BALTIMORE, Oct. 26, 2012 /PRNewswire/ -- Laureate Education, Inc. (the "Company") announced today that it has commenced an offer to purchase for cash (the "Offer") any and all of its outstanding 10% Senior Notes due 2015 (the "Notes"). The terms and conditions of the Offer are set forth in the Offer to Purchase dated October 26, 2012 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").
The following table sets forth the Notes that are subject to the Offer and certain other terms of the Offer:
Title of Security | CUSIP | Aggregate Principal Amount Outstanding | Full Tender Consideration | Early Tender Payment | Late Tender Offer Consideration |
10% Senior Notes | 518613AA2 U51388AA1 | $260,000,000 | $1,030.00 | $20.00 | $1,010.00 |
Holders of Notes that are validly tendered and not validly withdrawn on or before 5:00 p.m., New York City time, on November 9, 2012 (the "Early Tender Date") and accepted for purchase will receive the Full Tender Offer Consideration specified in the table above for each $1,000 principal amount of Notes accepted for purchase. Holders of Notes that are validly tendered after 5:00 p.m., New York City time, on the Early Tender Date but on or before 5:00 p.m., New York City time, on November 27, 2012 (the "Expiration Date") and accepted for purchase will receive the Full Tender Offer Consideration minus an amount in cash equal to $20.00 for each $1,000 principal amount of Notes (the "Late Tender Offer Consideration"). In addition to the Full Tender Offer Consideration or the Late Tender Offer Consideration, as the case may be, payable in respect of Notes accepted for purchase, Holders will receive accrued and unpaid interest and special interest on their purchased Notes from the last interest payment date to, but not including, the date of payment for purchased Notes.
Pursuant to the Offer, the Company may settle any Notes tendered at or prior to the Early Tender Date prior to the Expiration Date. The initial settlement date for the Offer (the "Initial Settlement Date") will be November 13, 2012, or such other business day the Company selects following the Early Tender Date, subject to the satisfaction or waiver of the conditions to the Offer specified in the Offer to Purchase. The final settlement date for the Offer (the "Final Settlement Date") will be promptly after the Expiration Date, subject to the satisfaction or waiver of conditions to the Offer specified in the Offer to Purchase. The Initial Settlement Date and the Final Settlement Date are each referred to as a "Settlement Date."
Notes tendered on or before the Early Tender Date may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on the Early Tender Date, but not thereafter, and Notes tendered after the Early Tender Date but on or before the Expiration Date may not be withdrawn, provided, however, in each case, that if the Company reduces the consideration for Notes subject to the Offer or is otherwise required by law to permit withdrawal, then previously tendered Notes may be validly withdrawn to the extent required by law.
The Offer is scheduled to expire at 5:00 p.m., New York City time, on the Expiration Date, unless extended. The Offer is subject to (i) the condition that a proposed financing be completed yielding proceeds sufficient to fund the purchase of the Notes and the purchase or redemption of the Company's 10%/11% Senior Toggle Notes due 2015 and (ii) the general conditions set forth in the Offer to Purchase.
The complete terms and conditions of the Offer are set forth in the Offer Documents that are being sent to holders of Notes. Copies of the Offer Documents may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-857-2200 (US toll-free) and 212-430-3774 (collect).
J.P. Morgan Securities LLC is the Dealer Manager for the Offer. Questions regarding the Offer may be directed to J.P. Morgan Securities LLC at (800) 245-8812 (toll-free) and (212) 270-1200 (collect).
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offer is being made only pursuant to the Offer Documents that the Company will be distributing to noteholders promptly. Noteholders should read carefully the Offer Documents because they contain important information, including the various terms of, and conditions to, the Offer. None of the Company, the dealer manager, the depositary, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offer. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities.
About Laureate International Universities
Laureate International Universities is a trusted global leader in providing access to high-quality, innovative institutions of higher education. The Laureate International Universities network includes more than 60 accredited campus-based and online universities. Our more than 740,000 students are part of an academic community that spans 29 countries throughout North America, Latin America, Europe, North Africa, Asia and the Middle East. Laureate universities offer hundreds of undergraduate, master's and doctoral degree programs in fields including architecture, art, business, culinary arts, design, education, engineering, health sciences, hospitality management, information technology, law and medicine. President William J. Clinton, 42nd president of the United States, serves as the Honorary Chancellor of the Laureate International Universities network, a role in which he offers advice on social responsibility, youth leadership and increasing access to higher education. For more information, visit www.laureate.net.
Note: Certain statements in this announcement may be regarded as "forward-looking statements." These forward-looking statements represent the Company's expectations and beliefs concerning future events, and no assurance can be given that the future results described in this announcement will be achieved. These forward-looking statements can generally be identified by the use of statements that include words such as "anticipate," "believe," "could," "estimate," "expect," "foresee," "goal," "intend," "likely," "may," "plan," "project," "should," "target," "will" or other similar words or phrases. All forward-looking statements contained herein are based upon information available to the Company on the date of this announcement. Except as may be required under applicable law, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
SOURCE Laureate Education, Inc.
