What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 137 added, 94 removed, 172 unchanged (57% of the section changed)

4 unchanged sentences

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on the Company’s internal control over financial reporting as of December 31, 2020 is included in Part II, Item 8 “Financial Statements.” The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Their report appears in Part II, Item 8 “Financial Statements.”

Changes in Internal Control Over Financial Reporting

7 unchanged sentences

There are no family relationships among any of our executive officers.

Eilif Serck-Hanssen

Director, President and Chief Executive Officer

Marcelo Barbalho Cardoso

Chief Executive Officer, Brazil

Jean-Jacques Charhon

Executive Vice President and Chief Financial Officer

Chief Human Resources Officer

Juan José Hurtado

President and Chief Executive Officer, Laureate Mexico & Central America, and Senior Vice President, Global Operations & Learning and Innovation

Senior Vice President, Secretary, Chief Legal Officer and Chief Ethics & Compliance Officer

Chief Executive Officer, Walden and Laureate Online Partners

Name Age Position

Eilif Serck-Hanssen 55 Director, President and Chief Executive Officer

Jean-Jacques Charhon 55 Executive Vice President and Chief Financial Officer

Grace 57 Chief Human Resources Officer

Sinkfield III 51 Chief Legal Officer and Chief Ethics & Compliance Officer

Eilif Serck-Hanssen has served as our Chief Executive Officer since January 2018 and became our President in July 2019.

19 unchanged sentences

from the University of Chicago Booth School of Business.

Marcelo Barbalho Cardoso serves as our Chief Executive Officer (CEO) of Laureate Brazil.

Cardoso manages strategy and operations in Brazil and works with the executive team to carry out long-term projects and goals.

Cardoso has been with Laureate since 2011, holding several leadership positions across our Brazil operations, starting as VP, Business Development and M&A, to his most recent role as Chief Transformation Officer.

Previous to Laureate, Mr.

Cardoso served as Latin America Vice President, Business Ops & CFO for Dell EMC Computer Systems and held senior leadership positions at Johnson Controls.

Cardoso earned an undergraduate degree in chemical engineering from Universidade Estadual de Campinas (Brazil) and an MBA in management from the University of Michigan.

Jean-Jacques Charhon was appointed Executive Vice President and Chief Financial Officer effective January 1, 2018.

16 unchanged sentences

from West Virginia University.

Juan José Hurtado has served as our Senior Vice President with responsibility for Global Operations and Learning and Innovation since February 2018 and became our President and Chief Executive Officer of Laureate Mexico & Central America in January 2020.

Hurtado was Laureate’s CEO for Central America from 2014 to 2017 and served as Vice President for Human Resources for the Latin America Region from 2012 to 2014.

He was Vice President for Human Resources and Corporate Affairs at Unilever in Mexico, the Caribbean, and Central America from 2003 to 2012.

Hurtado earned a bachelor’s degree in industrial engineering from Lima University (Peru) and an M.B.A.

from IESE (University of Navarra) in Barcelona, Spain.

Silbey has served as our Senior Vice President, Secretary and Chief Legal Officer since September 2017 and became our Chief Ethics & Compliance Officer in November 2019.

Prior to joining the Company, Ms.

Silbey spent nearly 20 years at SunGard Data Systems Inc., a global software and services company, where she was the Chief Legal Officer and Senior Vice President.

Previously, she was an attorney with Morgan, Lewis & Bockius LLP.

Silbey earned a B.A.

from Cornell University and a Master of Philosophy degree from Oxford University.

Paula Singer joined Laureate in 1993.

Singer has served as CEO of Walden and Laureate Online Partners since January 2018.

She served as Chief of Learning and Innovation from July 2017 to January 2018 and served as Chief Network Officer from January 2015 until July 2017.

From 2011 to December 2015, she served as Chief Executive Officer of Global Products and Services.

From July 2001 to January 2011, Ms.

Singer served as President of the Laureate Higher Education Group.

Singer earned a B.S.

in education from the University of Connecticut.

Sinkfield III has served as our Chief Legal Officer and Chief Ethics & Compliance Officer since June 2020.

Sinkfield previously served as Laureate’s Senior Vice President and Assistant General Counsel, Latin America.

He has been with Laureate since 2004, and during this time has overseen the work of corporate and university counsel across eight countries, including serving as Regional General Counsel for Brazil for five years.

Prior to joining Laureate, Mr.

Sinkfield practiced law at several top U.S.

law firms, including the Washington D.C.

offices of Sidley Austin LLP and Akin Gump Strauss Hauer & Feld LLP.

He also has taught as an adjunct professor at the George Washington University Law School and has served on

multiple non-profit boards in the United States and across Latin America.

Sinkfield earned a B.S.F.S.

from Georgetown University and a J.D.

from Harvard Law School.

During the past ten years, none of Laureate or its executive officers has (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

4 unchanged sentences

With the exception of Mr.

Cardoso, who holds Brazilian citizenship, Mr.

Charhon, who holds French citizenship and is a permanent resident of the United States, and Mr.

Hurtado, who holds Mexican citizenship, all of the executive officers listed above are U.S.

Charhon, who holds French citizenship and is a permanent resident of the United States, all of the executive officers listed above are U.S.

Executive Compensation

11 unchanged sentences

(b) The following exhibits are filed as part of this Annual Report or, where indicated, were filed and are incorporated by reference:

Exhibit Description

Exhibit Description Form File Number Exhibit

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.

1 unchanged sentence

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

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.

10-Q 001-38002 2.9 11/05/2020

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

10-Q 001-38002 2.10 11/05/2020

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

and Adtalem Global Education Inc.

10-Q 001-38002 2.11 11/05/2020

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

10-Q 001-38002 2.12 11/05/2020

2.13*# Settlement, Release and Discharge Agreement, dated as of October 29, 2020, by and among Laureate Education, Inc., Rede Internacional de Universidades Laureate Ltda., Ser Educacional S.A., José Janguiê Bezerra Diniz and certain of his family members

Exhibit Description Form File Number Exhibit

2.14*# Transaction Agreement, dated October 30, 2020, by and among Laureate Education, Inc., Laureate Netherlands Holding B.V., ICE Inversiones Brazil, SL, Rede Internacional de Universidades Laureate Ltda., Ânima Holding S.A., VC Network Educação S.A., and, solely for the purposes of certain provisions thereof, the controlling shareholders of Ânima Holding S.A.

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

Exhibit Description

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

Form of Time‑Based Restricted Stock Units Agreement, for grants from and after September 11, 2013

Master Service and Confidentiality Agreement, dated April 28, 2014, by and between Laureate Education, Inc.

and Accenture LLP

System Wide Master Agreement, dated April 10, 2015, between Blackboard Inc.

and Laureate Education, Inc.

S-1/A 333-207243 10.41 11/20/2015

10.8† Form of Stockholders’ Agreement for Entity‑Appointed Directors

S-1/A 333-207243 10.47 11/20/2015

10.9† Form of Stockholders’ Agreement for Individual Directors

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 10.48 11/20/2015

10.10† 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

10.11† 2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016

2013 Long‑Term Incentive Plan Form of Restricted Stock Units Agreement for 2016 for Named Executive Officers

2013 Long‑Term Incentive Plan Form of Restricted Stock Units Agreement for 2016

S-1/A 333-207243 10.58 05/20/2016

10.12 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

10.13 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

10.14 Investors’ Stockholders Agreement by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and the Investors set forth on Schedule A thereto

Form of Cash Long‑Term Incentive Plan Agreement

10-K 001-38002

10.30 03/20/2018

10.15 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

10.16 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

10.17† 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

Exhibit Description Form File Number Exhibit

10.18 Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc.

1 unchanged sentence

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

10.19 Amended and Restated Pledge Agreement, dated as of April 26, 2017, among Laureate Education, Inc.

1 unchanged sentence

party thereto from time to time, as pledgors, and Citibank, N.A., as collateral agent

Exhibit Description

10-Q 001-38002 10.84 05/11/2017

10.20 Amended and Restated Security Agreement, dated as of April 26, 2017, among Laureate Education, Inc.

1 unchanged sentence

party thereto from time to time, as grantors, and Citibank, N.A., as collateral agent

10-Q 001-38002 10.85 05/11/2017

10.21 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

10.22† Laureate Education, Inc.

Amended and Restated 2013 Long-Term Incentive Plan

8-K 001-38002 10.1 06/20/2017

10.23† 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

10.24† 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

10.25† 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

10.26† 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

10.27† 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

10.28† 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

10.29† 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

10.30† Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017 for Certain Executives

Form of 2017-2018 Laureate Executive Cash Long-Term Bonus Plan for Certain Executives

10-Q 001-38002 10.58 08/08/2017

10.31† Employment Offer Letter, dated August 15, 2017, between Laureate Education, Inc.

and Victoria Silbey

Form of Stock Option Agreement with exercise price of $18.36 for certain executives

10-Q 001-38002 10.61 11/08/2017

10.32† Form of Stock Option Agreement with exercise price of $21.00 for certain executives

10-Q 001-38002 10.65 11/08/2017

10.33† Employment Offer Letter, dated November 6, 2017, between Laureate Education, Inc.

and Jean-Jacques Charhon

10-K 001-38002 10.67 03/20/2018

10.34† Transitional Employment Agreement, effective as of November 9, 2017, between Paula Singer and Laureate Education, Inc.

Stock Option Agreement, dated as of January 2, 2018, between Jean-Jacques Charhon and Laureate Education, Inc.

10-K 001-38002 10.68 03/20/2018

10.35† Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc.

Amended and Restated International Letter of Assignment, dated July 12, 2017, between Neel Broker and Laureate Education, Inc.

Addendum, dated December 18, 2018, to the Amended and Restated International Letter of Assignment between Neel Broker and Laureate Education, Inc.

10-Q 001-38002 10.72 08/09/2018

10.36† Form of 2019 Annual Incentive Plan

Exhibit Description

10-Q 001-38002 10.62 08/08/2019

10.37† Form of Director Indemnity Agreement

Separation Agreement, dated July 14, 2019, between Ricardo Berckemeyer and Laureate Education, Inc., effective as of July 15, 2019

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 10.64 08/08/2019

10.38# 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

Exhibit Description Form File Number Exhibit

10.39†◊ Form of Retention Letter for Certain Corporate Executives

10-Q 001-38002 10.53 05/07/2020

10.40† Form of Retention/Transaction Bonus Letter for Certain Regional Executives

10-Q 001-38002 10.54 05/07/2020

10.41† Form of Named Executive Officer Temporary Salary Reduction Letter

10-Q 001-38002 10.55 05/07/2020

10.42† 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

10.43 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-Q 001-38002 10.57 11/05/2020

10.44† Form of Named Executive Officer Temporary Salary Reduction Letter Amendment

10-Q 001-38002 10.58 11/05/2020

10.45*† Employment Offer Letter, dated July 8, 2020, between Laureate Education, Inc.

and Richard H.

Sinkfield III

10.46*†◊ Retention Letter, dated April 5, 2020, between Laureate Education, Inc.

and Richard H.

21.1* List of Subsidiaries of the Registrant

3 unchanged sentences

32* Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

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Inline XBRL Taxonomy Extension Schema Document

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Inline XBRL Taxonomy Extension Definition Linkbase Document

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

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

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101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

4 unchanged sentences

† 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.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.

Form 10-K Summary

5 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ EILIF SERCK-HANSSEN

President, Chief Executive Officer and Director

February 27, 2020

Eilif Serck-Hanssen

(Principal Executive Officer)

/s/ JEAN-JACQUES CHARHON

Executive Vice President and Chief Financial Officer

February 27, 2020

Jean-Jacques Charhon

(Principal Financial Officer)

/s/ TAL DARMON

Chief Accounting Officer, Senior Vice President and Global Corporate Controller (Principal Accounting Officer)

February 27, 2020

Name Title Date

/s/ EILIF SERCK-HANSSEN President, Chief Executive Officer and Director February 25, 2021

Eilif Serck-Hanssen (Principal Executive Officer)

/s/ JEAN-JACQUES CHARHON Executive Vice President and Chief Financial Officer February 25, 2021

Jean-Jacques Charhon (Principal Financial Officer)

/s/ TAL DARMON Chief Accounting Officer, Senior Vice President and Global Corporate Controller (Principal Accounting Officer) February 25, 2021

/s/ KENNETH W.

Chairman of the Board

February 27, 2020

Chairman of the Board February 25, 2021

CARROLL Director February 25, 2021

/s/ ANDREW B.

February 27, 2020

COHEN Director February 25, 2021

/s/ WILLIAM L.

February 27, 2020

/s/ PEDRO DEL CORRO

February 27, 2020

CORNOG Director February 25, 2021

/s/ PEDRO DEL CORRO Director February 25, 2021

Pedro del Corro

/s/ MICHAEL J.

February 27, 2020

/s/ GEORGE MUÑOZ

February 27, 2020

DURHAM Director February 25, 2021

/s/ GEORGE MUÑOZ Director February 25, 2021

JUDITH RODIN Director February 25, 2021

SNOW Director February 25, 2021

/s/ STEVEN M.

February 27, 2020

TASLITZ Director February 25, 2021

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-K

Item 9A. Controls and Procedures