Item 1A. Risk Factors
Item 1A. Risk Factors
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 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.
Item 6. Exhibits
(a) Exhibits filed with this report or, where indicated, previously filed and incorporated by reference:
Exhibit
No.
Exhibit Description Form File Number Exhibit
Number
Filing Date
2.1# Amended and Restated Sale and Purchase Agreement, dated as of November 22, 2017 and amended and restated on January 11, 2018, by and among LEI European Investments B.V., Laureate International B.V. and Galileo Global Education Luxco S.À R.L.
10-K 001-38002 2.7 03/20/2018
2.2# Sale and Purchase Agreement, dated April 12, 2018, among LEI European Investments B.V., Laureate International B.V. and Global University Systems Germany B.V.
8-K 001-38002
2.1 04/18/2018
2.3# Asset Purchase Agreement, dated January 15, 2018, among Kendall College, LLC, The Dining Room at Kendall NFP, National Louis University and Laureate Education, Inc.
8-K 001-38002 2.1 08/07/2018
2.4# Membership Interest Purchase Agreement, dated April 24, 2018, by and among Laureate Education, Inc., Exeter Street Holdings, LLC, University of St. Augustine for Health Sciences, LLC and University of St. Augustine Acquisition Corp.
10-Q 001-38002 2.4 08/09/2018
2.5# Sale and Purchase Agreement, dated December 12, 2018, by and among Iniciativas Culturales de España S.L., Laureate I B.V. and Samarinda Investments, S.L.
10-K 001-38002 2.5 02/28/2019
2.6# Share Purchase Agreement relating to the sale and purchase of equity shares of Pearl Retail Solutions Private Limited, M-Power Energy India Private Limited and Data Ram Sons Private Limited
8-K 001-38002 2.1 05/13/2019
66
2.7# Share Purchase Agreement relating to all the shares in the capital of Education Turkey B.V.
8-K 001-38002 2.1 08/29/2019
2.8# Equity Purchase Agreement, dated January 10, 2020, by and among SP Costa Rica Holdings, LLC, Laureate International B.V. and Laureate Education, Inc.
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
S-1/A 333-207243 3.1 01/31/2017
3.2 Amended and Restated Bylaws
S-1/A 333-207243 3.2 01/31/2017
3.3 Certificate of Retirement of Convertible Redeemable Preferred Stock, Series A
8-K 001-38002 3.1 07/20/2018
4.1 Description of Capital Stock of Laureate Education, Inc.
10-K 001-38002 4.1 02/27/2020
4.2 Indenture, dated as of April 26, 2017, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the 8.250% Senior Notes due 2025
8-K 001-38002 4.3 04/27/2017
4.3 Form of 8.250% Senior Note due 2025 (included as Exhibit A to Exhibit 4.3)
8-K 001-38002 4.3 04/27/2017
10.1† 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries
S-1/A 333-207243 10.31 11/20/2015
10.2† 2007 Stock Incentive Plan Form of Stock Option Agreement, as amended on August 31, 2010
S-1/A 333-207243 10.32 11/20/2015
10.3† 2013 Long-Term Incentive Plan Form of Stock Option Agreement effective as of September 11, 2013
S-1/A 333-207243 10.34 11/20/2015
10.4† Laureate Education, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2009
S-1/A 333-207243 10.35 11/20/2015
10.5† Form of Management Stockholder’s Agreement for equityholders
S-1/A 333-207243 10.36 11/20/2015
10.6† Employment Offer Letter, dated July 21, 2008, between Laureate Education, Inc. and Eilif Serck-Hanssen
S-1/A 333-207243 10.40 11/20/2015
10.7† Amendment to Employment Offer Letter, dated December 9, 2010, between Laureate Education, Inc. and Eilif Serck-Hanssen
S-1/A 333-207243 10.41 11/20/2015
10.8† Form of Time-Based Restricted Stock Units Agreement, for grants from and after September 11, 2013
S-1/A 333-207243 10.43 11/20/2015
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Exhibit
No.
Exhibit Description Form File Number Exhibit
Number
Filing Date
10.9 Master Service and Confidentiality Agreement, dated April 28, 2014, by and between Laureate Education, Inc. and Accenture LLP
S-1/A 333-207243 10.45 11/20/2015
10.10‡ System Wide Master Agreement, dated April 10, 2015, between Blackboard Inc. and Laureate Education, Inc.
S-1/A 333-207243 10.46 11/20/2015
10.11† Form of Stockholders’ Agreement for Entity-Appointed Directors
S-1/A 333-207243 10.47 11/20/2015
10.12† Form of Stockholders’ Agreement for Individual Directors
S-1/A 333-207243 10.48 11/20/2015
10.13† Executive Retention Agreement, dated February 25, 2016, by and between Ricardo Berckemeyer and Laureate Education, Inc., effective as of September 1, 2015
S-1/A 333-207243 10.54 05/20/2016
10.14† 2013 Long-Term Incentive Plan Form of Stock Option Agreement for 2016 for Named Executive Officers
S-1/A 333-207243 10.57 05/20/2016
10.15† 2013 Long-Term Incentive Plan Form of Stock Option Agreement for 2016
S-1/A 333-207243 10.58 05/20/2016
10.16† 2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for 2016 for Named Executive Officers
S-1/A 333-207243 10.59 05/20/2016
10.17† 2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for 2016
S-1/A 333-207243 10.60 05/20/2016
10.18 Subscription Agreement, dated as of December 4, 2016, by and among Laureate Education, Inc., Macquarie Sierra Investment Holdings Inc., and each of the other Persons listed on Schedule A and Schedule B thereto.
S-1/A 333-207243 10.63 12/15/2016
10.19 Registration Rights Agreement by and among Laureate Education, Inc., each of the Investors set forth on Schedule A thereto, Douglas L. Becker and Wengen Alberta, Limited Partnership
10-K 001-38002
10.29 03/20/2018
10.20 Investors’ Stockholders Agreement by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and the Investors set forth on Schedule A thereto
10-K 001-38002
10.30 03/20/2018
10.21† Form of Cash Long-Term Incentive Plan Agreement
S-1/A 333-207243 10.73 01/10/2017
10.22 Amended and Restated Securityholders Agreement by and among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto
8-K 001-38002 10.1 02/06/2017
10.23 Amended and Restated Registration Rights Agreement by and among Wengen Alberta, Limited Partnership, Wengen Investments Limited, Laureate Education, Inc. and the other parties thereto
8-K 001-38002 10.2 02/06/2017
10.24† Amendment to the 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries
10-K 001-38002 10.76 03/29/2017
10.25 Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as guarantors, in favor of Citibank, N.A., as collateral agent
10-Q 001-38002 10.83 05/11/2017
10.26 Amended and Restated Pledge Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as pledgors, and Citibank, N.A., as collateral agent
10-Q 001-38002 10.84 05/11/2017
10.27 Amended and Restated Security Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as grantors, and Citibank, N.A., as collateral agent
10-Q 001-38002 10.85 05/11/2017
10.28 Second Amended and Restated Collateral Agreement, dated as of April 26, 2017, between Walden University, LLC, certain other domestic subsidiaries of Laureate Education, Inc. from time to time, and Citibank, N.A., as collateral agent
10-Q 001-38002 10.86 05/11/2017
68
Exhibit
No.
Exhibit Description Form File Number Exhibit
Number
Filing Date
10.29† Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan
8-K 001-38002 10.1 06/20/2017
10.30† Amended and Restated 2013 Long-Term Incentive Plan Form of Annual Performance Share Units Notice and Agreement for 2017
10-Q 001-38002 10.51 08/08/2017
10.31† Amended and Restated 2013 Long-Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017
10-Q 001-38002 10.52 08/08/2017
10.32† Amended and Restated 2013 Long-Term Incentive Plan Form of Time-based Stock Option Agreement for 2017
10-Q 001-38002 10.53 08/08/2017
10.33† Amended and Restated 2013 Long-Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017
10-Q 001-38002 10.54 08/08/2017
10.34† Amended and Restated 2013 Long-Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2017
10-Q 001-38002 10.55 08/08/2017
10.35† Amended and Restated 2013 Long-Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017 for Certain Executives
10-Q 001-38002 10.56 08/08/2017
10.36† Amended and Restated 2013 Long-Term Incentive Plan Form of Time-based Stock Option Agreement for 2017 for Certain Executives
10-Q 001-38002 10.57 08/08/2017
10.37† Amended and Restated 2013 Long-Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017 for Certain Executives
10-Q 001-38002 10.58 08/08/2017
10.38† Form of 2017-2018 Laureate Executive Cash Long-Term Bonus Plan for Certain Executives
10-Q 001-38002 10.59 08/08/2017
10.39† Employment Offer Letter, dated August 15, 2017, between Laureate Education, Inc. and Victoria Silbey
10-Q 001-38002 10.61 11/08/2017
10.40† Form of Stock Option Agreement with exercise price of $18.36 for certain executives
10-Q 001-38002 10.64 11/08/2017
10.41† Form of Stock Option Agreement with exercise price of $21.00 for certain executives
10-Q 001-38002 10.65 11/08/2017
10.42† Employment Offer Letter, dated November 6, 2017, between Laureate Education, Inc. and Jean-Jacques Charhon
10-K 001-38002 10.67 03/20/2018
10.43† Transitional Employment Agreement, effective as of November 9, 2017, between Paula Singer and Laureate Education, Inc.
10-K 001-38002 10.68 03/20/2018
10.44 Stock Option Agreement, dated as of January 2, 2018, between Jean-Jacques Charhon and Laureate Education, Inc.
10-Q 001-38002 10.71 05/09/2018
10.45† Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc.
10-Q 001-38002 10.72 08/09/2018
10.48† Form of 2019 Annual Incentive Plan
10-Q 001-38002 10.62 08/08/2019
10.49† Form of Director Indemnity Agreement
10-Q 001-38002 10.64 08/08/2019
10.50† Separation Agreement, dated July 14, 2019, between Ricardo Berckemeyer and Laureate Education, Inc., effective as of July 15, 2019
10-Q 001-38002 10.65 08/08/2019
10.51† Separation Agreement and General Release, dated July 25, 2019, between Jose Roberto Loureiro and Laureate Education, Inc., effective as of July 29, 2019
10-Q 001-38002 10.66 08/08/2019
10.52# Third Amended and Restated Credit Agreement, dated as of October 7, 2019, among Laureate Education, Inc., the lending institutions from time to time parties thereto, and Citibank, N.A., as administrative agent and collateral agent
8-K 001-38002 10.1 10/11/2019
69
Exhibit
No.
Exhibit Description Form File Number Exhibit
Number
Filing Date
10.53†◊ Form of Retention Letter for Certain Corporate Executives
10-Q 001-38002 10.53 05/07/2020
10.54† Form of Retention/Transaction Bonus Letter for Certain Regional Executives
10-Q 001-38002 10.54 05/07/2020
10.55† Form of Named Executive Officer Temporary Salary Reduction Letter
10-Q 001-38002 10.55 05/07/2020
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
31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32* Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Ex. 101.INS* XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document
Ex. 101.SCH* XBRL Taxonomy Extension Schema Document
Ex. 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
Ex. 101.LAB* XBRL Taxonomy Extension Label Linkbase Document
Ex. 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
Ex. 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Filed herewith.
# Laureate Education, Inc. hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request.
† Indicates a management contract or compensatory plan or arrangement.
‡ Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the U.S. Securities and Exchange Commission.
◊ Certain identified information has been omitted from this exhibit because it is both (1) not material, and (2) would be competitively harmful if publicly disclosed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
/s/ JEAN-JACQUES CHARHON
Jean-Jacques Charhon
Executive Vice President and Chief Financial Officer
Date: November 5, 2020
/s/ TAL DARMON
Tal Darmon
Chief Accounting Officer, Senior Vice President
and Global Corporate Controller
Date: November 5, 2020
71