What changed in this filing

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Item 1A. Risk Factors

2020-11-05 compared with 2020-08-06 · 18 added, 31 removed, 197 unchanged (20% of the section changed)

Except as stated below, there have been no material changes to the risk factors previously disclosed in “Item 1A.

There have been no material changes to the risk factors previously disclosed in “Item 1A.

Risk Factors” in our 2019 Form 10-K, as updated in Part II, “Item 1A.

Risk Factors” in our Q1 2020 Form 10-Q.

In addition to the information set forth in this report, you should consider the risk factors disclosed in our 2019 Form 10-K, as updated in our Q1 2020 Form 10-Q.

Furthermore, the impact of COVID-19 also may exacerbate other risks discussed in our 2019 Form 10-K and Q1 2020 Form 10-Q, any one of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Risk Factors” in our Q1 2020 Form 10-Q and Q2 2020 Form 10-Q.

In addition to the information set forth in this report, you should consider the risk factors disclosed in our 2019 Form 10-K, as updated in our Q1 2020 Form 10-Q and Q2 2020 Form 10-Q.

Furthermore, the impact of COVID-19 also may exacerbate other risks discussed in our 2019 Form 10-K, Q1 2020 Form 10-Q and Q2 Form 10-Q, any one of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The situation is changing rapidly, and additional impacts may arise of which we are not currently aware.

Political and regulatory developments in Chile may materially adversely affect us .

On May 29, 2018, a new Higher Education Law (the “New Law”) was enacted.

Among other things, the New Law prohibits conflicts of interests and related party transactions involving universities and their controlling parties, with certain exceptions, including the provision of services that are educational in nature or essential for the university’s purposes.

While we have modified some of our relationships with the Chilean universities in our network, and may need to make further modifications, we do not believe that the New Law will change our relationship with our two technical-vocational institutes in Chile that are for-profit entities.

However, it is possible that the Chilean government will adopt additional laws that affect for-profit technical-vocational institutes and their relationships with their owners.

The New Law established a Superintendency of Higher Education, with authority to regulate institutions of higher education and promulgate regulations and procedures implementing the New Law.

As of May 29, 2019, the New Law’s provisions regarding related party transactions came into force, and the Superintendent has since issued further interpretive guidance and regulations.

Immediately prior to these provisions coming into force, each of the Chilean non-profit universities and the

relevant Laureate services provider reached an agreement to terminate the prior network services agreement in favor of an open bidding process, wherein unrelated third parties and Laureate-related providers were invited to compete in the provision of the range of services that are essential to the fulfillment of each of their academic missions.

Each of the Chilean non-profit universities has completed all of the bidding and contractual processes subsequent to the May 2019 contract terminations.

The Company participated in these open bid processes, conducted by a third party, and was judged to have submitted the superior bid in many of them.

Awarded contracts entered into force once the applicable university’s board approved them or in January 2020, in the case of some of the educational services, due to the academic calendar.

Within the ordinary regulatory course of supervision, the Company and its Chilean non-profit universities will continue to interact with the Superintendent to maintain compliance with the New Law.

Additionally, we will continue to evaluate our accounting treatment of the Chilean non-profit universities to determine whether we can continue to consolidate them.

Our continuing evaluation of the impact of the New Law may result in changes to our expectations due to changes in our interpretations of the law, assumptions used, and additional guidance that may be issued.

There is no assurance that the New Law will not have additional material adverse effects on our financial condition or results of operations.

In October 2020, Chileans are scheduled to vote on whether Chile should create a new constitution and, if so, whether it should be drafted by a popularly elected assembly or one mixed with current lawmakers.

According to the current timetable, a new constitution could become effective as early as the summer of 2022.

It is possible that a new constitution could include provisions that would have a material adverse effect on our financial condition or results of operations.

It is also possible that, as proposed reforms are considered, even the existence of the debate and accompanying uncertainty could have a similar effect.

The Company will continue to monitor developments in the constitutional process.

While we believe that all of our institutions in Chile are operating in full compliance with Chilean law, we cannot predict the extent or outcome of any additional educational or constitutional reforms that may be implemented in Chile.

Depending upon how these reforms are defined and implemented, there could be a material adverse effect on our financial condition and results of operations.

Any additional significant disruption to our operations in Chile would have a material adverse effect on our financial condition and results of operations.

Similar reforms in other countries in which we operate could also have a material adverse effect on our financial condition and results of operations.

(a) Exhibits filed with this report or, where indicated, previously filed and incorporated by reference:

23 unchanged sentences

10-K 001-38002 2.8 02/27/2020

2.9*# Sale and Purchase Agreement, dated July 29, 2020, by and among LEI AMEA Investments B.V., Laureate Education, Inc., SEI Newco Inc.

and Strategic Education, Inc.

2.10*# Master Agreement, dated September 10, 2020, by and among Laureate International B.V., Laureate I, B.V., Servicios Regionales Universitarios LE, S.C.

and Fundación Educación y Cultura

2.11*# Membership Interest Purchase Agreement, dated September 11, 2020, by and between Laureate Education, Inc.

and Adtalem Global Education Inc.

2.12*# Transaction Agreement, dated September 11, 2020, by and among Laureate Education, Inc., Rede Internacional de Universidades Laureate Ltda., Ser Educacional S.A.

and, solely for the purposes of certain provisions thereof, José Janguiê Bezerra Diniz and certain of his family members

3.1 Amended and Restated Certificate of Incorporation

142 unchanged sentences

10.56† 2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors for 2020

10-Q 001-38002 10.56 08/06/2020

10.57* First Amendment to Third Amended and Restated Credit Agreement, dated as of July 20, 2020, by Laureate Education, Inc.

and Citibank, N.A., as administrative agent

10.58*† Form of Named Executive Officer Temporary Salary Reduction Letter Amendment

31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

21 unchanged sentences

Executive Vice President and Chief Financial Officer

August 6, 2020

November 5, 2020

/s/ TAL DARMON

1 unchanged sentence

and Global Corporate Controller

August 6, 2020

November 5, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors