from Laureate to you of the Written Consent as required by Section 228(e) of the DGCL.

In accordance with Rule 14c-2 of the Exchange Act, the Contemplated Transaction may not be completed until 20 calendar days after the date of mailing this information statement to Laureate’s stockholders. Therefore, notwithstanding the execution and delivery of the Written Consent, the Contemplated Transaction will not occur until that time has elapsed. However, there can be no assurance that the Contemplated Transaction will be consummated at that time, or at all.

Use of Proceeds

Assuming that the Contemplated Transaction is consummated in accordance with the terms of the Purchase Agreement, Laureate intends to use substantially all of the after-tax proceeds for general corporate purposes, which may include repayment of certain indebtedness and return of capital to stockholders.

Opinion of Goldman Sachs & Co. LLC

At a meeting of the Board, Goldman Sachs rendered its oral opinion to the Board, subsequently confirmed in writing by delivery of a written opinion to the Board dated September 11, 2020, that, as of the date of the written opinion, and based upon and subject to the factors and assumptions set forth therein, the Transaction Consideration to be paid to Laureate for all of the issued and outstanding Interests pursuant to the Purchase Agreement was fair from a financial point of view to Laureate.

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The full text of the written opinion of Goldman Sachs, dated September 11, 2020, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Contemplated Transaction. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Laureate’s capital stock should vote with respect to the Contemplated Transaction, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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the Purchase Agreement;

•

annual reports to stockholders and Annual Reports on Form 10-K of Laureate for the five years ended December 31, 2019;

•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Laureate;

•

certain other communications from Laureate to its stockholders;

•

certain publicly available research analyst reports for Laureate;

•

audited consolidated financial statements for the Walden Group for the years ended December 31, 2018 and December 31, 2019;

•

unaudited consolidated financial statements for the Walden Group for the six month period ended June 30, 2020;

•

certain internal financial analyses and forecasts for the Walden Group prepared by the management of Laureate, as approved for Goldman Sachs’ use by Laureate (the “Walden Forecasts”); and

•

certain estimates of the amount of adjustments contemplated by Sections 2.01 and 2.04 of the Purchase Agreement, as prepared by the management of Laureate and approved for Goldman Sachs’ use by Laureate (the “Adjustment Estimates”).

Goldman Sachs also held discussions with members of the senior managements of Laureate and Walden regarding their assessment of the strategic rationale for, and the potential benefits of, the Contemplated Transaction and the past and current business operations, financial condition, and future prospects of the Walden Group; reviewed the reported price and trading activity for the shares of the Laureate Common Stock, and the shares of common stock, par value $0.01 per share, of Adtalem; compared certain financial information for the Walden Group and certain financial and stock market information for Laureate with similar financial and stock market information for certain other companies the securities of which are publicly traded; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with Laureate’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Laureate’s consent that the Walden Forecasts and the Adjustment Estimates were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Laureate. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Laureate, Walden or any of their respective subsidiaries or the Walden Group and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Contemplated Transaction would be obtained without any adverse effect on Laureate, Walden or on the expected benefits of the Contemplated Transaction in any way meaningful to its analysis. Goldman Sachs also assumed that the Contemplated Transaction would be consummated on the terms set forth in the Purchase Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Laureate to engage in the Contemplated Transaction or the relative merits of the Contemplated Transaction as compared to any

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strategic alternatives that may be available to Laureate; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to Laureate, as of the date of the written opinion, of the Transaction Consideration to be paid to Laureate for all of the issued and outstanding Interests pursuant to the Purchase Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Purchase Agreement or the Contemplated Transaction or any term or aspect of any other agreement or instrument contemplated by the Purchase Agreement or entered into or amended in connection with the Contemplated Transaction, including any ongoing obligations of Laureate or the Walden Group, any allocation of the Transaction Consideration, the fairness of the Contemplated Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Laureate; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Laureate or Walden, or class of such persons, in connection with the Contemplated Transaction, whether relative to the Transaction Consideration to be paid to Laureate for all of the issued and outstanding Interests pursuant to the Purchase Agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of the date of its written opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its written opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of the Laureate Common Stock will trade at any time, or as to the potential effects of volatility in the credit, financial and stock markets on Laureate, Walden, Adtalem, or the Contemplated Transaction, or as to the impact of the Contemplated Transaction on the solvency or viability of Laureate, Walden or Adtalem or the ability of Laureate, Walden or Adtalem to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 4, 2020, and is not necessarily indicative of current market conditions.

Illustrative Discounted Cash Flow Analysis.   Using the Walden Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Walden on a standalone basis. Using discount rates ranging from 8.0% to 9.0%, reflecting estimates of Walden’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2020 (i) estimates of unlevered free cash flow for Walden for the second half of the year 2020 and the years 2021 through 2024 as reflected in the Walden Forecasts and (ii) a range of illustrative terminal values for Walden, which were calculated by applying exit multiples of 6.0x to 8.0x to a terminal year estimate of next twelve month (NTM) EBITDA of Walden, as reflected in the Walden Forecasts (which analysis implied perpetuity growth rates ranging from negative 2.2% to 1.1%). Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of enterprise value / NTM EBITDA exit multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Walden Forecasts, market expectations regarding long-term real growth of gross domestic product and inflation and the enterprise value / NTM EBITDA multiples for the selected companies as set forth below under “— Selected Companies Analysis.” Goldman Sachs derived ranges of illustrative enterprise values for Walden by adding the ranges of present values it derived above. Goldman Sachs’ analysis derived a range of illustrative enterprise values for Walden of $1,303,000,000 to $1,649,000,000.

Illustrative Present Value of Future Equity Value Analysis.   Goldman Sachs performed an illustrative analysis of the implied present value of the illustrative future equity value of Walden on a standalone basis. For this analysis, Goldman Sachs used the Walden Forecasts for the second half of the year 2020 and

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each of the years 2021 to 2023. Goldman Sachs first calculated the implied enterprise value of Walden as of December 31, 2021 and as of December 31, 2022 by applying enterprise value to NTM EBITDA multiples of 6.0x to 8.0x to EBITDA estimates for the year 2022 and 2023, respectively. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the enterprise value / NTM EBITDA multiples of the selected companies, as set forth below under “— Selected Companies Analysis”. Using the Walden Forecasts, Goldman Sachs then added cumulative unlevered free cash flow as of December 31, 2021 and December 31, 2022, respectively, to derive the implied equity value of Walden as of such dates and discounted the implied equity values so derived back to June 30, 2020, using a range of illustrative discount rates of 8.0% to 10.0%, reflecting an estimate of Walden’s cost of equity. Goldman Sachs derived such range of discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of the equity value of Walden and, assuming net debt of zero as directed by Walden’s management for purposes of this analysis, a range of implied enterprise values for Walden of $1,043,000,000 to $1,449,000,000.

Selected Companies Analysis.   For reference purposes only and not as part of its fairness analysis, Goldman Sachs reviewed and compared enterprise value / EBITDA multiples based on financial data as of September 4, 2020, information it obtained from SEC filings and Institutional Brokers Estimate System (IBES) estimates for Laureate and for the following publicly traded corporations in the for-profit education industry (collectively, the “selected companies”):

•

Adtalem

•

American Public Education, Inc.

•

Perdoceo Education Corporation

•

Strategic Education, Inc.

Although none of the selected companies is directly comparable to Walden, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Walden.

The results of these analyses are summarized as follows:

Enterprise Value as a multiple of:	Selected Companies
	Range		Median
2020 EBITDA	​	4.1x – 7.2x	​	6.2x
2021 EBITDA	​	3.6x – 6.9x	​	5.9x

For purposes of the enterprise value / EBITDA multiples, (i) the multiples and ratios of Laureate and Strategic Education, Inc. were adjusted pro forma for the pending sale of Laureate’s Australian and New Zealand operations to Strategic Education, Inc. announced in July 2020 and (ii) the enterprise value of Laureate excluded $216,000,000 of cash held by certain variable interest entities.

​	Average NTM-Time Weighted EBITDA Multiples
Selected Company	3 Month		6 Month		1 Year		2 Year		3 Year
Laureate	​	5.8x	​	5.3x	​	6.1x	​	6.9x	​	7.0x
Adtalem	​	6.5x	​	6.0x	​	6.8x	​	8.1x	​	8.2x
Strategic Education, Inc.	​	9.5x	​	9.6x	​	9.9x	​	11.2x	​	11.3x
American Public Education, Inc.	​	7.6x	​	6.6x	​	5.8x	​	5.7x	​	6.0x
Perdoceo Education Corporation	​	4.8x	​	4.3x	​	5.5x	​	6.6x	​	6.8x

For purposes of the average NTM-time weighted EBITDA multiples, the multiples and ratios of Laureate and Strategic Education, Inc. were adjusted pro forma for the pending sale of Laureate’s Australian and New Zealand operations to Strategic Education, Inc. announced in July 2020.

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The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Laureate or Walden or the Contemplated Transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board as to the fairness from a financial point of view to Laureate, as of the date of the written opinion, of the Transaction Consideration to be paid to Laureate for all of the issued and outstanding Interests pursuant to the Purchase Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon the Walden Forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Laureate, Walden, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasted.

The Transaction Consideration was determined through arm’s-length negotiations between Laureate and Adtalem and was approved by the Board. Goldman Sachs provided advice to Laureate during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Laureate or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Contemplated Transaction.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Purchase Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Laureate, Adtalem, any of their respective affiliates and third parties, including Wengen, and its affiliates and significant equityholders, including Kohlberg Kravis Roberts & Co. L.P. (together with KKR & Co. Inc., “KKR”) and Cohen Private Ventures, LLC (together with CPV Holdings, LLC and Point 72 Asset Management, L.P., “CPV”) and their respective affiliates and portfolio companies, or any currency or commodity that may be involved in the Contemplated Transaction. Goldman Sachs acted as financial advisor to Laureate in connection with, and participated in certain of the negotiations leading to, the Contemplated Transaction. Goldman Sachs has provided certain financial advisory and/or underwriting services to Laureate and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint bookrunning manager with respect to a public offering of 14,087,500 shares of the Laureate Common Stock, on behalf of Wengen, in November 2018; as Laureate’s financial advisor in connection with the sale of Laureate’s institutions in Spain and Portugal in June 2019; as Laureate’s financial advisor in connection with the pending sale of Laureate’s Australian and New Zealand operations announced in July 2020; as Laureate’s financial advisor in connection with the sale of Laureate’s Chile institutions in September 2020; and as Laureate’s financial advisor in connection with the pending sale of Laureate’s Brazil operations announced in September 2020. Goldman Sachs also has provided certain financial advisory and/or underwriting services to KKR and/or its affiliates and portfolio companies from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint lead agent with respect to a bank loan to an affiliate of KKR in connection with its acquisition of Envision Healthcare Corp.

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(aggregate principal amount $5,350,000,000), in September 2018; as financial advisor to Kohlberg Kravis Roberts & Co. (Asia), an affiliate of KKR, with respect to its acquisition of LCY Chemical Corp. in January 2019; as book manager with respect to the public offering by a fund affiliated with KKR of its 1.625% guaranteed bonds due 2029 (aggregate principal amount €650,000,000), in May 2019; as joint bookrunner with respect to the initial public offering of 20,500,000 shares of common stock of BridgeBio Pharma, Inc., a portfolio company of funds affiliated with KKR, in June 2019; as financial advisor to KKR with respect to the acquisition of OverDrive, Inc. by funds affiliated with KKR, announced in December 2019; as exclusive financial advisor to KKR with respect to the acquisition of Roompot Group by funds affiliated with KKR, announced in June 2020; and as joint bookrunner with respect to the public offering of 23,000,000 shares of 6.00% Series C Mandatory Convertible Preferred Stock issued by an affiliate of KKR in August 2020. Goldman Sachs has also provided certain financial advisory and/or underwriting services to CPV and/or its affiliates and portfolio companies from time to time. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Laureate, Adtalem, Wengen, and their respective affiliates and significant equityholders, including KKR, CPV, and their respective affiliates and portfolio companies, for which the Investment Banking Division of Goldman Sachs may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Wengen, KKR, CPV and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of Wengen, KKR and CPV from time to time and may do so in the future. During the two year period ended September 11, 2020, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Laureate and/or its affiliates of approximately $10,100,000 and to KKR and/or its affiliates and portfolio companies (which may include companies that are not controlled by KKR) of approximately $63,200,000. During the two year period ended September 11, 2020, Goldman Sachs has not recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to CPV and/or its affiliates and portfolio companies (which may include companies that are not controlled by CPV). During the two year period ended September 11, 2020, the Investment Banking Division of Goldman Sachs has not been engaged by Adtalem or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Contemplated Transaction. Pursuant to an engagement letter dated September 2, 2020, Laureate engaged Goldman Sachs to act as its financial advisor in connection with the Contemplated Transaction. The engagement letter between Laureate and Goldman Sachs provides for a transaction fee currently estimated to be $10,360,000, which is contingent upon consummation of the Contemplated Transaction. In connection with the engagement, Laureate also engaged Goldman Sachs with respect to sales of the ANZ business, the Brazil business and the Chile institutions (as discussed in “The Contemplated Transaction — Background of the Contemplated Transaction” beginning on page 14). Laureate has paid Goldman Sachs a transaction fee for its services in connection with the sale of the Chile institutions and has agreed to pay Goldman Sachs a transaction fee for its services in connection with each of the sales of the ANZ business and the Brazil business, which are contingent on the consummation of each of the sales. The aggregate amount of the transaction fee for all three sales is currently estimated to be approximately $15,000,000 (which amount may fluctuate based on exchange rates). Goldman Sachs is also entitled to a potential incentive transaction fee ranging from 0.00% to 0.60% of the aggregate consideration paid in connection with certain completed transactions, including the Contemplated Transaction. However, the payment of the incentive fee is subject to various quantitative factors and contingencies, and as of November 20, 2020, Goldman Sachs is not entitled to any such incentive transaction fee. In addition, Laureate has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws. In connection with the consummation of the transaction involving the Brazil business, Laureate has entered into certain contingent and other derivative transactions to hedge the currency risk associated with such transaction with Goldman Sachs and other counterparties. Goldman Sachs may receive certain compensation from Laureate and have other economics in connection with acting as counterparty.

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Walden Forecasts

Laureate has historically prepared and provided public guidance as to Laureate’s consolidated projected financial and operational results for its then-current fiscal year in its press releases announcing its financial results for the then-current quarter or year, as applicable. Laureate has not historically provided public guidance by segment or for Walden on a standalone basis. Other than the financial guidance described above, Laureate does not as a matter of course make other public forecasts as to future sales, earnings, or other results, and forecasts for extended periods of time are of particular concern to Laureate due to the unpredictability of the underlying assumptions and estimates. However, in connection with the discussions regarding the Contemplated Transaction, Laureate management, upon consultation with Walden management, prepared certain unaudited prospective financial information for the Walden Business for fiscal years 2020 through 2024 for the Board and Goldman Sachs, which are referred to collectively as the Walden Forecasts. The Walden Forecasts were prepared by treating the Walden Business on a stand-alone basis, without giving effect to the Contemplated Transaction including the impact of negotiating or executing the Contemplated Transaction, the expenses that may be incurred in connection with consummating the Contemplated Transaction, including the effect of any business or strategic decision or action that has been or will be taken as a result of the Purchase Agreement with Adtalem having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the Purchase Agreement with Adtalem had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Contemplated Transaction.

The accompanying Walden Forecasts were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or generally accepted accounting principles, which is referred to as GAAP, but, in the view of Walden’s management and Laureate’s management, were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Walden Business on a stand-alone basis as described above and subject to the assumptions and limitations described in this section. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on the Walden Forecasts. Although Walden’s management and Laureate’s management believes there is a reasonable basis for the Walden Forecasts, Laureate cautions stockholders that future results of the Walden Business could be materially different from the Walden Forecasts. This summary of the Walden Forecasts is being included in this information statement because the Walden Forecasts were provided to Goldman Sachs for its use in connection with its financial analyses and fairness opinion and the Board for purposes of considering and evaluating the Contemplated Transaction and the Purchase Agreement. Revenues and Carve-out Adjusted EBITDA forecast figures were also provided to Adtalem. Laureate’s independent registered public accounting firm has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Walden Forecasts and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The Walden Forecasts are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Walden Forecasts are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Walden’s management and Laureate’s management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, competition, and the risks discussed in this information statement under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 11. See also “Where You Can Find More Information” beginning on page 75. The Walden Forecasts also reflect assumptions as to certain business decisions that are subject to change. Because the Walden Forecasts were developed for the Walden Business on a stand-alone basis without giving effect to the Contemplated Transaction, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, any synergies that may be realized as a result of the Contemplated Transaction or any changes to the operations or strategy of the Walden Business that may be implemented after completion of the Contemplated Transaction. There can be no assurance that the Walden Forecasts will

41

be realized, and actual results of the Walden Business may differ materially from those shown. Generally, the further out the period to which the Walden Forecasts relate, the less predictable and more unreliable the information becomes.

The Walden Forecasts contain certain non-GAAP financial measures that Laureate believes are helpful in understanding its past financial performance and future results. Laureate’s management and Walden’s management regularly uses a variety of financial measures that are not prepared in accordance with GAAP, including Adjusted EBITDA (defined below), for forecasting, budgeting and measuring operating performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While Laureate believes that these non-GAAP financial measures provide meaningful information to help investors understand the operating results of the Walden Business and to analyze the financial and business trends of the Walden Business on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Laureate’s competitors and may not be directly comparable to similarly titled measures of Laureate’s competitors due to potential differences in the exact method of calculation.

Financial measures included in projections provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Walden Forecasts, are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore such financial measures are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board or Goldman Sachs in connection with the Contemplated Transaction. Accordingly, no reconciliation of the financial measures included in the Walden Forecasts is provided in this information statement.

None of Laureate or any of its affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the Walden Forecasts, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the Walden Forecasts to reflect circumstances existing after the date the Walden Forecasts were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Walden Forecasts, as applicable, are shown to be in error. Except as required by applicable securities laws, Laureate does not intend to make publicly available any update or other revision to the Walden Forecasts, even in the event that any or all assumptions are shown to be in error. Laureate has made publicly available its actual results of operations for the year ended December 31, 2019 on Laureate’s Annual Report on Form 10-K filed with the SEC on February 27, 2020 and for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020 on Laureate’s Quarterly Reports on Form 10-Q filed with the SEC on May 7, 2020, August 6, 2020 and November 5, 2020, respectively. None of Laureate or its affiliates, advisors, officers, directors or other representatives has made or makes any representation to any Laureate stockholder or other person regarding Laureate’s or Walden’s ultimate performance compared to the information contained in the Walden Forecasts or that forecasted results will be achieved. Laureate has made no representation to Adtalem, in the Purchase Agreement or otherwise, concerning the Walden Forecasts.

Summary of the Walden Forecasts

The following table presents certain unaudited prospective financial information of the Walden Business prepared by Laureate management, upon consultation with Walden management, for fiscal years 2020 through 2024, and approved for Goldman Sachs’ use by Laureate management.

​	Fiscal Year Ended December 31,
($ in millions)	2020E		2121E		2022E		2023E		2024E
Revenues	​	598	​	625	​	659	​	709	​	774
Carve-out Adjusted EBITDA(1)	​	167	​	173	​	184	​	197	​	215
Standalone Costs(2)	​	(10)	​	(10)	​	(11)	​	(11)	​	(12)
Standalone Adjusted EBITDA(3)	​	157	​	163	​	174	​	186	​	203
Adjusted EBIT(4)	​	139	​	144	​	154	​	166	​	183

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(1)

Carve-out Adjusted EBITDA, a non-GAAP term, is operating income (loss) plus depreciation and amortization and share-based compensation expense.

(2)

Standalone Costs, a non-GAAP item, are incremental costs, estimated by Laureate’s management, upon consultation with Walden’s management, that Walden incur if Walden operated as a standalone company during the applicable period.

(3)

Standalone Adjusted EBITDA, a non-GAAP item, is Adjusted EBITDA, net of Standalone Costs.

(4)

Adjusted EBIT, a non-GAAP term, is Adjusted EBITDA, net of depreciation and amortization.

Using the Walden Forecasts, the following unlevered free cash flow estimates were calculated by Goldman Sachs and approved for Goldman Sachs’ use by Laureate management.

​	Fiscal Year Ended December 31,
($ in millions)	2020E		2121E		2022E		2023E		2024E
Unlevered free cash flow(1)	​	106	​	104	​	109	​	122	​	139

(1)

Unlevered free cash flow, a non-GAAP term, is calculated as Adjusted EBIT, less tax expense, plus depreciation and amortization, less capital expenditure, less cloud computing costs and less changes in net working capital.

Financing

In connection with its entry into the Purchase Agreement, Adtalem has entered into the Commitment Letter with the Commitment Parties pursuant to which and subject to the terms and conditions set forth therein, the Commitment Parties have agreed to provide (i)(A) a Term Facility in an aggregate principal amount of $1,000,000,000, (B) a Revolving Facility in an aggregate commitment amount of $400,000,000 and (ii) a Bridge Facility in an aggregate principal amount of up to $650,000,000 to the extent one or more series of senior secured notes pursuant to a Rule 144A offering or other private placement in an aggregate principal amount of $650,000,000 are not issued (in escrow or otherwise) prior to the consummation of the Contemplated Transaction. The proceeds from the Facilities will be used, among other things, to finance the Contemplated Transaction, refinance Adtalem’s existing credit agreement, pay fees and expenses related to the Contemplated Transaction and, in the case of the Revolving Facility, to finance ongoing working capital and general corporate purposes. The commitments under the Commitment Letter are subject to certain customary closing conditions.

The obligations of Adtalem to complete the Contemplated Transaction are not subject to any financing condition.

The commitment of the Commitment Parties under the Commitment Letter expires upon the earliest to occur of (i) consummation of the Contemplated Transaction (with or without the use of the Facilities), (ii) termination of the Purchase Agreement in accordance with its terms and (iii) five business days after March 11, 2022.

If any portion of Adtalem’s debt financing becomes unavailable on the terms and conditions contemplated by the Commitment Letter, the Purchase Agreement requires Adtalem to use its reasonable best efforts to as promptly as practicable arrange and obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Adtalem in the aggregate than those contained in the Commitment Letter, in an amount sufficient to satisfy the Financing Uses (as defined in the Purchase Agreement) at the closing.

Interests of our Directors and Executive Officers in the Contemplated Transaction

You should be aware that executive officers and directors of Laureate have interests in the Contemplated Transaction that are different from, or in addition to, the interests of Laureate stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Purchase Agreement. These interests are described below.

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Strategic Alternative Process

As described above, in January 2020, Laureate announced the Strategic Alternative Process. In connection with this process, Laureate’s Compensation Committee recommended, and the Board approved, certain changes to Laureate’s compensation programs. These compensation programs are described below.

Arrangements with Certain Executives

Current Executive Officer Benefits Tied to Strategic Alternative Process

Messrs. Serck-Hanssen, Charhon, Grace and Sinkfield

Eilif Serck-Hanssen, our President and Chief Executive Officer, Jean-Jacques Charhon, our Executive Vice President and Chief Financial Officer, Timothy Grace, our Chief Human Resources Officer, and Richard Sinkfield, our Chief Legal Officer and Chief Ethics & Compliance Officer, are eligible to receive benefits in connection with the completion of the Strategic Alternative Process, of which the Contemplated Transaction is one component. We have entered into letter agreements with each of Mr. Serck-Hanssen, dated March 23, 2020, Mr. Charhon, dated March 25, 2020, Mr. Grace, dated March 23, 2020, and Mr. Sinkfield, dated April 5, 2020, each of which provides them with eligibility for a retention bonus and equity award acceleration and, with respect to Messrs. Serck-Hanssen, Charhon and Grace, enhanced severance benefits as described below.

Under their respective letter agreements, each of Messrs. Serck-Hanssen, Charhon, Grace and Sinkfield is eligible to receive a retention bonus on the earlier of (i) a Change of Control (as defined in Laureate’s Amended and Restated 2013 Long-Term Incentive Plan (the “Equity Plan”)) and (ii) the date the Board declares a close to the Strategic Alternative Process (the earlier to occur of clauses (i) and (ii), the “Determination Date”), with a target amount equal to 75% of his annual base salary. For Messrs. Serck-Hanssen, Charhon and Grace the actual retention bonus amount will be adjusted up or down in a range of 0% to 200% of target based generally on total return to Laureate’s shareholders and when the Valuation Date (as defined below) occurs. For Mr. Sinkfield, 50% of the actual retention bonus amount will be adjusted up or down in a range of 0% to 200% of target based generally on total return to Laureate’s shareholders and when the Valuation Date occurs and 50% will be paid based on a prorated portion of target based on when the Valuation Date occurs. Payment of the retention bonus is generally subject to continued employment of the executive through the applicable Determination Date; provided, that a prorated retention bonus will be payable if, prior to the Determination Date, the executive is terminated by us without Cause or the executive resigns for Good Reason, based on service from January 27, 2020 through termination of employment (the earlier to occur of the Determination Date and the date of such termination, the “Valuation Date”).

In addition, under the letter agreements, and with respect to Mr. Sinkfield, under Laureate’s Severance Policy for Executives, in the event that an executive’s employment is terminated by us without Cause or the executive resigns for Modified Good Reason (or in the case of Mr. Sinkfield, for Good Reason) prior to the Determination Date or during the 12-month period thereafter, then:

•

the executive will be eligible to receive severance benefits consisting of:

•

a lump sum payment equal to, for Mr. Serck-Hanssen, 2x his annual base salary and target annual bonus, and for each of Messrs. Charhon, Grace and Sinkfield, 1.5x his annual base salary and target annual bonus,

•

an amount equal to the executive’s annual target bonus for the year during which his termination was effective, prorated based on the number of days he was employed,

•

subsidized COBRA health coverage for 18 months or, if earlier, until the executive becomes eligible for health coverage under a substantially similar plan,

•

payment for any accrued but unused vacation in accordance with Laureate’s applicable policy, and

•

outplacement services for up to nine months after termination of employment; and

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•

all of the executive’s then-outstanding unvested equity awards under the Equity Plan will vest in full and settle (with performance targets deemed to be attained) (together with the payments and benefits described above, the “Executive Payments and Benefits”).

For purposes of the letter agreements described above:

“Cause” generally means (i) gross negligence or willful malfeasance in connection with the executive’s performance of duties, (ii) conviction of, or pleading guilty or nolo contendere to any felony, (iii) theft, embezzlement, fraud or other similar conduct or (iv) a willful and material breach of any applicable agreements with Laureate or its affiliates including, without limitation, engaging in any action in breach of any applicable restrictive covenants.

“Modified Good Reason” generally means the occurrence of any of the following without the Executive’s consent (i) a material diminution in the Executive’s base salary, (ii) as of, and following the Determination Date, a material diminution in the Executive’s authority, duties or responsibilities when compared to the Executive’s authority, duties or responsibilities as of January 27, 2020 or, (iii) a relocation by more than fifty miles in the principal location in which the Executive is required to performance services; provided, that Modified Good Reason will not exist unless and until the Executive provides written notice of the acts alleged to constitute Modified Good Reason within 90 days of the Executive’s knowledge of the occurrence of such event, and Laureate fails to cure such acts within 30 days following receipt of such notice, if curable, and the Executive terminates employment within 60 days following expiration of such cure period.

“Good Reason” generally has the same meaning as Modified Good Reason, except that prong (ii) of the definition of Modified Good Reason does not constitute Good Reason.

For an estimate of the value of the payments and benefits described above that would be payable to Messrs. Serck-Hanssen, Charhon and Grace under their respective letter agreements in connection with the completion of the Strategic Alternative Process, see the section entitled “Golden Parachute Compensation” below. The estimated value of the payments and benefits described above that would be payable to Mr. Sinkfield in respect of his retention bonus, severance benefits and equity acceleration in connection with the completion of the Strategic Alternative Process will be $87,500, $1,351,230 and $266,661, respectively, calculated based on unvested equity awards outstanding as of, and base salary and target bonus amounts in effect as of, the Assumed Closing Date (defined below). None of Messrs. Serck-Hanssen, Charhon, Grace or Sinkfield will receive these benefits solely based on the closing of the Contemplated Transaction.

Other Non-Current Executive Officer Benefits Tied to Specified Businesses

We have entered into a letter agreement, dated April 13, 2020, with Paula Singer, the Chief Executive Officer of Walden and Online Partners, that provides her with eligibility for a retention bonus in connection with completion of the Contemplated Transaction, whether or not the Strategic Alternative Process has been completed. Under Ms. Singer’s letter agreement, if the Contemplated Transaction closes before July 31, 2021, Ms. Singer will be eligible to receive a retention bonus equal to $344,250. If the Contemplated Transaction does not close before July 31, 2021, Ms. Singer will be eligible to receive a retention bonus equal to $172,125. Payment of the retention bonus is subject to Ms. Singer remaining actively employed in good standing (and not having given notice of intent to resign) through the closing of the Contemplated Transaction or July 31, 2021, as the case may be.

In addition, under Ms. Singer’s letter agreement, in the event that her employment is terminated without Cause or she resigns for Modified Good Reason prior to the Determination Date or during the 12-month period thereafter, then Ms. Singer will be entitled to the Executive Payments and Benefits, provided that her lump sum payment will be equal to 1.5x her annual base salary and target annual bonus.

Ms. Singer will undergo a separation of service from Laureate in connection with the Contemplated Transaction and will be entitled to a payment in respect of her Laureate Deferred Compensation Plan account balance.

For an estimate of the value of the payments and benefits described above that would be payable to Ms. Singer under her letter agreement in connection with the Contemplated Transaction, see the section entitled “Golden Parachute Compensation” below.

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Marcelo Cardoso, Chief Executive Officer, Brazil, and Juan José Hurtado, Chief Executive Officer, Mexico, who each served as an executive officer of Laureate for a portion of the current fiscal year, and Victoria Silbey, former Senior Vice President, Secretary, Chief Legal Officer and Chief Ethics & Compliance Officer, who also served as an executive officer until her resignation from Laureate in July 2020, are not entitled to receive any benefits in connection with the Contemplated Transaction.

Continuation of Employee Compensation and Benefit Levels

Under the Purchase Agreement, for a period of one year following the closing date (or, if earlier, an applicable continuing employee’s termination date) (the “Continuation Period”), Walden employees (including Ms. Singer) who continue employment with Adtalem will receive, (i) a base salary or base wage rate that is no less favorable than the base salary or base wage rate provided to such continuing employee immediately prior to the closing, (ii) a target annual cash incentive opportunity that is no less favorable than the target annual cash incentive opportunity provided to such continuing employee immediately prior to the closing and (iii) other employee benefits (other than equity-based compensation), in each case, that are substantially similar in the aggregate to employee benefits provided to similarly situated employees of Adtalem or an affiliate of Adtalem. In addition, solely with respect to any continuing employee who received an ordinary course annual equity-based compensation award from Laureate or its affiliates during the 12 month period immediately prior to the date of the Purchase Agreement, during the Continuation Period, such continuing employee shall receive equity-based compensation that has (A) an aggregate grant date value that is no less favorable than the aggregate grant date value of any equity based compensation granted to such continuing employee as part of the last ordinary course annual grant cycle of Laureate or its affiliates occurring prior to the closing and (B) terms (including vesting terms) that are substantially similar to the equity-based compensation granted to similarly-situated employees of Adtalem or its affiliates (or, if no similarly situated employee of Adtalem or its affiliates receive equity-based compensation, substantially similar to the terms of equity-based compensation granted to employees at a level above such continuing employee); provided, that in Adtalem’s discretion, such equity-based compensation may be settled in (x) the same class of equity that equity-based compensation granted to similarly-situated employees of Adtalem or its affiliates is settled in or (y) cash.

Nothing in the Purchase Agreement will confer upon any continuing employee any right to continue in the employ of Laureate, the Walden Group, Adtalem or any of their affiliates, or interfere with or restrict in any way the rights of Adtalem, the Walden Group or any affiliated of Adtalem, which rights are expressly reserved under the Purchase Agreement, to discharge or terminate the services of any continuing employee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in an applicable written agreement or any severance, benefit or other applicable plan, policy or program. Nothing in the Purchase Agreement should be construed as an amendment of any employee benefit plan or to prevent Adtalem, the Walden Group or any affiliate of Adtalem from amending or terminating an employee benefit plan in accordance with its terms.

Other Interests

As of the date of this information statement, none of the executive officers or directors of Laureate have entered into any agreement, arrangement or understanding with Adtalem regarding employment with, or compensation going forward from, Adtalem. Prior to the closing of the Contemplated Transaction, however, executive officers or directors of Laureate may discuss or enter into agreements, arrangements or understandings with Adtalem regarding employment with, or compensation going forward from, Adtalem.

Golden Parachute Compensation

The table below presents an estimate of the value of the payments and benefits that would be payable to Messrs. Serck-Hanssen, Charhon and Grace under their respective letter agreements in connection with the completion of the entire Strategic Alternative Process, of which the Contemplated Transaction is one component, based on the assumptions described below. None of these executives will receive these amounts solely in connection with the completion of the Contemplated Transaction. The table also presents an estimate of the value of the payments and benefits that Ms. Singer may be eligible to receive under her letter agreement in connection with the Contemplated Transaction, which includes a double-trigger cash severance

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payment that Ms. Singer would only be entitled to receive in the event of a qualifying termination of employment, as described above. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of Our Directors and Executive Officers in the Contemplated Transaction” above.

The amounts shown in the table below are estimates based on several assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the Strategic Alternative Process. The following table does not include any amounts that are payable to the named executive officer irrespective of the closing of the Strategic Alternative Process. For example, the table does not include amounts that are payable with respect to equity awards that are vested prior to the closing of the Strategic Alternative Process.

For purposes of calculating such amounts, the below assumptions were used. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of Laureate’s named executive officers, if any, may materially differ from the amounts set forth below.

•

The closing of the Contemplated Transaction occurs on October 15, 2020, which is the assumed date of the closing of the Contemplated Transaction (the “Assumed Closing Date”);

•

The closing price of a share of Laureate common stock is $12.98 (which represents the average closing price of a share of Laureate common stock over the first five business days following the first public announcement of the Contemplated Transaction);

•

The Board will determine that the Strategic Alternative Process is complete as of the Assumed Closing Date;

•

The employment of Messrs. Serck-Hanssen, Charhon and Grace, and Ms. Singer was terminated without Cause or due to resignation for Modified Good Reason immediately following the closing of the Contemplated Transaction;

•

Unvested and nonforfeited equity awards granted under the Equity Plan will vest in full and settle (with performance targets deemed attained);

•

The amount of annual cash compensation for each of Laureate’s named executive officers remains unchanged from the amount determined as of the Assumed Closing Date;

•

None of the executive officers named in the table receives any additional equity-based awards following the date hereof; and

•

Each of Laureate’s named executive officers has properly executed any required releases and complied with all requirements necessary in order to receive such payments and benefits, including compliance with any restrictive covenants applicable to such named executive officer, which generally include covenants not to (i) disclose confidential information indefinitely, (ii) solicit customers or employees of Laureate during employment and for a period of up to two years following termination of employment and (iii) compete with Laureate during employment and for a period of up to two years following termination of employment.

Name	Cash(1) ($)		Equity(2) ($)		Pension/ NQDC(3)		Perquisites/​ Benefits(4) ($)		Tax Reimbursement		Other		Total ($)
Eilif Serck-Hanssen	​	4,782,527	​	3,602,002	​	—	​	116,828	​	—	​	—	​	8,501,357
Jean-Jacques Charhon	​	2,273,770	​	1,887,552	​	—	​	75,248	​	—	​	—	​	4,236,570
Timothy Grace	​	1,665,847	​	559,296	​	—	​	76,466	​	—	​	—	​	2,301,609
Paula Singer	​	2,083,684	​	642,394	​	1,356,414	​	90,498	​	—	​	—	​	4,172,990

(1)

The amounts set forth in this column include for Messrs. Serck-Hanssen, Charhon and Grace, double-trigger cash severance payments in accordance with the terms of the letter agreements equal to $4,782,527, $2,273,770 and $1,665,847, respectively, and for Ms. Singer, a single-trigger retention bonus

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equal to $344,250 and a double-trigger cash severance payment equal to $1,739,434. For each of Messrs. Serck-Hanssen, Charhon and Grace, no retention bonus would be earned under the terms of their respective letter agreements because the minimum price of a share of Laureate common stock was not attained as of the Assumed Closing Date. To the extent the minimum price of a share of Laureate common stock was attained, the single-trigger retention bonuses for Messrs. Serck-Hanssen, Charhon and Grace would be equal to $106,250, $75,000 and $62,500, respectively. The amount payable at 100% of the target bonus for each of Messrs. Serck-Hanssen, Charhon and Grace would be equal to $637,500, $450,000 and $375,000, respectively. The maximum bonus payable is 200% of the target bonus for each of Messrs. Serck-Hanssen, Charhon and Grace.

(2)

Each of the applicable letter agreements provides for “double-trigger” vesting of outstanding equity awards, which would accelerate upon a qualifying termination within the 12 months following the completion of the Strategic Alternative Process. The amounts reported in the table for each executive represent the aggregate dollar value of the outstanding shares of Laureate common stock underlying the applicable performance stock unit awards and restricted stock unit awards.

(3)

The amount in the table for Ms. Singer is the amount Ms. Singer would receive under Laureate’s Deferred Compensation Plan in respect of her account balance in connection with her separation from service from Laureate.

(4)

The amounts in the table include the estimated value of (A) subsidized continued health benefits under COBRA for up to 18 months, (B) accrued vacation and (C) outplacement services.

Material United States Federal Income Tax Consequences of the Contemplated Transaction

The following discussion is a summary of certain U.S. federal income tax consequences of the Contemplated Transaction. This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended, applicable U.S. Department of the Treasury regulations promulgated thereunder, judicial opinions, and published positions of the Internal Revenue Service, all as in effect as of the date of this document. Such authorities are subject to change or differing interpretations at any time, possibly with retroactive effect, and any such change or interpretation could affect the accuracy of the statements in this information statement. This discussion does not address any U.S. federal tax considerations other than those relating to income tax (e.g., estate and gift taxes), nor does it address any state, local, or foreign tax considerations or any tax reporting requirements.

The Contemplated Transaction is not expected to result in any U.S. federal income tax consequences to Laureate’s stockholders. The Contemplated Transaction is expected to be treated as a taxable sale by Laureate, and Laureate is expected to recognize taxable gain on the sale.

Accounting Treatment

The Contemplated Transaction will be accounted for as a disposition. At the closing of the Contemplated Transaction, any excess in the purchase price received by Laureate, less transaction expenses, over the net book value of the net assets sold will be recognized as a gain.

Educational and Regulatory Approvals

Under the Purchase Agreement, Laureate and Adtalem have agreed to use their respective reasonable best efforts to obtain the Pre-Closing Educational Consents necessary for the consummation of the Contemplated Transaction. The Pre-Closing Educational Consents include those Educational Consents which, pursuant to applicable educational law, need to be obtained, made or, in the case of a notice, delivered, as applicable, prior to the closing. These Educational Consents include approval from the HLC, Walden’s institutional accrediting body, as well as notices to and approvals from various state educational agencies that regulate Walden. In addition, the parties have agreed to seek and obtain a DOE Preacquisition Review Response from the DOE. Prior to closing, the parties will coordinate regarding the prompt submission to all applicable educational agencies of all letters, notices, applications or other documents required to obtain the Pre-Closing Educational Consents. The only Pre-Closing Educational Consents that are conditions to the closing of the Contemplated Transaction are certain material Pre-Closing Educational Consents, which include, among other items, receipt of a DOE preacquisition review letter that does not contain conditions that result in such letter not meeting the definition of “DOE Preacquisition Review Response” and

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approval from the HLC. Further information regarding the Pre-Closing Educational Consents is set forth in “The Purchase Agreement — Regulatory Filings; Educational Approvals; Efforts” beginning on page 57 and “The Purchase Agreement — Conditions to Consummation of the Contemplated Transaction” beginning on page 61. There can be no assurance that each such Pre-Closing Educational Consent will be obtained by closing, or that the DOE preacquisition review letter will meet the definition of DOE Preacquisition Review Response.

Under the Purchase Agreement, Laureate and Adtalem have agreed to use their respective reasonable best efforts to complete the transactions contemplated by the Purchase Agreement prior to March 11, 2022, including obtaining all necessary governmental approvals, subject to certain limitations.

Under the HSR Act and related rules, certain transactions, including the Contemplated Transaction, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied or early termination has been granted by the applicable agencies.

At any time before or after the closing of the Contemplated Transaction, the Antitrust Division or the FTC could take action under the antitrust laws, including seeking to prevent the Contemplated Transaction, to rescind the Contemplated Transaction or to conditionally approve the Contemplated Transaction upon the divestiture of assets of Laureate or Adtalem or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Contemplated Transaction or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Contemplated Transaction on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Our institutions are subject to regulatory oversight and from time to time must respond to inquiries about their compliance with the various statutory requirements under which they operate. On September 14, 2020, Walden University received a letter from the Civil Division of the United States Department of Justice (referred to herein as “DOJ”) indicating that the DOJ is examining whether Walden University, in the operation of its Masters of Science in Nursing program (referred to herein as the “Nursing Program”), may have violated the Federal False Claims Act by misrepresenting compliance with its program participation agreement with the DOE, which agreement covers Walden University’s participation in federal student financial aid programs under Title IV of the U.S. Higher Education Act. The letter invites Walden University to provide information regarding a number of specific areas primarily related to the practicum component of its Nursing Program, but it makes no allegations of any misconduct or wrongdoing by Walden University. While Laureate is cooperating with the DOJ’s request to voluntarily provide information, it cannot predict the timing or outcome of this matter. Further, on November 9, 2020, Walden University received notice from the HLC that a public “Governmental Investigation” designation would be assigned to Walden University due to the DOJ inquiry and such designation became effective on November 9, 2020. Laureate accrues for a liability when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. The disclosures, accruals or estimates, if any, resulting from the foregoing analysis are reviewed and adjusted to reflect the effect of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. At this time, Laureate does not believe that this matter will have a material effect on its financial position, results of operations, or cash flows.

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THE PURCHASE AGREEMENT

This section describes material terms and conditions of the Purchase Agreement. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is attached as Annex A and is incorporated by reference into this information statement. This summary may not contain all of the information about the Purchase Agreement that is important to you. We encourage you to read the Purchase Agreement carefully and in its entirety. This section provides information regarding the terms and conditions of the Purchase Agreement and is not intended to provide you with other factual information about Laureate. Such information can be found elsewhere in this information statement and in the public filings Laureate makes with the SEC, which may be obtained by following the instructions set forth in the section entitled, “Where You Can Find More Information,” beginning on page 75.

Explanatory Note Regarding the Purchase Agreement

The Purchase Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about Laureate, Adtalem or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made by the parties thereto only for purposes of the Purchase Agreement and as of specific dates; were made solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement (such disclosures include information that has been included in Laureate’s public disclosures, as well as additional nonpublic information); may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Laureate or Adtalem or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Laureate’s public disclosures.

Contemplated Transaction and Sale of Membership Interests

On September 11, 2020, Laureate entered into the Purchase Agreement, pursuant to which Laureate agreed to sell the Interests to Adtalem as part of the Contemplated Transaction.

Closing

The closing of the Contemplated Transaction will occur on the date that is the fifth business day after the satisfaction or, to the extent permitted, waiver of all conditions to the consummation of the Contemplated Transaction set forth in the Purchase Agreement (other than those conditions that by their terms are to be satisfied or waived at the closing itself, but subject to the satisfaction or waiver at the closing of such conditions), unless another time, date or place is agreed to in writing by Adtalem and Laureate. Notwithstanding the immediate preceding sentence, if certain customary marketing periods have not ended at the time of the satisfaction or waiver of the conditions to the obligations of the parties, then closing will not occur until the fifth business day following the satisfaction or waiver of such conditions (other than those conditions that by their terms are to be satisfied or waived at the closing itself, but subject to the satisfaction or waiver at the closing of such conditions) after the earliest to occur of any business day before or during such marketing periods as may be specified by Adtalem on no fewer than five business days’ prior notice to Laureate, or the final day of such marketing periods (whichever is later). Certain factors, including factors outside of our control, could result in the Contemplated Transaction being delayed or not occurring at all.

Transaction Consideration

Upon the terms and subject to the conditions of the Purchase Agreement, on the closing date, the aggregate Transaction Consideration to be paid to Laureate by Adtalem will be an aggregate base consideration equal to $1,480,000,000, subject to adjustment as described below.

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At closing, Adtalem will deliver to Laureate a payment, by wire transfer of immediately available funds to an account designated in writing by Laureate, of an amount equal to $1,480,000,000, subject to adjustment as described below, minus an amount equal to $74,000,000 which will be placed in an indemnity escrow account (the “Indemnity Escrow Account”) to support Laureate’s indemnity obligations under the Purchase Agreement.

Adjustment to Transaction Consideration

At least five and no more than 10 business days prior to the closing, Laureate is required to deliver to Adtalem Laureate’s good faith estimates of the purchase price under the Purchase Agreement.

The estimated purchase price consists of the Transaction Consideration, which will be adjusted upward by, among other things:

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the amount, if any, by which the working capital of the Walden Group at closing exceeds a target amount of negative $57,728,896 (the “Target Working Capital”); and

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closing cash of the Walden Group.

The Transaction Consideration will be adjusted downward by, among other things:

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the amount, if any, by which the Target Working Capital exceeds the working capital of the Walden Group at closing;

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Laureate transaction expenses, which includes any out-of-pocket fees, costs and expenses incurred by the Walden Group to any third party or to Laureate, certain transaction bonuses and half of all filing fees under the HSR Act;

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the indebtedness of the Walden Group immediately prior to closing; and

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the Closing Tax Amount, which includes the liability for certain taxes of the Walden Group that are accrued but unpaid as of the closing with respect to any pre-closing tax period.

The estimated purchase price will be reconciled after closing, based on final amounts.

Representations and Warranties

The Purchase Agreement contains representations and warranties of Laureate and Adtalem customary for transactions of this nature, including representations and warranties relating to, among other things:

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organization, good standing and similar matters;

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due authorization, execution, delivery and enforceability of the Purchase Agreement;

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absence of conflicts with the parties’ governing documents, applicable laws and contracts;

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accuracy of information supplied by each of Laureate and Adtalem in connection with the information statement; and

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absence of certain investment banker’s, brokers’, finders’, financial advisor or other financial intermediary’s fees or commissions.

In addition, the Purchase Agreement contains the following representations and warranties of Laureate customary for transactions of this nature relating to, among other things:

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ownership of Walden’s subsidiaries;

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title to the Interests;

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compliance of Walden’s financial statements with applicable accounting requirements and principles, and the absence of certain undisclosed liabilities;

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compliance with laws;

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sufficiency of assets;

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•

education compliance and approvals;

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the absence of a Material Adverse Effect since December 31, 2019;

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litigation matters;

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antitrust matters;

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material contracts;

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anti-bribery and trade controls;

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employee benefits matters and labor matters;

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filing of certain tax returns, payment of certain taxes and other tax matters;

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insurance;

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intellectual property, cyber security and IT;

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real property;

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vendors;

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environmental matters; and

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related party transactions.

The Purchase Agreement also contains the following representations and warranties of Adtalem customary for a transaction of this nature:

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litigation matters;

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financing commitments, sufficiency of funds necessary to consummate the Contemplated Transaction and solvency

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ability to evaluate the Contemplated Transaction for investment purposes; and

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certain educational regulatory representations.

Certain of the representations and warranties in the Purchase Agreement are qualified by knowledge or “materiality” or “Material Adverse Effect”. The Purchase Agreement provides that a Material Adverse Effect means any event, change, circumstance, effect, development or fact that, individually or in the aggregate with other events, changes, circumstances, effects, developments or facts, (a) has, or would reasonably be expected to have, a material adverse effect on the financial condition, business, results of operations, assets or liabilities of the Walden Group, taken as a whole, or (b) would reasonably be expected to prevent or materially impair the ability of Laureate to consummate the transactions contemplated by the Purchase Agreement; provided, however, that no such events, changes, circumstances, effects, developments or facts attributable to or resulting or arising from or in connection with any of the following matters will be deemed by themselves, either alone or in combination, to constitute or contribute to, and will not be taken into account in determining whether there has been or will be a Material Adverse Effect solely for purposes of clause (a) above:

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conditions affecting the financial markets, debt, credit, capital, banking or securities markets (including any disruption thereof) in, or the economy as a whole of, the United States or any other jurisdiction in which the Walden Group operates or conducts the Walden Business;

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any national, international or any foreign or domestic regional economic, financial, social or political conditions (including changes therein) generally in the United States or any other country or jurisdiction in which the Walden Business operates;

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changes in interest, currency or exchange rates or the price of any commodity, security or market index;

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changes in the industries in which the Walden Business operates or seasonal fluctuations in the Walden Business;

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•

the existence, occurrence or continuation of any earthquakes, floods, hurricanes, tropical storms, wild fires, other natural disasters, the significant worsening of the trajectory of the COVID-19 pandemic or any new pandemic;

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the occurrence, escalation, outbreak or worsening of any hostilities, acts of war, sabotage, police action, military conflict, terrorism or military actions;

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changes in law or educational law or GAAP or, in each case, any interpretations or enforcement thereof;

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any changes in the value of or demand for any securities or indebtedness of Laureate or any of its affiliates (provided that the underlying causes giving rise or contributing to any such changes may, if they are not otherwise excluded from the definition of Material Adverse Effect by another exception listed in these bullet points, be taken into account in determining whether there has been, a Material Adverse Effect);

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the public announcement or pendency of the Purchase Agreement or any of the transactions contemplated by the Purchase Agreement, the identity of Adtalem or any of its subsidiaries or direct or indirect equityholders, representatives or financing sources (provided this does not apply with respect to a representation or warranty in the Purchase Agreement to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the Purchase Agreement or the consummation of the Contemplated Transaction or performance of obligations under the Purchase Agreement);

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any change in, or failure by the Walden Group to meet internal estimates, predictions, projections or forecasts, including as provided to Adtalem by Walden or any of Walden’s representatives (provided that the underlying causes giving rise or contributing to any such failure may, if they are not otherwise excluded from the definition of Material Adverse Effect by another exception set forth in these bullet points, be taken into account in determining whether there has been a Material Adverse Effect);

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any action or inaction by Laureate which is required in order for Laureate to comply with the express requirements of the Purchase Agreement, excluding any (A) actions (or inactions) in compliance with Section 5.01(a) of the Purchase Agreement and (B) inactions (or actions) taken in compliance with Section 5.01(b) of the Purchase Agreement as a result of Adtalem’s failure to provide a consent to deviate from the requirements thereof with respect to a corresponding action (or inaction) in response to Laureate’s written request therefor;

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any actions taken at the express written request of Adtalem; and

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any actions taken by Adtalem or any of its affiliates after the date of the Purchase Agreement.

Any events, changes, circumstances, effects, developments or facts referred to in the first seven bullet points above may constitute, and will be taken into account in determining the occurrence of, a Material Adverse Effect to the extent, and solely to the extent, that such events, changes, circumstances, effects, developments or facts disproportionately affect the Walden Group relative to other businesses in the industries in which the Walden Business operates.

Conduct of Walden Business by Laureate Prior to Consummation of the Contemplated Transaction

Subject to the following paragraph, until the earlier of closing or termination of the Purchase Agreement (the “Pre-Closing Period”), except for matters (i) set forth on Laureate’s Disclosure Schedule, (ii) expressly permitted or expressly required by the Purchase Agreement or any ancillary document, (iii) required by applicable law or educational law, or (iv) consented to in advance by Adtalem in writing (which consent will not be unreasonably withheld, conditioned or delayed), Laureate will and will cause each member of the Walden Group to (A) conduct the Walden Business in the ordinary course of business in all material respects, (B) use commercially reasonable efforts to maintain material educational approvals it currently holds (and, with respect to Laureate, such educational approvals related to the Walden Business), (C) use commercially reasonable efforts to maintain in full force and effect certain insurance policies or equivalent insurance or replacements thereof without gaps in, or loss of, coverage in any material respect, (D) use commercially reasonable efforts to preserve intact its present business organization and the material

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business relationships of the Walden Business (including with its customers, students, instructors, suppliers, distributors, licensors, licensees, officers, employees and key contractors and applicable governmental authorities and educational agencies), (E) provide prompt notice to Adtalem if any service provider listed on the Laureate Disclosure Schedule provides written notice to the Walden Group or Laureate that such service provider will terminate such service provider’s employment with the Walden Group or Laureate (as applicable) and (F) use commercially reasonable efforts (which will not require any new payments or other concessions) to encourage members of the board of directors of Walden University as of the date of the Purchase Agreement to remain on such board and provide prompt notice to Adtalem if any member of the board of directors of Walden University provides written notice to Walden University or Laureate that such member will terminate such member’s services as a member of the board of Walden University.

Notwithstanding anything to the contrary set forth in the Purchase Agreement, Laureate agrees that during the Pre-Closing Period, it will not, with respect to the Walden Group, the Walden Business, the service providers of the Walden Group and any assets or properties used or held for use by the Walden Group, and will cause each member of the Walden Group not to, except as: (i) set forth on the Laureate Disclosure Schedule, (ii) expressly permitted or expressly required by the Purchase Agreement or any ancillary document, (iii) may be required by applicable law or educational law, or (iv) consented to in advance by Adtalem in writing (such consent not to be unreasonably withheld, conditioned or delayed):

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adopt any amendments to the Walden Group’s organizational documents;

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adopt a plan of complete or partial liquidation or dissolution (or resolutions providing for or authorizing the same) of Laureate or the Walden Group, or otherwise reorganize or restructure or permit the reorganization or restructuring of Laureate or the Walden Group, or declare bankruptcy, file for receivership or consent or fail to object to the appointment of a trustee or receiver;

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establish a record date for, declare, set aside, make or pay any dividends on or make any other distributions (whether in securities, property or any combination thereof) in respect of the equity interests of the Walden Group, except for cash dividends or cash distributions by a member of the Walden Group solely to another member of the Walden Group or to Laureate or its affiliates, to the extent in compliance with the provisions of the Purchase Agreement governing the cash sweeps in the Walden Group to Laureate;

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adjust, split, combine or reclassify or otherwise amend the terms of the equity interests of the Walden Group or authorize the issuance of any equity interests of the Walden Group in respect of, in lieu of or in substitution for any other equity interest of the Walden Group or purchase, redeem or otherwise acquire, directly or indirectly, any equity interests of the Walden Group;

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issue, deliver, grant, sell, authorize, pledge or otherwise encumber any equity interests of the Walden Group, or subscriptions, rights, warrants or options to acquire any equity interests of the Walden Group, or enter into other agreements or commitments of any character obligating it to issue any equity interests of the Walden Group;

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(A) form any subsidiary of the Walden Group, (B) acquire or agree to acquire, directly or indirectly, by merging or consolidating with, or by purchasing any equity or voting interest in or any assets of, or by any other manner, any business or any person or division thereof, or otherwise acquire or agree to acquire any assets (other than the acquisition of assets in the ordinary course of business) or (C) transfer, sell, lease, exclusively out license or otherwise dispose of or encumber material assets, including by merger consolidation, asset sale or other business combination, provided that clause (C) does not prevent the sale of inventory by the Walden Group in the ordinary course of business or sales of assets valued with a value of less than $250,000 individually and $1,000,000 in the aggregate;

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enter into any new line of business or abandon any line of business;

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other than transactions solely among members of the Walden Group, mortgage or pledge any material properties or assets (tangible or intangible), or create, assume or suffer to exist any unpermitted material liens;

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sell, assign, transfer, convey, lease, abandon, allow to lapse or expire or otherwise dispose of any of its material rights, assets or properties of Walden outside the ordinary course of business;

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•

(A) transfer, covenant not to assert, grant or agree to grant in the future any rights to any person (other than the Walden Group) with respect to any owned intellectual property of the Walden Group, other than non-exclusive licenses or similar non-exclusive covenants or grants in the ordinary course of business, fail to diligently prosecute any owned registered intellectual property of the Walden Group or permit any owned registered intellectual property of the Walden Group to be abandoned or expire (other than statutory expirations), (B) disclose any of Walden’s or a Walden subsidiary’s trade secrets, other than pursuant to reasonable non-disclosure agreements or other reasonable confidentiality arrangements entered into in the ordinary course of business, or (C) destroy, alter, dispose of or amend any physical embodiments of any material intellectual property to be licensed by Laureate or its affiliates (other than the Walden Group) to Adtalem or the Walden Group pursuant to the intellectual property assignment and license;

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except for (A) transactions solely among members of the Walden Group or (B) transactions in the ordinary course with Laureate or any of its affiliates which will be repaid and terminated in full at or before the closing, make any loans, advances or capital contributions to, or investments in, any other person or forgive, cancel or compromise any material indebtedness of any person, other than routine business expense advances to employees in the ordinary course of business;

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materially change any method of accounting or accounting practice or policy used by the Walden Group or revalue any of its material assets (whether tangible or intangible), including writing up, down or off the value of any material asset, other than as required by GAAP, a governmental authority or law, or as may be consistent with the accounting principles;

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other than with respect to taxes or tax returns of Laureate (including consolidated federal or state tax returns of Laureate), (A) make, revoke or change any Walden Group tax election (unless consistent with past practices of the Walden Group), (B) change an annual accounting period, or adopt or change any accounting method in respect of the Walden Group, (C) file or amend any Walden Group tax return (other than tax returns filed pursuant to the provisions of the Purchase Agreement covering tax filings and tax payments) and, for the avoidance of doubt, tax returns of Laureate, (D) settle any tax claim or assessment to the extent relating to the Walden Group, (E) consent to any extension or waiver of limitation period applicable to any material tax claim or assessment solely relating to the Walden Group, or (F) cause the Walden Group to assume, become liable for or agree to pay the taxes of any other person;

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enter into any collective bargaining agreement, whether written or oral;

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(A) increase the headcount of service providers of the Walden Group by more than five percent (excluding any increase resulting from any service provider or potential transferee becoming an employee of the Walden Group) or hire or engage the services of any individual as a service provider who would have a title of Vice President or higher (other than in each case, hiring or engaging the services of any individual as a service provider to replace any individual whose services terminate), (B) terminate the service of any service provider of the Walden Group other than for performance or “cause” who has a title of Vice President or higher or grant any severance or termination pay to any service provider of the Walden Group except such severance or termination pay that does not exceed the greater of (x) $200,000 and (y) one and one-half times the severance or termination pay that would be provided pursuant to written agreements outstanding or policies existing on the date hereof and made available to Adtalem prior to the date of the Purchase Agreement, (C) implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that would trigger the notification requirements of the WARN Act;

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grant any increase in annual base salaries or base wage rates (as applicable) or target cash incentive compensation opportunities or grant any increase in benefits under Laureate benefit plans to service providers of the Walden Group, except (A) as may be required by law, (B) as may be required under agreements existing on the date of the Purchase Agreement and made available to Adtalem prior to the date of the Purchase Agreement, (C) for increases to (x) annual base salaries and base wage rates (as applicable) and (y) target cash incentive compensation opportunities, that in each case, do not, with respect to all service providers in the aggregate, exceed three and a half percent (3.5%) of

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(1) the aggregate annual base salaries and base wage rates provided to all service providers for the immediately preceding fiscal year and (2) the target cash incentive compensation opportunities applicable to all service providers of the Walden Group for the immediately preceding fiscal year, or (D) for any increase in benefits under broad-based Laureate benefit plans that are generally applicable to employees of Laureate or its affiliates who are not service providers of the Walden Group;

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(A) establish, adopt, enter into, amend or terminate any sponsored Walden benefit plan with respect to any service provider of the Walden Group, except (A) for the renewal of existing plans in the ordinary course of business, (B) pursuant to applicable law or the terms of such sponsored Walden benefit plan or (C) for the entry into, establishment or adoption of a consulting or employment agreement (or similar agreement or arrangement) to replace a terminating or expiring consulting or employment agreement or arrangement on the same or more favorable terms to the Walden Group;

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enter into or renew any contract that, if entered into on or prior to the date of the Purchase Agreement, would constitute a material contract (I) of the types described in certain specified clauses of the definition of “Material Contract” in Section 3.14(a) of the Purchase Agreement or (ii) of the types described in any other clauses of such definition, outside the ordinary course of business, in each case, other than a renewal with less than 10% in price increase in the ordinary course of business and no other material modifications to terms that are adverse to the Walden Group, or (B) modify or amend in any materially adverse manner or terminate, release, assign or waive any material obligation or right under any material contract or any contract entered into in accordance with clause (A) of this bullet point or (C) exercise any material right under any material contract, other than in the case of clause (C), in the ordinary course of business and in the case of clauses (A) and (B) the entry or modification in the ordinary course of the Walden Business to any material contract that is terminable on less than 30 days’ written notice with no penalty or post-termination obligation of the Walden Group or any of its affiliates;

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incur certain indebtedness (described in certain specified clauses of the definition of “indebtedness” under the Purchase Agreement) of the Walden Group or sell or issue any debt securities, warrants, calls or other rights to acquire by debt securities of the Walden Group other than (A) among members of the Walden Group or, to the extent fully repaid on or before the closing date, with Laureate or any of its affiliates, (B) borrowings under any instruments of indebtedness existing as of the date of the Purchase Agreement that will be fully repaid at or before the closing, (C) indebtedness that will be fully repaid at or before the closing or (D) in the ordinary course of business in an amount not to exceed $2,500,000 in the aggregate and for which incurrence after the date of the Purchase Agreement, Laureate will provide reasonably prompt notice to Adtalem;

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(A) make or commit to make any capital expenditures other than those which do not exceed $250,000 individually or $1,000,000 in the aggregate, other than in accordance with the Walden Group’s capital expenditure long range plan included in the Laureate Disclosure Schedule or (B) fail to make capital expenditures in an aggregate amount of at least $24,000,000 per year for the calendar year 2020 or at least $26,000,000 per year for subsequent years;

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waive, release, assign, settle or compromise any claim, dispute or proceeding other than settlements (A) solely for money in an amount payable by the Walden Group not greater than $1,000,000 in the aggregate, (B) for which the Walden Group’s sole obligation is to provide course credits or discounts to students or potential students in the ordinary course of business, which discounts and credits are de minimis in value and, individually and in the aggregate, are not material in value to the Walden Group taken as a whole or (C) for a combination of remedies described in clauses (A) and (B);

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relinquish, terminate or fail to renew any material Educational Approval;

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between 11:59 p.m. (New York City time) on the business day immediately preceding the closing and closing, (A) make or pay any dividends or distributions, (B) incur or pay off any indebtedness, (C) incur or pay any transaction expenses or (D) take any action or fail to take any action outside the ordinary course of business, in each case, which action or failure to act would actually decrease the purchase price relative to the estimated purchase price;

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make any change in the manner in which the Walden Group markets its goods and services which would reasonably be expected to violate applicable law or education law or any educational approval

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in any material respect or otherwise materially change the manner in which the Walden Group extends discounts or credits (including scholarships), or otherwise materially reduce the list price of goods or services of the Walden Group; or

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agree in writing or otherwise to take any of the actions described in the bullet points above.

Regulatory Filings; Educational Approvals; Efforts

Each of Adtalem and Laureate will, and Laureate will cause its affiliates (including the Walden Group) to, use reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate the Contemplated Transaction prior to March 11, 2022, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent to the closing set forth in the Purchase Agreement to be satisfied; (ii) the obtaining of all necessary, appropriate or desirable actions or non-actions, waivers, consents and judgments from governmental authorities and the making of all necessary registrations, declarations and filings with any person (including registrations, declarations and filings with governmental authorities, if any); (iii) the obtaining of all necessary consents or waivers from third parties; and (iv) the execution or delivery of any additional instruments necessary to consummate the Contemplated Transaction and to fully carry out the purposes of the Purchase Agreement.

At reasonable and practicable times following the date of the Purchase Agreement, Adtalem and Laureate will, and Laureate will cause its affiliates (including the Walden Group) to, make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any governmental authority in connection with the Contemplated Transaction, including, by a date mutually agreed between the parties and no later than six months after the date of the Purchase Agreement, (i) notification and report forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as required by the HSR Act, if applicable; and (ii) appropriate filings with respect to a specified foreign filing. Each of Adtalem and Laureate will cause all documents that it (or, in the case of Laureate, its affiliates (including the Walden Group)) is responsible for filing with any governmental authority in connection therewith to comply in all material respects with all laws; provided that each party will be responsible for 50% of all filing fees under the HSR Act.

Notwithstanding anything to the contrary in the Purchase Agreement, neither Adtalem nor any of its affiliates are under any obligation to, nor, without Adtalem’s prior written consent (which consent may be withheld in Adtalem’s sole discretion), will the Walden Group, (A) make proposals, execute, agree, or consent to or carry out agreements or submit to any judgment (1) providing for the sale or other disposition or holding separate of any assets of Adtalem or any of its affiliates (including, after closing, the Walden Group) or the Walden Group or the holding separate of any equity interests of any such person, or imposing or seeking to impose any material limitation on the ability of Adtalem or any of its affiliates to own such properties or assets or to acquire, hold or exercise full rights of ownership of equity interests of the Walden Group, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Adtalem or any of its affiliates or (y) any material limitation on the Walden Business or (ii) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under the HSR Act or the relevant laws applicable to the foreign filing.

The parties will also cooperate and use reasonable best efforts to obtain the Pre-Closing Educational Consents necessary for the consummation of the Contemplated Transaction. Prior to closing, the parties will coordinate regarding the prompt submission to all applicable educational agencies of all letters, notices, applications or other documents required to obtain the Pre-Closing Educational Consents. At reasonable and practicable times following the date of the Purchase Agreement, Adtalem and Laureate will, and Laureate will cause its affiliates (including the Walden Group) to, make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any educational agency in connection with the transactions contemplated by the Purchase Agreement, including (A) the DOE preacquisition application and notice to the Minnesota Office of Higher Education no later than 30 days from the date of the Purchase Agreement and (B) the Change of Control, Organization and Legal Structure application with the HLC by October 30, 2020. Each party will provide the other with; (i) reasonable advance review and consultation regarding any notices or applications to be filed with any

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educational agency with respect to any Pre-Closing Educational Consent; and (ii) a copy of any notice or application as filed with, or any notice received from, any educational agency with respect to any Pre-Closing Educational Consent. The parties will pursue the comprehensive pre-acquisition review process provided by the DOE. To the extent practical, prior to attending any meetings, telephone calls or discussions with any educational agency concerning the transactions contemplated by the Purchase Agreement, the parties will discuss and agree upon strategy and issues to be pursued and responses to likely questions. The parties will use their respective reasonable best efforts to ensure that their appropriate officers and employees will be available to attend, as any educational agency may reasonably request, any scheduled meetings or telephone calls in connection with the transactions contemplated by the Purchase Agreement.

Should the DOE issue a DOE preacquisition review letter containing conditions that result in such letter not meeting the definition of “DOE Preacquisition Response” or containing a burdensome condition, or an educational agency denies any material Pre-Closing Educational Consent listed on the Laureate Disclosure Schedule, the parties will, during the Pre-Closing Period, use reasonable best efforts to resolve, eliminate, mitigate, or reduce the impact of such condition prior to March 11, 2022. For the avoidance of doubt, Section 5.05(b) of the Purchase Agreement does not limit Adtalem’s rights pursuant to Section 7.01(c)(ii) (provided Adtalem is not then in material breach of Section 5.05(b) of the Purchase Agreement) or the conditions set forth in Section 6.01(c)(i) of the Purchase Agreement.

During the Pre-Closing Period, and subject to educational law and instructions of any educational agency, Laureate will provide Adtalem copies of any material correspondence relating to any: (i) adverse change in the status of any Educational Approval or (ii) compliance review of Walden University that could be reasonably expected to result in the loss of an Educational Approval.

Exclusivity

During the Pre-Closing Period, Laureate will not (and will cause its affiliates, including the Walden Group, not to) authorize or permit any of Laureate’s or its affiliates’ respective representatives to, and will direct the other related parties not to, directly or indirectly:

•

solicit, initiate or encourage the submission of any proposal or offer from any person (other than Adtalem and its affiliates) relating to a Competing Transaction (as defined below);

•

agree to or consummate any Competing Transaction; or

•

participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other person or entity (other than Adtalem and its affiliates and representatives) any information with respect to, or otherwise cooperate in any way with or facilitate any effort or attempt by any person to effect a Competing Transaction.

Any Qualifying Transaction (as defined below) will not be considered a Competing Transaction.

Laureate will, and will cause its affiliates (including the Walden Group) to, instruct Laureate’s and its affiliates’ respective representatives and related parties to promptly cease any existing activities, discussions and negotiations with, and the provision of confidential information to, any persons (other than Adtalem and its affiliates and representatives) with respect to any of the foregoing, promptly terminate all physical and electronic data room access granted prior to the date of the Purchase Agreement to any such person or any of their respective representatives and promptly issue instructions to any such person who has entered into a confidentiality agreement or restrictions in connection with a potential Competing Transaction that has not expired or been terminated in accordance with its terms to return or destroy any confidential information related to the Walden Group, Walden University or the Walden Business received thereunder in accordance with the terms of such confidentiality agreement.

If any of Laureate, any related party, the Walden Group or any of their respective representatives receives any inquiry, proposal or offer from any person relating to, or that would reasonably be expected to lead to, a Competing Transaction , Laureate will promptly (and in any event, within one business day), advise Adtalem of such proposal and the material terms and conditions of any such proposal.

For purposes of the Purchase Agreement, “Competing Transaction” means with respect to the Walden Group, any service provider of the Walden Group or any assets or properties owned, used or held for use by

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the Walden Group any (a) merger or consolidation, (b) acquisition, purchase, sale, disposition or license of all or any material portion of the assets or equity interests in or of, the Walden Group or (c) reorganization, recapitalization, restructuring, business combination or other similar transaction. For purposes of the Purchase Agreement, “Qualifying Transaction” means any inquiry, proposal or offer, or any expression of interest, by any third party relating to (A) a transfer or sale of Laureate, or any merger, consolidation, recapitalization, tender or exchange offer, or other business combination transaction to acquire Laureate, (B) direct or indirect acquisition or purchase by any person of more than 50% of the assets, equity or other property of Laureate (determined without taking into account the equity or assets of the Walden Group, it being understood that such transactions may include the equity and assets of the Walden Group) or (C) any merger, consolidation, recapitalization, liquidation, dissolution or similar transaction which would result, directly or indirectly, in the disposition of more than 50% of the assets, equity or other property of Laureate, in each case whether in one transaction or a series of related transactions, in each case of clauses (A), (B) and (C), in which (1) each potential purchaser or other participant participating in any process in relation thereto is bound by a customary confidentiality and non-use agreement covering any information related to the Walden Group or the Walden Business and Laureate will use its reasonable best efforts to enforce such confidentiality agreements with respect to information related to the Walden Group or the Walden Business, including, following the closing, at Adtalem’s request and (2) the purchaser or surviving party thereunder agrees to be, or by operation of law will be, bound by the terms of this Agreement and the ancillary documents applicable to Laureate and any remaining obligations of Laureate under the Purchase Agreement and the ancillary documents (including the obligation to consummate the closing) will be fully assumed by such person (including by operation of law, if applicable); provided that notwithstanding the occurrence of any Qualifying Transaction, Laureate or its affiliates, as applicable, will remain responsible and liable for its obligations pursuant to the Purchase Agreement and any ancillary document to which Laureate or its affiliates, as applicable, are a party.

D&O Indemnification

To the fullest extent permitted by law, the Walden Group’s organizational documents will contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, managers and officers than are set forth in the Walden Group’s organizational documents as of the date of the Purchase Agreement and will not be amended, repealed or otherwise modified for a period of six years from the closing in any manner that would adversely affect the rights thereunder of any such individuals.

Prior to closing, Laureate will obtain or otherwise secure “tail” insurance policies to the officers’ and directors’ liability insurance policies, to remain in effect for six years after closing with respect to acts or omissions existing or occurring at or prior to the closing in an amount and scope at least as favorable as the coverage applicable to such policies as of the date of the Purchase Agreement under Laureate’s existing applicable insurance policies; provided, that Laureate may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the closing date and extend such coverage for at least six years following the closing date.

Financing Covenant; Laureate Cooperation

Adtalem will use its reasonable best efforts to do, or cause to be done, all things reasonably necessary or advisable to obtain the debt financing pursuant to the Commitment Letter (the “Debt Financing”) as soon as reasonably practicable and no later than closing. Adtalem is obligated to obtain such Debt Financing on substantially the terms and conditions described in the Commitment Letter and any fee letter, including using reasonable best efforts to enter into definitive agreements with respect to the Debt Financing and satisfy in all material respects on a timely basis all conditions applicable to and within the control of Adtalem under the Commitment Letter and definitive agreements with respect to the Debt Financing and enforce its rights thereunder.

Unless Adtalem has demonstrated to Laureate’s reasonable satisfaction that it has sufficient cash available from alternative financing sources in lieu thereof from and after execution of the Purchase Agreement, Adtalem will not permit certain terminations, amendments, replacements, supplements or other

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modification of, or waiver of certain rights under the Commitment Letter without Laureate’s prior written consent. In addition, unless, and to the extent, Adtalem has demonstrated to the reasonable satisfaction of Laureate that Adtalem will have sufficient cash from alternative financing sources in an amount sufficient to consummate the Contemplated Transaction, if any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter and any related fee letter, Adtalem will use its reasonable best efforts to, as promptly as practicable following the occurrence of such event but no later than the closing date, arrange and obtain from the same or alternative sources of debt financing in an amount, when combined with any equity financing and cash on hand, that is sufficient to consummate the Contemplated Transaction, on terms and conditions that are not materially less favorable to Adtalem in the aggregate as those contained in the Commitment Letter and any related fee letter and which will not include any conditions precedent or contingencies to the funding of such alternative debt financing on the closing date that are materially more onerous than those set forth in the Commitment Letter and any related fee letter in effect as of the date of the Purchase Agreement.

Laureate will (and will cause the Walden Group to, and instruct its respective management and representatives to) provide, on a timely basis, all assistance and cooperation reasonably requested by Adtalem in connection with the Debt Financing, although none of the Walden Group will be required to agree to pay any commitment or fee prior to closing in connection with the Debt Financing.

Non-Compete and Non-Solicit

For a period of three years from and after the closing date, Laureate and its affiliates will be bound by a three year non-compete provision barring them from competing with the Walden Group in the United States, Canada or the Caribbean, by directly or indirectly, owning, operating, leasing, managing, controlling, engaging in, investing in, or permitting its name to be used by any business that competes with the Walden Group in such territories by targeting for recruitment or actively marketing to students in such territories, subject to certain customary exceptions and limitations. The non-compete provision does not apply to Laureate’s subsidiaries and affiliates that are sold to third party acquirers, so long as such third party acquirers conduct any otherwise restricted activities separately from the acquired businesses during such period and do not use the confidential information or intellectual property of the Walden Group to compete with the Walden Group during such period.

Laureate, Adtalem and each of their affiliates will be bound by a two year non-solicitation provision with respect to any employee or officer of the Walden Group as of the closing or as of any time during the Pre-Closing Period, subject to certain customary exceptions and limitations. The non-solicitation provision also binds directors of Laureate and managers of the Walden Group.

Other Covenants and Agreements

The Purchase Agreement also contains a number of other covenants and agreements that govern the actions of Laureate pending completion of the Contemplated Transaction and several covenants governing the actions of Adtalem and cooperation among the parties after the closing of the Contemplated Transaction.

Each of Adtalem and Laureate will, among other things:

•

consult with the other party before issuing, and will not issue without the prior consent of the other party, any press release or other public announcement with respect to the Purchase Agreement or the Contemplated Transaction, subject to certain customary exceptions; and

•

during the Pre-Closing Period, promptly notify each other, in writing, of certain events, including: (i) written communication alleging that the consent, waiver, approval or notice of any person may be required in connection with the Contemplated Transaction and (ii) any material written communication from any governmental authority or educational agency in connection with the Contemplated Transaction.

In addition, Laureate will, among other things:

•

during the Pre-Closing Period, cause its affiliates to afford Adtalem’s and its representatives reasonable access, at Adtalem’s expense and under the supervision of Laureate’s personnel, during normal

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business hours and in a manner as to not unreasonably disrupt the normal operations of the Walden Business, to its properties, books, records, personnel and representatives to obtain all information concerning the Walden Business as Adtalem may reasonable request, provided that all such information will remain subject to the confidentiality agreement and all applicable terms of the Purchase Agreement.

•

until the fifth anniversary of the closing date and for so long as any party is contesting or defending against any proceeding not involving the other party in connection with: (i) the Contemplated Transaction, (ii) any fact, situation, circumstance or transaction on or prior to closing involving any member of the Walden Group, the other party will use commercially reasonable efforts to cooperate with such party in such defense or contest.

•

in consultation with Adtalem, prepare and file with the SEC this information statement within 60 days following the date of the Purchase Agreement and, promptly after receiving clearance from the SEC or as promptly as reasonably practicable after 10 days have passed since the date of filing of the preliminary information statement with the SEC without notice from the SEC of its intent to review, file with the SEC and mail this information statement to its stockholders.

Conditions to Consummation of the Contemplated Transaction

The respective obligations of Adtalem and Laureate to consummate the closing are subject to the satisfaction or, to the extent permitted by applicable law, written waiver by Adtalem and Laureate, at or prior to the closing, of the following conditions:

•

no governmental authority of competent jurisdiction or educational agency will have enacted, issued, promulgated, enforced or entered any judgment or law that is in effect and prohibits or prevents the consummation of the Contemplated Transaction;

•

any waiting period under the HSR Act and a specified foreign filing will have expired or been terminated, any approvals, consents, waivers, or clearances required in connection with the Contemplated Transaction under the specified foreign filing will have been obtained and there not be in effect any law or judgment (whether temporary, preliminary or permanent) to prohibit, restrain, enjoin or make illegal the consummation of the Contemplated Transaction and there will not be in effect any voluntary agreement between Adtalem, Laureate or its affiliates (including the Walden Group) and the United States Federal Trade Commission, United States Department of Justice or other applicable governmental authority pursuant to which Adtalem, Laureate or its affiliates, as applicable, has agreed not to consummate the Contemplated Transaction for any period of time;

•

Laureate and Adtalem will have received: (i) the DOE Preacquisition Response and (ii) certain other Pre-Closing Educational Consents listed on Laureate’s Disclosure Schedule will have been obtained or made, as applicable; and

•

this information statement will have been cleared by the SEC and sent to Laureate’s stockholders at least 20 days prior to the closing.

The obligation of Adtalem to consummate the closing is further subject to the satisfaction (or written waiver by Adtalem, to the extent permitted by applicable law), at or prior to the closing of the following conditions:

•

each of the fundamental representations of Laureate relating to the organization, subsidiaries, capitalization, title to the Interests, authority, execution and delivery, enforceability, and brokers of Laureate will be true and correct in all respects as of the date of the Purchase Agreement and as of the closing as though made on and as of the closing (except that those representations and warranties which expressly relate to a particular date need only be so true and correct as of such date), except for any failure to be so true and correct that is de minimis in nature;

•

the representations and warranties of Laureate contained in the Purchase Agreement that are not described in the bullet point above will be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or similar qualifier, except that the term “Material Contracts”, the word “material” as set forth in Section 3.08(c) of the Purchase Agreement and the words “Material Adverse Effect” as set forth in Section 3.09 of the Purchase Agreement will be given

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effect) as of the date of the Purchase Agreement and as of the closing as though made on and as of the closing, except where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect;

•

Laureate will have performed or complied with, in all material respects, all agreements, covenants and obligations required by the Purchase Agreement to be performed or complied with by it prior to or at the time of the closing;

•

since the date of the Purchase Agreement, there will not have been, nor will there be, a Material Adverse Effect;

•

(i) Walden University will not have lost or withdrawn from its participation in Title IV programs; and (ii) certain specified Pre-Closing Educational Consents will have been obtained or made;

•

Adtalem will have received certain Laureate deliverables, including the executed escrow agreement and certain other ancillary documents; and

•

each member of the Walden Group and all assets held by the Walden Group will have been irrevocably released from any and all obligations (including guarantees) and liens under the existing credit agreement of Laureate and related loan documents, the existing indenture of Laureate and the existing notes of Laureate.

The obligation of Laureate to consummate the closing is subject to the satisfaction (or written waiver by Laureate, to the extent permitted by applicable law), on or prior to the closing date of the following conditions:

•

each of the fundamental representations of Adtalem relating to the organization, authority, execution and delivery, enforceability and brokers of Adtalem will be true and correct in all respects as of the date of the Purchase Agreement and as of the closing as though made on and as of the closing (except that those representations and warranties which expressly relate to a particular date need only be so true and correct as of such date), except for any failure to be so true and correct that is de minimis in nature;

•

the representations and warranties of Adtalem contained in the Purchase Agreement that are not described in the bullet point above will be true and correct (without giving effect to any limitation as to “materiality”) as of the date of the Purchase Agreement and as of the closing as though made on and as of the closing (except that those representations and warranties which expressly relate to a particular date need only be so true and correct as of such date), except, in the case of this bullet point, to the extent that the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to prevent or materially and adversely affect Adtalem’s ability to perform its obligations under the Purchase Agreement or consummate the Contemplated Transaction;

•

Adtalem will have performed or complied with, in all material respects, all agreements, covenants and obligations required by the Purchase Agreement to be performed or complied with by it prior to or at the time of the closing; and

•

Laureate will have received certain Adtalem deliverables, including delivery of an executed escrow agreement and certain other ancillary documents.

Termination of the Purchase Agreement

The Purchase Agreement may be terminated, and the Contemplated Transaction may be abandoned at any time prior to the closing by mutual written consent of Laureate and Adtalem.

In addition, the Purchase Agreement may be terminated by either Laureate or Adtalem:

•

if consummation of the Contemplated Transaction would violate any non-appealable final law or judgment of any governmental authority having competent jurisdiction; provided, however, that this right to terminate the Purchase Agreement will not be available to any party whose action or failure to perform any of its obligations under the Purchase Agreement has been the primary cause

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of, or primarily resulted in, the issuance of such non-appealable final law or judgment and such action or failure to perform constitutes a breach of the Purchase Agreement;

•

if the closing does not occur on or prior to March 11, 2022; provided, however, that this right to terminate the Purchase Agreement will not be available to any party whose action or failure to perform any of its obligations under the Purchase Agreement has been the primary cause of, or primarily resulted in, the failure of the closing to have occurred on or before March 11, 2022 and such action or failure to perform constitutes a breach of the Purchase Agreement; or

•

if the DOE issues a written response to the DOE preacquisition application following the completion of the DOE’s comprehensive review, which written response affirmatively states that the PPA approving the change of ownership will not be issued following the closing and such statement is not qualified or conditioned and such written response has not been withdrawn or superseded by a subsequent written response that does not contain such statement; provided, however, that this right to terminate the Purchase Agreement will not be available to any party who is then in material breach of Section 5.05(b) of the Purchase Agreement.

The Purchase Agreement also may be terminated by Adtalem:

•

if Laureate has breached or failed to perform any of its representations, warranties, covenants or agreements contained in the Purchase Agreement, which breach or failure to perform (A) would give rise to the failure of a condition in Section 6.01, Section 6.02(a), Section 6.02(b) or Section 6.02(c) of the Purchase Agreement cannot be cured by Laureate by March 11, 2022, or if capable of being cured by such date, will not have been cured by the earlier of (1) the 30th day following receipt by Laureate of written notice of such breach or failure to perform from Adtalem stating Adtalem’s intention to terminate the Purchase Agreement and the basis for such termination and (2) March 11, 2022; provided that Adtalem will not have the right to terminate the Purchase Agreement pursuant to this provision if Adtalem is in breach of any representations, warranties, covenants or other agreements contained in the Purchase Agreement which breach would result in a condition to the closing set forth in Section 6.01, Section 6.03(a) or Section 6.03(b) of the Purchase Agreement not being satisfied; or

•

if the DOE issues a written response to the DOE preacquisition application following the completion of the DOE’s comprehensive review setting forth any terms of or conditions to the issuance of the PPA approving the change of ownership following the closing, which contains a burdensome condition (as such term is defined in the Purchase Agreement); provided that Adtalem will not have the right to terminate the Purchase Agreement pursuant to this provision if Adtalem is then in material breach of Section 5.05(b) of the Purchase Agreement.

The Purchase Agreement also may be terminated by Laureate:

•

(A) if Adtalem will have breached or failed to perform any of its representations, warranties, covenants or agreements contained in the Purchase Agreement, which breach or failure to perform (1) would give rise to the failure of a condition set forth in Section 6.01, Section 6.03(a) or Section 6.03(b) of the Purchase Agreement and (2) cannot be cured by Adtalem by March 11, 2022, or if capable of being cured by such date, will not have been cured by the earlier of (x) the 30th day following receipt by Adtalem of written notice of such breach or failure to perform from Laureate stating Laureate’s intention to terminate the Purchase Agreement and the basis for such termination and (y) March 11, 2022; provided that Laureate will not have the right to terminate the Purchase Agreement pursuant to this provision if Laureate is in breach of any representations, warranties, covenants or other agreements contained in the Purchase Agreement which breach would result in a condition to the closing set forth in Section 6.01, Section 6.02(a), Section 6.02(b) or Section 6.02(c) of the Purchase Agreement not being satisfied or (B) notwithstanding any cure periods pursuant to this provision, if all of the conditions set forth in Section 6.01, Section 6.02(a), Section 6.02(b) and Section 6.02(c) of the Purchase Agreement have been satisfied (other than any condition which by its nature is to be satisfied at the closing) and Adtalem fails to consummate the closing by the time the closing should have occurred; or

•

if (A) all of the conditions set forth in Section 6.01 and Section 6.02 of the Purchase Agreement have been satisfied or waived (other than those conditions that by their terms are to be satisfied or

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waived at the closing itself, but subject to the ability of such conditions to be satisfied at the closing) if the closing date were the date the closing should have occurred, (B) Adtalem fails to consummate the closing within two business days following the date the closing should have occurred, (C) Laureate has irrevocably confirmed by written notice to Adtalem that all conditions to consummate the closing (with respect to Laureate) have been satisfied or that it will waive any unsatisfied conditions (with respect to Laureate) and Laureate is ready, willing and able to and will consummate the closing on such date and at all times during the five business day period thereafter and (D) the closing will not have been consummated by the later of five business days after delivery of such notice and the earliest date the closing would occur; provided that during such five business day period following the date the closing should have been consummated, neither party will be entitled to terminate the Purchase Agreement pursuant to Section 7.01(b)(ii) of the Purchase Agreement.

Termination Fee and Expenses

Fees Payable by Adtalem. Adtalem will pay Laureate (or Laureate’s designee) a non-refundable termination fee of $88,800,000 in cash by wire transfer of immediately available funds as promptly as practicable and in any case within two business days in the event that:

•

The Purchase Agreement is validly terminated by Laureate pursuant to Laureate’s termination right described above in connection with a breach of the Purchase Agreement by Adtalem or a failure of Adtalem to consummate the closing by the time the closing should have occurred, or the Purchase Agreement is otherwise terminated when Laureate was entitled to terminate the Purchase Agreement pursuant thereto;

•

The Purchase Agreement is validly terminated by Adtalem pursuant to Adtalem’s termination right described above in connection with a failure of the closing to occur on or prior to March 11, 2022, at a time when (A) the receipt of the DOE Preacquisition Response is the only closing condition that remains unsatisfied (other than those conditions that by their terms are to be satisfied or waived at the closing itself, but subject to the ability of such conditions to be satisfied at the closing), (B) the DOE’s written response to the DOE preacquisition application following the completion of the DOE’s comprehensive review has been received and (C) Adtalem does not have a right to otherwise terminate the Purchase Agreement pursuant to Adtalem’s termination rights described above in connection with (i) any non-appealable final law or judgment, (ii) the receipt of a written response to the DOE preacquisition application affirmatively stating that the PPA approving the change of ownership will not be issued following the closing or (iii) a breach of the Purchase Agreement by Laureate; or

•

The Purchase Agreement is validly terminated by Adtalem pursuant to Adtalem’s termination right described above in connection with a written response from the DOE issues a written response to the DOE preacquisition application that contains a burdensome condition, at a time when Adtalem does not have a right to otherwise terminate the Purchase Agreement pursuant to Adtalem’s termination rights described above in connection with (i) any non-appealable final law or judgment or (ii) a breach of the Purchase Agreement by Laureate.

Expenses: Except as otherwise provided in the Purchase Agreement, each of the parties will pay its own legal, investment banking, accounting and other fees and expenses incurred in connection with the preparation, execution and delivery of the Purchase Agreement and all documents and instruments executed pursuant to the Purchase Agreement and the consummation of the Contemplated Transaction, and any other costs and expenses incurred by such party, except as otherwise expressly set forth in the Purchase Agreement, including the definition of “Transaction Expenses” in the Purchase Agreement (including that each party will be responsible for 50% of all filing fees under the HSR Act). Expenses incurred in connection with the printing, filing and mailing of this information statement will be borne entirely by Laureate.

Indemnification

The representations and warranties of the parties will survive the closing until the first anniversary of the closing, provided that the fundamental representations will survive until the sixth anniversary of the closing and the representations and warranties of Laureate relating to taxes of the Walden Group will survive

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until the third anniversary of the closing. The covenants of the parties for which performance is contemplated to occur prior to the closing will survive until the first anniversary of the closing and the covenants of the parties for which performance is contemplated to occur at or following the closing will survive until fully performed or fulfilled.

After the closing, Laureate will indemnify Adtalem and its affiliates (including the Walden Group) and each of their respective representatives from and against any and all losses incurred by them arising out of or relating to (i) any breach of any representation or warranty made by Laureate or the Walden Group other than with respect to taxes of the Walden Group, (ii) any breach by Laureate of any covenant; (iii) certain specified taxes, (iv) any breach of the representations and warranties made by Laureate with respect to taxes of the Walden Group, (v) any liabilities of Laureate or its affiliates to the extent not arising out of or relating to the Walden Business or the Walden Group, or (vi) certain other specified matters.

After the closing, Adtalem will indemnify Laureate and its affiliates and their respective representatives and affiliates from and against any and all losses incurred by them arising out of or relating to (i) any breach of any representation or warranty made by Adtalem, (ii) any breach by Adtalem of any covenant, (iii) any liabilities to the extent arising out of or relating to the ownership or operation of the Walden Business or the Walden Group following the closing by Adtalem or its affiliates, or (iv) any amounts drawn by the DOE under the letter of credit of Laureate on behalf of the Walden Group.

Notwithstanding anything to the contrary contained in the Purchase Agreement, except with respect to fraud, (i) no indemnifying party’s aggregate liability will exceed the base purchase price, (ii) except with respect to fundamental representations and warranties, no indemnifying party will have any liability with respect to breaches of representations and warranties (in the case of Laureate, other than with respect to the representations and warranties made by Laureate with respect to taxes of the Walden Group) unless any given claim or series of related claims is in excess of $50,000 (and then for the full amount of such losses once the claim individually exceeds such amount) and the aggregate liability for such losses suffered by the other party’s indemnitees exceeds $5,550,000 (and then only to the extent of such excess); (iii) except with respect to fundamental representations and warranties, Laureate will not have any liability with respect to the representations and warranties made by Laureate, other than with respect to taxes of the Walden Group, in excess of $5,550,000, (iv) except with respect to fundamental representations and warranties, Laureate will not have any liability with respect to the representations and warranties made by Laureate, including with respect to taxes of the Walden Group, and with respect to certain specified taxes, in excess of $11,100,000, (v) Laureate will not have any liability with respect to certain other specified matters in excess of $9,000,000, and (vi) Adtalem will not have any liability with respect to the representations and warranties made by Adtalem in excess of $5,550,000.

Any losses payable by Laureate will be paid first out of funds remaining in the Indemnity Escrow Account, and in the event such losses exceed the funds remaining in the Indemnity Escrow Account, Adtalem’s indemnitees may satisfy such losses by pursuing indemnification rights and recourse directly against Laureate. The amounts remaining in the Indemnity Escrow Account will be released on the date that is one year and one day following the closing, provided that amounts relating to unsatisfied claims properly made on or prior to such date will be retained in the Indemnity Escrow Account until the applicable underlying claims are resolved.

Amendment and Waiver

The Purchase Agreement may be amended, modified, superseded or cancelled and any of the terms, covenants, representations, warranties or conditions thereof may be waived only by an instrument in writing signed by each of Laureate and Adtalem, or, in the case of a waiver, by or on behalf of the party waiving compliance. No course of dealing between the parties will be effective to amend or waive any provision of the Purchase Agreement. The waiver by a party of any right under the Purchase Agreement or of the failure to perform or of a breach by any other party will not be deemed a waiver of any other right under the Purchase Agreement or of any other breach or failure by such other party whether of a similar nature or otherwise.

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Specific Performance

Each party to the Purchase Agreement will be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the Purchase Agreement and to enforce specifically the terms and provisions of the Purchase Agreement in any court of competent jurisdiction without proof of damages or otherwise, this being in addition to any other remedy to which it is entitled under the Purchase Agreement. Notwithstanding the foregoing, Laureate will be entitled to an injunction to consummate the closing only if (i) all conditions to the closing have been satisfied (other than those conditions that by their terms are to be satisfied or waived at the closing itself), (ii) Adtalem has failed to consummate closing on the date the closing should have occurred, (iii) the Debt Financing has been funded or would be available and funded at closing and (iv) Laureate has irrevocably confirmed that all conditions with respect to Laureate have been satisfied (or Laureate is waiving any unsatisfied conditions), Laureate is ready, willing and able to consummate the closing and if specific performance is granted and Debt Financing is funded, Laureate will take such actions that are within its control to cause the closing to occur.

Governing Law

The Purchase Agreement will be governed by, and enforced and construed in accordance with the laws of the state of Delaware, including its statutes of limitations, without regard to the conflict of laws rules of such state that would result in the application of the laws of another jurisdiction.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock at October 1, 2020, for:

•

each person who we know beneficially owns more than five percent of either Class A or Class B common stock;

•

each of our current Directors;

•

each of our Named Executive Officers; and

•

all of our current directors and executive officers as a group.

The address of each beneficial owner listed in the table unless otherwise noted is c/o Laureate Education, Inc., 650 S. Exeter Street, Baltimore, Maryland 21202.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 119,259,438 shares of Class A common stock and 90,813,085 shares of Class B common stock outstanding at October 1, 2020. In computing the number of shares of common stock beneficially owned by a person, the percentage ownership of that person and the percentage of total voting power, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of October 1, 2020. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Under our Insider Trading Policy, directors and executive officers are prohibited from engaging in any form of hedging transaction, holding our securities in margin accounts and pledging our securities as collateral for loans. None of the shares held by our directors or current executive officers shown on the table

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below is pledged. In addition, Laureate has adopted stock ownership guidelines that require non-employee, independent directors and executive officers to retain a certain ownership level of Laureate stock.

​	Shares Beneficially Owned								​
​	Class A (includes shares of Class B that are convertible to Class A)				Class B				Percentage of Total Voting Power(2)
Name of Beneficial Owner	Number of Shares(1)		Percentage		Number of Shares		Percentage
5% Stockholders:	​	​	​	​	​	​	​	​	​	​
Wengen Alberta, Limited Partnership(3)	​	86,147,116	​	41.9%	​	86.147,116	​	94.9%	​	83.9%
KKR Funds(3)(4)	​	8,999,608(3)(4)	​	7.6%(3)(4)	​	—(3)	​	—(3)	​	*(3)(4)
Funds and individuals affiliated with Sterling(3)(5)(6)	​	984,803(3)(5)	​	*(3)(5)	​	941,824(3)(6)	​	1.0%(3)(6)	​	*(3)(5)(6)
BlackRock, Inc.(7)	​	8,136,770(7)	​	6.8%(7)	​	—	​	—	​	*(7)
The Vanguard Group, Inc.(8)	​	10,215,104(8)	​	8.6%(8)	​	—	​	—	​	1.0%(8)
FMR LLC(9)	​	15,776,989(9)	​	13.2%(9)	​	—	​	—	​	1.5%(9)
Directors and Named Executive Officers:	​	​	​	​	​	​	​	​	​	​
Brian F. Carroll(10)(11)	​	27,059	​	*	​	16,844	​	*	​	*
Andrew B. Cohen(10)(12)	​	26,079	​	*	​	—	​	—	​	*
William L. Cornog(10)	​	19,581	​	*	​	—	​	—	​	*
Pedro del Corro(10)(13)	​	10,215	​	*	​	59,578	​	*	​	*
Michael J. Durham(14)	​	28,992	​	*	​	—	​	—	​	*
Kenneth W. Freeman(15)	​	39,600	​	*	​	—	​	—	​	*
George Muñoz(16)	​	77,237	​	*	​	19,698	​	*	​	*
Dr. Judith Rodin(17)	​	50,985	​	*	​	19,698	​	*	​	*
Ian K. Snow(10)(18)	​	1,373,913	​	1.2%	​	6,656	​	*	​	*
Steven M. Taslitz(10)(19)	​	302,355	​	*	​	290,759	​	*	​	*
Eilif Serck-Hanssen(20)	​	756,125	​	*	​	307,094	​	*	​	*
Jean-Jacques Charhon(21)	​	263,358	​	*	​	—	​	—	​	*
Timothy Grace(22)	​	30,508	​	*	​	—	​	—	​	*
Victoria Silbey(23)	​	57,735	​	*	​	—	​	—	​	*
Paula Singer(24)	​	286,233	​	*	​	256,249	​	*	​	*
Ricardo M. Berckemeyer(25)	​	68,767	​	*	​	—	​	—	​	*
Jose Roberto Loureiro(26)	​	6,553	​	*	​	—	​	—	​	*
All Current Directors and Executive Officers as a Group (14 persons)(27)	​	3,088,113	​	2.6%	​	736,501	​	*	​	*

*

Less than one percent.

(1)

The Class B common stock is convertible into shares of Class A common stock on a share-for-share basis upon the election of the holder or upon transfer, subject to the terms of our amended and restated certificate of incorporation. The Class A common stock and Class B common stock will automatically convert into a single class of common stock on the date on which the number of outstanding shares of Class B common stock represents less than 15% of the aggregate combined number of outstanding shares of Class A common stock and Class B common stock.

(2)

Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, voting as a single class. Each holder of Class B common stock is entitled to ten votes per share of Class B common stock and each holder of Class A common

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stock is entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law or our amended and restated certificate of incorporation.

(3)

Represents shares of Class B common stock that are directly held by Wengen, our controlling stockholder. The limited partnership interests in Wengen are held by certain investors including investment funds and other investors affiliated with or managed by, among others, Douglas L. Becker, our former Chairman and founder, Steven M. Taslitz, a director of Laureate, Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”), Cohen Private Ventures, LLC (together with its affiliates, “CPV”), Sterling Fund Management, LLC (together with its affiliates and investment funds managed by it, “Sterling Partners”), and Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps” and, collectively, the “Wengen Investors”). The general partner of Wengen is Wengen Investments Limited, which is governed by a board of directors that includes representatives of Sterling Partners, KKR, CPV and Snow Phipps. As a result of such representation, the Wengen Investors control the voting of the shares of Class B common stock held by Wengen in the election of certain directors and may be deemed to share beneficial ownership over the securities beneficially owned by Wengen. Does not include 447,585 shares of Class B common stock subject to proxies given by current and former directors and employees of Laureate to Wengen to vote their shares of Class B common stock (collectively, the “Wengen Proxy”).

The following persons hold, through their interests in Wengen, over 5% of our Class B common stock: KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P., the Sterling Parties, CPV, Torreal Sociedad De Capital Riesgo S.A and affiliates of Moore Capital Management, LP. Shares of Class B common stock held by Wengen are convertible by Wengen into shares of Class A common stock, in accordance with the terms of our amended and restated certificate of incorporation, at the discretion of the general partner of Wengen.

KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P. hold limited partnership interests in Wengen which relate to approximately 22,889,952 and 952,623 underlying shares of Class B common stock held by Wengen, respectively, and may also be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of their ability to direct Wengen with respect to certain voting and disposition of such securities. KKR PI-II GP Limited is the general partner of KKR Partners II (International), L.P. KKR Associates 2006 (Overseas), Limited Partnership is the general partner of KKR 2006 Fund (Overseas), Limited Partnership. KKR 2006 Limited is the general partner of KKR Associates 2006 (Overseas), Limited Partnership. KKR Group Partnership L.P. is the sole shareholder of KKR 2006 Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. In such capacities, each of the entities and individuals referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, New York 10019. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025.

Sterling Capital Partners II, L.P., Sterling Capital Partners III, L.P., SP-L Affiliate, LLC, Sterling Laureate Executives Fund, L.P., Sterling Laureate, L.P., Sterling Laureate Rollover, L.P., Douglas L. Becker, Steven M. Taslitz and certain of their respective affiliates hold limited partnership interests in Wengen which collectively relate to approximately 7,428,516 underlying shares of Class B common stock held by Wengen, and may also be deemed to have voting and investment power over their respective pro rata shares of such portion of the Class B common stock owned by Wengen as a result of their respective abilities to direct Wengen with respect to certain voting and disposition of such securities. These underlying shares of Class B common stock do not include shares of Class B common stock allocable to limited partnership interests in Wengen held by certain investment vehicles that are managed on behalf of persons not affiliated with Sterling Partners, which investment vehicles, although managed by Sterling-related entities, pass through rights with respect to the voting and disposition of

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the underlying shares of Laureate to the investors in such vehicles. SC Partners II, L.P. is the sole general partner of Sterling Capital Partners II, L.P., and Sterling Capital Partners II, LLC is the sole general partner of SC Partners II, L.P. SC Partners III, L.P. is the sole general partner of Sterling Capital Partners III, L.P., and Sterling Capital Partners III, LLC is the sole general partner of SC Partners III, L.P. SP-L Management III, LLC is the sole general partner of Sterling Laureate, L.P. SP-L Management IV, LLC is the sole general partner of Sterling Laureate Executives Fund, L.P. SP-L Management V, LLC is the sole general partner of Sterling Laureate Rollover, L.P. SP-L Parent, LLC is the sole general partner of each of Sterling Management III, LLC, Sterling Management IV, LLC and Sterling Management V, LLC. Sterling Capital Partners II, LLC, Sterling Capital Partners III, LLC, SP-L Affiliate, LLC and SP-L Parent, LLC are managed by Messrs. Taslitz and Becker and R. Christopher Hoehn-Saric. Messrs. Taslitz and Hoehn Saric serve on the board of directors of the general partner of Wengen. Each of the aforementioned entities and individuals may also be deemed to be the beneficial owners having voting power and/or investment power with respect to securities of Laureate owned directly by Wengen as described above, except that Mr. Becker does not exercise any voting or investment power with respect to such securities (other than any securities of Laureate attributable to the limited partnership interests in Wengen held by SP-L Affiliate, LLC). The business address of each of the persons and entities listed in this footnote is c/o Sterling Partners, 401 N. Michigan Avenue, Suite 3300, Chicago, Illinois 60611.

CPV Holdings, LLC holds, directly and indirectly, limited partnership interests in Wengen which collectively relate to approximately 15,995,974 underlying shares of Class B common stock held by Wengen, and may also be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. CPV Holdings, LLC also holds 15,864 shares of Class A common stock issued pursuant to Laureate’s non-employee director compensation program. Steven A. Cohen is the managing member of CPV Holdings, LLC. In such capacity, Steven A. Cohen may also be deemed to be the beneficial owner having shared voting power and shared investment power with respect to the securities as described above. The address of each of CPV Holdings, LLC and Steven A. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902.

Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. hold limited partnership interests in Wengen which relate to approximately 3,231,081, 17,483, 31,040, 104,434, and 168,255 underlying shares of Class B common stock held by Wengen, respectively, for an aggregate of 3,552,293 shares, and may also be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of their ability to direct Wengen with respect to certain voting and disposition of such securities. Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P. and SPG Co Investment L.P. also own, in aggregate among them, 1,357,042 shares of Class A common stock, which shares are included above in the table for Ian K. Snow. SPG GP, LLC is the general partner of Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. Ian Snow is the sole managing member of SGP GP, LLC. In such capacities, each of the entities and the individual referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. The address of each of the persons and entities listed in this paragraph is 667 Madison Avenue, 18th Floor, New York, New York, 10065.

Torreal Sociedad de Capital Riesgo S.A. holds, directly and indirectly, limited partnership interests in Wengen which relate to approximately 6,096,466 underlying shares of the Class B common stock held by Wengen, and may be deemed to have voting and investment power over such portion of the Class B common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. Torreal Sociedad de Capital Riesgo S.A. also holds 9,366 shares of Class A common stock issued to it pursuant to Laureate’s non-employee director compensation program at the direction of Pedro del Corro, an employee of Torreal S.A., an affiliate of Torreal Sociedad de Capital Riesgo S.A., and 16,844 shares of Class B common stock. The principal business address of Torreal Sociedad de Capital Riesgo S.A. is Calle de Fortuny 1, 28010 Madrid, Spain. Mr. del Corro disclaims beneficial ownership over such securities.

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MMF MLP, Ltd. holds, directly and indirectly, limited partnership interests in Wengen which relate to approximately 11,054,982 underlying shares of the Class B common stock held by Wengen, and may be deemed to have voting and investment power over such Class B common stock owned by Wengen as a result of its ability to direct Wengen with respect to certain voting and disposition of such securities. Louis M. Bacon is the chief executive officer and director of Moore Capital Management, LP, which serves as discretionary investment manager to MMF MLP, Ltd. The principal business address of Moore Capital Management, LP is 11 Times Square, New York, New York 10036.

(4)

Represents 8,902,112 and 97,496 shares of Class A common stock owned by KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P., respectively. Does not include the Class B common stock held by Wengen described above further in footnote (3). In the aggregate, the investment funds affiliated with KKR may be deemed to beneficially own 95,146,724 shares of Class A common stock, which represents, in the aggregate, approximately 46.3% of the outstanding shares of the Class A common stock, calculated pursuant to the rules of the SEC, or 84.7% of the total voting power.

(5)

Represents shares of Class A common stock and shares of Class B common stock, in each case, beneficially owned by funds and individuals affiliated with Sterling Partners. Does not include the Class B common stock held by Wengen described further in footnote (3) above. In the aggregate, such funds and individuals affiliated with Sterling Partners may be deemed to beneficially own 87,131,919 shares of Class A common stock (including 802,211 shares of Class A common stock issuable upon conversion of shares of Class B common stock issuable upon the exercise of vested options issued to Mr. Becker), which represents, in the aggregate, approximately 41% of the outstanding shares of the Class A common stock, calculated pursuant to the rules of the SEC.

(6)

Represents shares of Class B common stock beneficially owned by funds and individuals affiliated with Sterling Partners (including 802,211 shares of Class B common stock issuable upon the exercise of vested options issued to Mr. Becker). Does not include the Class B common stock held by Wengen described further in footnote (3) above.

(7)

Based solely on information reported by BlackRock, Inc. on Schedule 13G filed with the SEC on February 7, 2020. All of these shares are shares of Class A common stock. According to this Schedule 13G, BlackRock, Inc. has sole voting power with respect to 7,873,496 shares of Class A common stock, sole dispositive power with respect to 8,136,770 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. The reporting person listed its address as 55 East 52nd Street, New York, New York 10055.

(8)

Based solely on information reported by The Vanguard Group, Inc. on Amendment No. 2 to Schedule 13G filed with the SEC on February 12, 2020. All of these shares are shares of Class A common stock. According to this Amendment to Schedule 13G, The Vanguard Group, Inc. has sole voting power with respect to 110,925 shares of Class A common stock, sole dispositive power with respect to 10,090,630 shares of Class A common stock, shared voting power with respect to 27,103 shares of Class A common stock and shared dispositive power with respect to 124,474 shares of Class A common stock. The reporting person listed its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(9)

Based solely on information reported by FMR LLC on Amendment No. 2 to Schedule 13G filed with the SEC on February 7, 2020. All of these shares are shares of Class A common stock. According to this Amendment to Schedule 13G, FMR LLC has sole voting power with respect to 3,062,898 shares of Class A common stock and sole dispositive power with respect to 15,776,989 shares of Class A common stock and shared voting power and shared dispositive power with respect to no shares of Class A common stock. The reporting person listed its address as 245 Summer Street, Boston, Massachusetts 02210.

(10)

The director is affiliated with Wengen or an investor in Wengen. Does not include the Class B common stock held of record by Wengen and the 447,585 shares of Class B common stock subject to the Wengen Proxy. See footnote 3 for further information on any beneficial ownership of securities indirectly held through Wengen.

(11)

Includes 10,215 shares of Class A common stock, 12,233 shares of Class B common stock and 4,611 shares of Class B common stock reserved for issuance upon distribution of Mr. Carroll’s Post-2004 DCP

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account when he retires from Laureate’s Board of Directors. Does not include 3,405 restricted stock units reported as Class A common stock in Table I of Mr. Carroll’s Form 4 filed on May 14, 2020.

(12)

Includes 10,215 shares of Class A common stock issued to Mr. Cohen pursuant to Laureate’s non-employee director compensation plan. Also represents 15,864 shares of Class A common stock issued to CPV Holdings, LLC pursuant to Laureate’s non-employee director compensation program at the request of Mr. Cohen in lieu of issuance to Mr. Cohen, which shares are comprised of (i) 3,031 shares of Class A common stock issued directly to CPV Holdings, LLC, (ii) 6,335 shares of Class A common stock issued to Cohen Private Ventures, LLC and subsequently transferred to CPV Holdings, LLC and (iii) 6,498 shares of Class B common stock originally issued to S.A.C. Capital Advisors, L.P., subsequently transferred to Cohen Private Ventures, LLC and thereafter converted to Class A common stock and transferred to CPV Holdings, LLC. Mr. Cohen disclaims beneficial ownership over such securities.

(13)

Includes 10,215 shares of Class A common stock issued to Mr. del Corro pursuant to Laureate’s non-employee director compensation plan, but does not include 3,405 restricted stock units reported as Class A common stock in Table I of Mr. del Corro’s Form 4 filed on November 6, 2020. Also includes limited partnership interests in Wengen held, directly and indirectly, by Mr. del Corro which relate to approximately 59,578 underlying shares of Class B common stock held by Wengen, over which he may be deemed to have voting and investment power as a result of his ability to direct Wengen with respect to certain voting and disposition of such securities. Shares of Class B common stock held by Wengen are convertible by Wengen into shares of Class A common stock of Laureate, in accordance with the terms of our amended and restated certificate of incorporation, at the discretion of the general partner of Wengen.

(14)

Does not include 3,405 restricted stock units reported as Class A common stock in Table I of Mr. Durham’s Form 4 filed on May 14, 2020.

(15)

Does not include 5,675 restricted stock units reported as Class A common stock in Table I of Mr. Freeman’s Form 4 filed on May 14, 2020.

(16)

Includes 57,539 shares of Class A common stock and 19,698 shares of Class B common stock. Does not include 3,405 restricted stock units reported as Class A common stock in Table I of Mr. Muñoz’s Form 4 filed on May 14, 2020.

(17)

Includes 31,287 shares of Class A common stock and 19,698 shares of Class B common stock. Does not include 3,405 restricted stock units reported as Class A common stock in Table I of Dr. Rodin’s Form 4 filed on May 14, 2020.

(18)

Includes 10,215 shares of Class A common stock issued to Mr. Snow pursuant to Laureate’s non-employee director compensation plan, but does not include 3,405 restricted stock units reported as Class A common stock in Table I of Mr. Snow’s Form 4 filed on May 14, 2020. Snow Phipps, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., and Snow Phipps Group (RPV), L.P. beneficially own such securities indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership over such securities. Includes 3,837 shares of Class B common stock held by Snow Phipps and 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A common stock owned by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively. Includes 2,819 shares of Class B common stock reserved for issuance upon distribution of Mr. Snow’s Post-2004 DCP account when he retires from Laureate’s Board of Directors. Mr. Snow disclaims beneficial ownership of the shares held, directly or indirectly, by Snow Phipps.

(19)

Includes 13,889 shares of Class B common stock held by Sterling Fund Management, LLC, an affiliate of Sterling Partners. Mr. Taslitz shares voting and dispositive power with respect to the shares of Class B common stock held by this affiliate of Sterling Partners, with Messrs. Becker and Hoehn-Saric. Also includes Mr. Taslitz’s allocable share of certain equity securities of Laureate that are subject to an agreement entered into by Messrs. Becker and Taslitz and two other founding partners of Sterling Partners (individually, a “Sterling Founder”, and collectively, the “Sterling Founders”) on January 20, 1999 in connection with a partnership formed by them (the “Founders’ Agreement”), including Mr. Taslitz’s allocable share of (i) the shares issuable upon the exercise of vested options to purchase an aggregate of 802,211 shares of Class B common stock issued to Mr. Becker, (ii) 125,724 shares of

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Class B common stock issued to Mr. Becker, (iii) 32,764 shares of Class A common stock held directly by Mr. Becker and (iv) 10,215 shares of Class A common stock issued to Mr. Taslitz pursuant to Laureate’s non-employee director compensation plan, including upon vesting of 6,810 restricted stock units, but does not include Mr. Taslitz’s allocable share of 3,405 restricted stock units reported as Class A common stock in Table I of Mr. Taslitz’s Form 4 filed on May 14, 2020. Pursuant to the Founders’ Agreement, the Sterling Founders share equally, on a net after-tax basis, in certain equity-based compensation they receive, in the aggregate, in connection with services rendered by any of them to certain entities, including Laureate. The Founders’ Agreement provides, in certain circumstances, and subject to contractual restrictions, that securities received by a Sterling Founder as compensation for services rendered by him to certain entities shall be assigned or transferred to the Sterling Founders pro rata, or to a partnership they form, as soon as practicable after such assignment or transfer is permitted by contract and applicable law. The Founders’ Agreement further provides that if such securities or other property are not transferable or assignable, the rights to receive the net proceeds of such property upon disposition shall be so transferred or assigned. Prior to any such transfer or assignment, each Sterling Founder controls the voting and disposition of any such securities received by such Sterling Founder.

(20)

Includes shares issuable upon the exercise of vested options to purchase an aggregate of 294,445 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table, and shares issuable upon the exercise of vested options to purchase an aggregate of 254,776 shares of Class B common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 117,068 restricted stock units reported as Class A common stock in Table I of Mr. Serck-Hanssen’s Form 4/A filed on May 8, 2020.

(21)

Includes shares issuable upon the exercise of vested options to purchase an aggregate of 123,359 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 62,923 restricted stock units reported as Class A common stock in Table I of Mr. Charhon’s Form 4 filed on May 13, 2020.

(22)

Includes shares issuable upon the exercise of vested options to purchase an aggregate of 13,960 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 18,217 restricted stock units reported as Class A common stock in Table I of Mr. Grace’s Form 4 filed on March 18, 2020.

(23)

Ms. Silbey served as Senior Vice President, Secretary, Chief Legal Officer and Chief Ethics & Compliance Officer until July 17, 2020. The information reported on the above table is based on the Form 4/A filed on behalf of Ms. Silbey with the SEC on May 8, 2020. 22,250 restricted stock units reported as Class A common stock in Table I thereof did not vest prior to Ms. Silbey’s termination and, accordingly, are not included in the shares reported on the above table.

(24)

Includes shares issuable upon the exercise of vested options to purchase an aggregate of 16,013 shares of Class A common stock that are exercisable as of or within 60 days of the date of the above table, and shares issuable upon the exercise of vested options to purchase an aggregate of 256,249 shares of Class B common stock that are exercisable as of or within 60 days of the date of the above table. Does not include 7,653 restricted stock units reported as Class A common stock in Table I of Ms. Singer’s Form 4 filed on January 3, 2020. On March 10, 2020, in connection with the January 27, 2020 announcement that our Board of Directors had authorized Laureate to explore strategic alternatives for each of its businesses to unlock stockholder value, our Board of Directors evaluated the designations of its current executive officers (as that term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended) and determined that Ms. Singer would no longer be designated as an executive officer.

(25)

Mr. Berckemeyer served as President and Chief Operating Officer until July 15, 2019. The information reported on the above table is based on the Form 4/A filed on behalf of Mr. Berckemeyer with the SEC on March 19, 2019. 67,552 restricted stock units reported as Class A common stock in Table I thereof did not vest prior to Mr. Berckemeyer’s termination and, accordingly, are not included in the shares reported on the above table.

(26)

Mr. Loureiro served as Chief Executive Officer, Brazil until July 31, 2019. The information reported on the above table is based on the Form 4 filed on behalf of Mr. Loureiro with the SEC on March 19,

73

2019. 12,555 restricted stock units reported as Class A common stock in Table I thereof did not vest prior to Mr. Loureiro’s termination and, accordingly, are not included in the shares reported on the above table.

(27)

Includes directors affiliated with Wengen or an investor in Wengen. Does not include the Class B common stock held of record by Wengen and the 447,585 shares of Class B common stock subject to the Wengen Proxy. See footnote 3 for further information on any beneficial ownership of securities indirectly held through Wengen.

74

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other documents with the SEC. These reports contain additional information about Laureate. Laureate’s SEC filings are made available electronically to the public at the SEC’s website located at www.sec.gov. Stockholders can also obtain free copies of our SEC filings through the “Investor Relations” section of Laureate’s website at www.laureate.net. Our website address is being provided as an inactive textual reference only. The information provided on our website, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC, is not part of this information statement, and therefore is not incorporated herein by reference.

The SEC allows Laureate to “incorporate by reference” information that it files with the SEC in other documents into this information statement. This means that Laureate may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this information statement. This information statement and the information that Laureate files later with the SEC may update and supersede the information incorporated by reference. Such updated and superseded information will not, except as so modified or superseded, constitute part of this information statement.

Laureate incorporates by reference each document it files under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this information statement and before the Effective Time. Laureate also incorporates by reference in this information statement the following documents filed by it with the SEC under the Exchange Act:

•

Laureate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019;

•

Laureate’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2020, June 30, 2020 and September 30, 2020; and

•

Laureate’s Current Reports on Form 8-K filed with the SEC on February 28, 2020, March 2, 2020, May 7, 2020 (Item 5.02 only), May 14, 2020, June 30, 2020, July 29, 2020, August 20, 2020, September 11, 2020, September 14, 2020, October 21, 2020, November 2, 2020, November 4, 2020 and November 5, 2020 (Items 2.01 and 9.01(b) only).

Laureate undertakes to provide without charge to each person to whom a copy of this information statement has been delivered, upon request, by first class mail or other equally prompt means, a copy of any or all of the documents incorporated by reference in this information statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this information statement incorporates. You may obtain documents incorporated by reference by requesting them in writing or by telephone at Laureate Education, Inc., 650 South Exeter Street, Baltimore, Maryland 21202-4382, Attention: Investor Relations Department, Telephone: (866) 452-8732.

Adtalem has supplied, and Laureate has not independently verified, the information in this information statement relating to Adtalem.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” information statements and annual reports. This means that only one copy of our information statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document upon written or oral request. Please direct your inquiry or request by mail or telephone to us at the above address and telephone number. If you want to receive separate copies of this information statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and telephone number.

Stockholders should not rely on information that purports to be made by or on behalf of Laureate other than that contained in or incorporated by reference in this information statement. Laureate has not authorized anyone to provide information on behalf of Laureate that is different from that contained in this information statement. This information statement is dated November 20, 2020. No assumption should be made that the information contained in this information statement is accurate as of any date other than that date, and the mailing of this information statement will not create any implication to the contrary.

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Annex A​

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND BETWEEN

ADTALEM GLOBAL EDUCATION INC.

and

LAUREATE EDUCATION, INC.

Dated as of September 11, 2020

TABLE OF CONTENTS

​	Page
ARTICLE I DEFINITIONS	​	A-1
Section 1.01. Definitions	​	A-1
ARTICLE II PURCHASE AND SALE	​	A-15
Section 2.01. Purchase and Sale	​	A-15
Section 2.02. The Closing	​	A-15
Section 2.03. Estimated Purchase Price	​	A-18
Section 2.04. Post-Closing Adjustment	​	A-18
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER	​	A-20
Section 3.01. Organization	​	A-20
Section 3.02. Subsidiaries	​	A-20
Section 3.03. Capitalization	​	A-21
Section 3.04. Title to Interests	​	A-21
Section 3.05. Authority; Execution and Delivery; Enforceability	​	A-21
Section 3.06. Non-Contravention and Approvals	​	A-22
Section 3.07. Financial Statements	​	A-22
Section 3.08. No Undisclosed Liabilities	​	A-23
Section 3.09. Absence of Changes	​	A-23
Section 3.10. Real Property	​	A-24
Section 3.11. Sufficiency of Assets	​	A-24
Section 3.12. Intellectual Property	​	A-24
Section 3.13. Cyber Security and IT	​	A-26
Section 3.14. Material Contracts	​	A-27
Section 3.15. Taxes	​	A-29
Section 3.16. Litigation	​	A-31
Section 3.17. Employees; Benefit Plans	​	A-31
Section 3.18. Compliance with Laws	​	A-33
Section 3.19. Education Compliance and Approvals	​	A-33
Section 3.20. Environmental Matters	​	A-37
Section 3.21. Anti-Bribery; Trade Controls	​	A-37
Section 3.22. Insurance	​	A-38
Section 3.23. Vendors	​	A-38
Section 3.24. Related Party Transactions	​	A-38
Section 3.25. No Brokers	​	A-38
Section 3.26. Information Statement	​	A-38
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER	​	A-38
Section 4.01. Organization	​	A-39
Section 4.02. Authority; Execution and Delivery; Enforceability	​	A-39
Section 4.03. Non-Contravention and Approvals	​	A-39

A-i

​	Page
Section 4.04. Litigation	​	A-39
Section 4.05. Availability of Funds	​	A-39
Section 4.06. Solvency	​	A-40
Section 4.07. Educational Regulatory Representations	​	A-40
Section 4.08. Investigation; Acquisition of Interests for Investment	​	A-41
Section 4.09. No Brokers	​	A-42
Section 4.10. Information Statement	​	A-42
ARTICLE V COVENANTS	​	A-42
Section 5.01. Conduct of the Business	​	A-42
Section 5.02. Access to Information	​	A-45
Section 5.03. Confidentiality	​	A-46
Section 5.04. Regulatory Filings; Efforts	​	A-47
Section 5.05. Educational Approvals	​	A-48
Section 5.06. Intercompany Accounts	​	A-49
Section 5.07. Pre-Closing IP Transfer	​	A-49
Section 5.08. Seller Marks	​	A-50
Section 5.09. Publicity	​	A-50
Section 5.10. Further Action	​	A-51
Section 5.11. Employee Matters	​	A-51
Section 5.12. Release	​	A-53
Section 5.13. Exclusivity	​	A-54
Section 5.14. Notice of Certain Events	​	A-55
Section 5.15. Non-Competition; Non-Solicitation	​	A-55
Section 5.16. Financing