LAUREATE EDUCATION INC
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements (certain schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto).
(2) Those exhibits required by Item 601 of Regulation S-K and by paragraph (b) below.
(b) The following exhibits are filed as part of this Annual Report or, where indicated, were filed and are incorporated by reference:
| ExhibitNo. | Exhibit Description | Form | File Number | ExhibitNumber | Filing Date |
|---|---|---|---|---|---|
| 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 |
| 2.5# | 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 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. | 10-K | 001-38002 | 2.14 | 02/25/2021 |
| 2.13# | Waiver and Amendment to Membership Interest Purchase Agreement by and between Adtalem Global Education Inc. and Laureate Education, Inc., dated as of July 21, 2021 | 8-K | 001-38002 | 2.1 | 07/27/2021 |
| 2.14# | Amendment dated August 10, 2021 to Membership Interest Purchase Agreement, dated September 11, 2020, by and between Laureate Education, Inc. and Adtalem Global Education Inc. | 10-Q | 001-38002 | 2.2 | 11/04/2021 |
| 2.15 | First Amendment dated April 19, 2022 to the 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., and VC Network Educação S.A. | 10-Q | 001-38002 | 2.1 | 08/04/2022 |
| 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 |
| ExhibitNo. | Exhibit Description | Form | File Number | ExhibitNumber | Filing Date |
|---|---|---|---|---|---|
| 3.4 | Certificate of Retirement of Class A Common Stock and Class B Common Stock | 8-K | 001-38002 | 3.1 | 12/17/2021 |
| 4.1 | Description of Capital Stock of Laureate Education, Inc. | 10-K | 001-38002 | 4.1 | 02/23/2023 |
| 10.1† | 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 |
| 10.2† | Form of Management Stockholder’s Agreement for equityholders | S-1/A | 333-207243 | 10.36 | 11/20/2015 |
| 10.3† | 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 |
| 10.4† | 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 |
| 10.5† | Form of Stockholders’ Agreement for Entity‑Appointed Directors | S-1/A | 333-207243 | 10.47 | 11/20/2015 |
| 10.6† | Form of Stockholders’ Agreement for Individual Directors | S-1/A | 333-207243 | 10.48 | 11/20/2015 |
| 10.7† | 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 |
| 10.8† | 2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016 | S-1/A | 333-207243 | 10.58 | 05/20/2016 |
| 10.9 | 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 |
| 10.10 | 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 |
| 10.11 | 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 |
| 10.12 | 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 |
| 10.13 | Amendment No. 1 dated October 28, 2021 to the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto | 10-K | 001-38002 | 10.16 | 02/24/2022 |
| 10.14 | 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 |
| 10.15 | 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 |
| 10.16 | 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 |
| 10.17 | 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 |
| 10.18 | 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 |
| 10.19 | 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 |
| ExhibitNo. | Exhibit Description | Form | File Number | ExhibitNumber | Filing Date |
|---|---|---|---|---|---|
| 10.20 | Second Amendment dated as of December 23, 2022 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-K | 001-38002 | 10.20 | 02/23/2023 |
| 10.21 | Third Amendment dated as of September 18, 2023 to Third Amended and Restated Credit Agreement by Laureate Education, Inc. and Citibank, N.A., as administrative agent | 10-Q | 001-38002 | 10.1 | 11/02/2023 |
| 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 Performance-based Stock Option Agreement for 2017 | 10-Q | 001-38002 | 10.52 | 08/08/2017 |
| 10.24† | 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 |
| 10.25† | 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 |
| 10.26† | 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 |
| 10.27† | Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2018 Grants | 10-K | 001-38002 | 10.29 | 02/24/2022 |
| 10.28† | Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2019 Grants | 10-K | 001-38002 | 10.30 | 02/24/2022 |
| 10.29† | Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2021-2022 Grants for Certain Executives | 10-K | 001-38002 | 10.32 | 02/24/2022 |
| 10.30† | Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2021-2022 Grants | 10-K | 001-38002 | 10.34 | 02/24/2022 |
| 10.31† | Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2023 Grants | 10-Q | 001-38002 | 10.1 | 05/04/2023 |
| 10.32† | 2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors | 10-K | 001-38002 | 10.35 | 02/24/2022 |
| 10.33† | Form of Director Indemnity Agreement | 10-Q | 001-38002 | 10.64 | 08/08/2019 |
| 10.34† | Form of Director and Officer Indemnity Agreement | 10-Q | 001-38002 | 10.1 | 08/04/2022 |
| 10.35†◊ | Form of Retention Letter for Certain Corporate Executives | 10-Q | 001-38002 | 10.53 | 05/07/2020 |
| 10.36† | Letter Agreement dated October 9, 2022 between Laureate Education, Inc. and Eilif Serck-Hanssen | 8-K | 001-38002 | 10.1 | 10/14/2022 |
| 10.37 | Amended and Restated Employment Letter Agreement dated November 8, 2023 between the Company and Eilif Serck-Hanssen | 8-K | 001-38002 | 10.1 | 11/13/2023 |
| 10.38† | Promotion Offer Letter, dated July 8, 2020, between Laureate Education, Inc. and Richard H. Sinkfield III | 10-K | 001-38002 | 10.45 | 02/25/2021 |
| 10.39† | Promotion Offer Letter, dated March 16, 2021, between Laureate Education, Inc. and Richard M. Buskirk | 10-K | 001-38002 | 10.44 | 02/24/2022 |
| 10.40† | Independent Contractor and Consultant Agreement, dated May 28, 2021, between Laureate Education, Inc. and Marcelo Barbalho Cardoso | 10-K | 001-38002 | 10.46 | 02/24/2022 |
| 10.41† | Amendment dated July 21, 2022 to Independent Contractor and Consultant Agreement, dated May 28, 2021, between Laureate Education, Inc., Marcelo Barbalho Cardoso and MC Consultoria and Assesoria Empresarial LTDA | 10-K | 001-38002 | 10.43 | 02/23/2023 |
| 10.42† | Second Amendment to Independent Contractor and Consultant Agreement as of March 1, 2022 between Laureate Education, Inc. and MC Consultoria and Assesoria Empresarial LTDA | 10-K | 001-38002 | 10.44 | 02/23/2023 |
| ExhibitNo. | Exhibit Description | Form | File Number | ExhibitNumber | Filing Date |
|---|---|---|---|---|---|
| 10.43† | Third Amendment to Independent Contractor and Consultant Agreement as of March 1, 2023 between Laureate Education, Inc. and MC Consultoria and Assesoria Empresarial LTDA | 10-Q | 001-38002 | 10.2 | 05/04/2023 |
| 10.44† | Fourth Amendment to Independent Contractor and Consultant Agreement as of September 18, 2023 between Laureate Education, Inc. and MC Consultoria and Assesoria Empresarial LTDA | 10-Q | 001-38002 | 10.2 | 11/02/2023 |
| 10.45*† | Form of Annual Incentive Plan for Certain Executives | ||||
| 21.1* | List of Subsidiaries of the Registrant | ||||
| 23.1* | Consent of PricewaterhouseCoopers LLP | ||||
| 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 | ||||
| 97* | Laureate Education, Inc. Incentive Compensation Clawback Policy | ||||
| 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* | Inline XBRL Taxonomy Extension Schema Document | ||||
| Ex. 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| Ex. 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| Ex. 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| Ex. 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ||||
| * | Filed herewith. | ||||
| # | The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K. | ||||
| † | Indicates a management contract or compensatory plan or arrangement. | ||||
| ◊ | Certain identified information has been omitted from this exhibit because it is both (1) not material, and (2) is the type that the Company treats as private or confidential. | ||||
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.