Laureate Education Announces Commencement of Asset Sale Offer to Purchase Up to $650 Million of Senior Notes and Results of Previous Asset Sale Offer
BALTIMORE – November 12, 2020 (GLOBE NEWSWIRE) Laureate Education, Inc. (NASDAQ: LAUR) (the “Company”) today announced that it is commencing a cash tender offer (the “Asset Sale Offer”) to purchase up to $650 million aggregate principal amount (the “Offer Amount”) of its 8.250% Senior Notes due 2025 (the “Notes”), at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the purchase date.
The Asset Sale Offer is being made pursuant to the indenture governing the Notes (the “Indenture”) as a result of the Company’s sale of its operations in Australia and New Zealand. Those sales constituted “Asset Sales” under the Indenture. The source of funds is cash on hand from the proceeds of the Asset Sales.
The Asset Sale Offer will expire at 11:59 p.m., New York City time, on December 10, 2020, unless extended by the Company, in its sole discretion (the “Expiration Time”). If the aggregate principal amount of Notes validly tendered (and not validly withdrawn) in the Asset Sale Offer exceeds the Offer Amount, only the Offer Amount will be accepted for purchase, and the Notes will be purchased on a pro rata basis (with such adjustments as may be needed so that only Notes in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof will be so purchased). Tenders of the Notes must be made on or prior to the Expiration Time and may be validly withdrawn at any time on or prior to the Expiration Time.
In the event that the aggregate principal amount of tendered and accepted Notes is less than the Offer Amount, any amount less than the Offer Amount not used for the purchase of Notes pursuant to the Asset Sale Offer will be available for use in any manner permitted under the Indenture.
The Asset Sale Offer is being made pursuant to an Offer to Purchase, dated November 12, 2020, and related documents (collectively, the “Offer Documents”), which set forth the complete terms and conditions of the Asset Sale Offer. The Asset Sale Offer is made only by and pursuant to the terms set forth in the Offer Documents, and the information in this press release is qualified by reference to those documents. Subject to applicable law, the Company may amend, extend or terminate the Asset Sale Offer.
In addition, the Company today announced the results of its previously announced cash tender offer to purchase up to $300 million aggregate principal amount of the Notes (the “Previous Asset Sale Offer”). According to information provided by Global Bondholder Services Corporation, the Information Agent, as of the expiration of the Previous Asset Sale Offer, $775,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn in the Previous Asset Sale Offer. As the aggregate principal amount of the Notes validly tendered and not validly withdrawn does not exceed $300 million, all validly tendered Notes that were not validly withdrawn have been accepted.
Payment for the validly tendered and not validly withdrawn Notes will be made at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but not including, the date of purchase (the “Purchase Date”). The Company expects the Purchase Date to be November 16, 2020. The aggregate purchase price, inclusive of accrued and unpaid interest, payable on the Purchase Date for the validly tendered and not validly withdrawn Notes will be $777,664.06.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Asset Sale Offer does not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws.
The Asset Sale Offer is being made only pursuant to the Offer Documents that the Company will distribute to its Noteholders, and Noteholders should read carefully the offer documents because they contain important information, including the various terms of, and conditions to, the Asset Sale Offer. Noteholders are urged to carefully read these materials prior to making any decision with respect to the Asset Sale Offer.
About Laureate Education, Inc.
At Laureate Education, Inc., we understand the transformative power of education. For more than 20 years, we have remained committed to making a positive impact in the communities we serve, by providing accessible, high-quality undergraduate, graduate and specialized degree programs. We know that when our students succeed, countries prosper and societies benefit. Our longstanding commitment to operating with purpose is evidenced by our status as one of the world’s largest Certified B Corporations® and being the first Public Benefit Corporation publicly listed on any stock exchange in the world.
This press release includes certain disclosures that contain “forward-looking statements” within the meaning of the U.S. federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they often contain words such as “subject to,” “expect” or similar expressions that concern the Asset Sale Offer or the Company’s strategy, plans or intentions. Any statement that we make relating to Laureate’s expectations regarding the Asset Sale Offer described herein is a forward-looking statement. Forward-looking statements are based on Laureate’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. These uncertainties, risks and changes in circumstances include the risks and uncertainties inherent in the transaction contemplated by the agreement and in our business, including, without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of such transaction; the risk that the conditions to the closing are not satisfied; and the risk that such transaction will not be consummated within the expected time period or at all. Other important factors that could cause actual results to differ materially from Laureate’s expectations are set forth under the caption “Risk Factors” in Laureate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated in Laureate’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020. Laureate is under no obligation to (and specifically disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
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Laureate Education, Inc.
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