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Market Information
−Removed: Our Class A common stock is traded on the Nasdaq under the symbol “LAUR.” There is currently no established public trading market for our Class B common stock.
+Added: Our common stock is traded on the Nasdaq under the symbol “LAUR.”
+Added: Effective October 29, 2021, each share of the Company's Class A common stock and each share of the Company's Class B common stock automatically converted into one share of common stock of the Company.
+Added: Following the conversion, the Company has only one class of common stock outstanding.
Holders of Record
−Removed: There were 28 holders of record of our Class A common stock and 185 holders of record of our Class B common stock as of February 12, 2021.
−Removed: The number of beneficial owners of our Class A common stock is substantially greater than the number of record holders because substantially all of our Class A common stock is held in “street name” by banks and brokers.
+Added: There were 111 holders of record of our common stock as of January 31, 2022.
+Added: The number of beneficial owners of our common stock is substantially greater than the number of record holders because substantially all of our common stock is held in “street name” by banks and brokers.
Dividend Policy
−Removed: We currently do not anticipate paying any ordinary cash dividends on our Class A common stock or Class B common stock in the foreseeable future.
−Removed: We expect to retain our future earnings, if any, for use in the operation of our business.
−Removed: The terms of our senior secured credit agreement governing our Revolving Credit Facility and the indenture governing our outstanding Senior Notes due 2025 limit our ability to pay cash dividends in certain circumstances.
−Removed: Furthermore, if we are in default under the senior secured credit agreement governing our Revolving Credit Facility or the indenture governing our outstanding Senior Notes due 2025, our ability to pay cash dividends will be limited in the absence of a waiver of that default or an amendment to such agreement or such indenture.
−Removed: In addition, our ability to pay cash dividends on shares of our Class A common stock may be limited by restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries.
−Removed: For more information on our senior secured credit agreement governing our Revolving Credit Facility and the indenture governing our outstanding Senior Notes due 2025, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 9, Debt, in our consolidated financial statements.
+Added: We currently do not anticipate paying any ordinary cash dividends on our common stock in the foreseeable future;
+Added: however as occurred in October and December 2021, the Company may consider extraordinary dividend(s) as part of an overall strategy to return capital to shareholders.
+Added: Notwithstanding any such actions, we expect to retain our future earnings, if any, for use in the operation of our business.
+Added: The terms of our Credit Agreement limit our ability to pay cash dividends in certain circumstances.
+Added: Furthermore, if we are in default under our Credit Agreement, our ability to pay cash dividends will be limited in the absence of a waiver of that default or an amendment to such agreement.
+Added: In addition, our ability to pay cash dividends on shares of our common stock may be limited by restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries.
+Added: For more information on our Credit Agreement, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 8, Debt, in our consolidated financial statements included elsewhere in this Form 10-K.
Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our Board of Directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our Board of Directors.
Stock Performance Graph
−Removed: The following graph compares the cumulative total return of our Class A common stock, an industry peer group index, and the Nasdaq Composite Index from February 1, 2017 (the first day on which our Class A common stock traded on the Nasdaq Global Select Market) through December 31, 2020.
+Added: The following graph compares the cumulative total return of our common stock, an industry peer group index, and the Nasdaq Composite Index from February 1, 2017 (the first day on which our common stock traded on the Nasdaq Global Select Market) through December 31, 2021.
We believe that our industry peer group represents the majority of the market value of publicly traded companies whose primary business is post-secondary education.
The returns set forth on the following graph are based on historical results and are not intended to suggest future performance.
−Removed: The performance graph assumes $100 investment on February 1, 2017 in either our Class A common stock, the companies in our industry peer group, or the Nasdaq Composite Index.
+Added: The performance graph assumes $100 investment on February 1, 2017 in either our common stock, the companies in our industry peer group, or the Nasdaq Composite Index.
Data for the Nasdaq Composite Index and our peer group assume reinvestment of dividends.
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(COGN3) and YDUQS (YDUQ3).
−Removed: The information contained in the performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into such filing.
+Added: In connection with the adoption of a plan of partial liquidation providing for the distribution of the net proceeds from the sale of Walden e-Learning LLC, on October 29, 2021, the Company paid a special cash distribution of $7.01 per share of the Company’s common stock, and, on December 28, 2021, the Company paid a special cash distribution of $0.58 per share of the Company’s common stock.
+Added: Accordingly, the performance graph below adjusts for these distributions.
+Added: The information contained in the performance graphs shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into such filing.
Recent Sales of Unregistered Securities
Issuer Purchases of Equity Securities (in thousands, except per share amounts)
−Removed: The following table provides a summary of the Company’s purchases of its Class A common stock during the fourth quarter of the fiscal year ended December 31, 2020 pursuant to the Company’s authorized stock repurchase program:
−Removed: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares yet to be purchased under the plans or programs (1)
+Added: The following table provides a summary of the Company’s purchases of its common stock during the fourth quarter of the fiscal year ended December 31, 2021 pursuant to the Company’s authorized stock repurchase program:
+Added: Period Total number of shares purchased Average price paid per share (1)
+Added: Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares yet to be purchased under the plans or programs (2)
10/1/21 - 10/31/21 305 $ 16.84 305 $ 165,860
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Total 1,118 $ 12.74 1,118 $ 156,747
−Removed: (1) On November 5, 2020, the Company announced that its board of directors had authorized a stock repurchase program to acquire up to $300,000 of the Company’s Class A common stock.
+Added: (1) In the fourth quarter of 2021, the Company paid two special cash distributions of $7.01 and $0.58 per share of common stock, resulting in corresponding adjustments to the price of the Company’s common stock.
+Added: (2) On November 5, 2020, the Company announced that its Board of Directors had authorized a stock repurchase program to acquire up to $300,000 of the Company’s common stock.
+Added: On April 30, 2021 and December 14, 2021, the Company’s Board of Directors approved increases in the authorization to repurchase shares of the Company’s common stock by $200,000 and $100,000, respectively, for a total repurchase authorization of up to $600,000.
+Added: The authorizations do not have a stated expiration date.
See further description of the stock repurchase program in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
−Removed: Selected Financial Data
−Removed: The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No.
−Removed: 33-10890, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information.
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.