UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 17, 2021 ( December 13, 2021 )
Laureate Education, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38002 | 52-1492296 | ||
|
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer Identification No.) |
650 South Exeter Street
Baltimore, MD 21202
(Address of principal executive offices, including zip code)
(410) 843-6100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.004 per share | LAUR | The NASDAQ Stock Market LLC | ||
| NONE | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.03. |
Material Modification of Rights of Security Holders. |
As previously disclosed, on October 29, 2021, all outstanding shares of Laureate Education, Inc.’s (the “Company”) Class A common stock, par value $0.004 per share, and Class B common stock, par value $0.004 per share, automatically converted into the same number of shares of common stock, par value $0.004 per share, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). No additional Class A or Class B shares will be issued following such conversion.
The conversion occurred pursuant to Article V, Section C.3 of the Certificate of Incorporation, which provided that each one share of Class A common stock and Class B common stock would convert automatically, without any further action, into one share of common stock at 5:00 p.m. New York City time on the “Final Conversion Date,” which was the first trading day falling on or after the date on which the Class B shares represent less than fifteen percent (15%) of the aggregate number of outstanding Class A and Class B shares. Following the conversion, the Company had approximately 181,382,681 shares of common stock outstanding as of October 29, 2021.
On December 13, 2021, also in accordance with Article V, Section C.3 of the Certificate of Incorporation, and as required by Section 243 of the Delaware General Corporation Law (the “DGCL”), the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class A and Class B common stock that were issued but not outstanding following the conversion (the “Certificate of Retirement”).
The conversion had the following effects, among others, on the holders of shares of Class A and Class B common stock:
Voting Power. Prior to the conversion, holders of shares of Class B common stock were entitled to cast ten votes per share and holders of shares of Class A common stock were entitled to cast one vote per share on any matter submitted to a vote of the Company’s stockholders. As a result of the conversion, all former holders of shares of Class A and Class B common stock are now holders of shares of common stock, which is entitled to only one vote per share on all matters subject to a stockholder vote with a record date on or after the date of the conversion. In addition, the provisions of the Certificate of Incorporation and Delaware law that entitled the holders of shares of Class A and Class B common stock, in certain circumstances, to separate class voting rights are no longer applicable as a result of the conversion.
Economic Interests. Because holders of shares of common stock are entitled to the same economic interests to which former holders of shares of Class A and Class B common stock were entitled before the conversion, including with regard to dividends, liquidation rights and treatment in connection with a change of control or merger transaction, the conversion had no impact on the economic interests of former holders of shares of Class A and Class B common stock.
Capitalization. The conversion had no impact on the total number of the Company’s outstanding shares of capital stock, as the shares of Class A and Class B common stock converted into an equivalent number of shares of common stock. Pursuant to Section 243 of the DGCL, the filing of the Certificate of Retirement had the effect of amending the Certificate of Incorporation such that, upon the effectiveness of the Certificate of Retirement, the Company’s total number of authorized shares of capital stock has been reduced by the number of the retired shares of Class A and Class B common stock.
Equity Incentive Plans. Upon the conversion, outstanding options, performance stock units and restricted stock units, which were denominated in shares of Class A common stock and issued under any of the Company’s equity incentive plans, remained unchanged, except that they now represent the right to receive shares of common stock.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described under Item 3.03, on December 13, 2021, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to retire the shares of Class A common stock and Class B common stock that were issued but not outstanding following the conversion.
The foregoing description of the Certificate of Retirement is a summary only and is qualified in its entirety by reference to the full text of (a) the Certificate of Retirement, a copy of which is attached as Exhibit 3.1 hereto, and (b) the Certificate of Incorporation, a copy of which is incorporated by reference herein as Exhibit 3.2 hereto, and both of which are incorporated by reference into this Item 5.03.
| Item 8.01. |
Other Events. |
The Company’s common stock will continue to trade on NASDAQ National Market System under the ticker symbol “LAUR” following the conversion and will maintain the same CUSIP number previously assigned to the Class A common stock.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Incorporated by Reference |
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Exhibit
|
Description |
Form |
File No. |
Exhibit |
Filing Date |
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| 3.1 | Certificate of Retirement | |||||||||
| 3.2 | Amended and Restated Certificate of Incorporation | S-1/A | 333-207243 | 3.1 | January 31, 2017 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 17, 2021
| LAUREATE EDUCATION, INC. | ||
| By: |
/s/ Leslie Brush |
|
| Name: | Leslie Brush | |
| Title: |
Vice President, Assistant General Counsel and Secretary |
|
Exhibit 3.1
CERTIFICATE OF RETIREMENT
OF
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
OF
LAUREATE EDUCATION, INC.
Pursuant to Section 243(b) of the
General Corporation Law of the State of Delaware
Laureate Education, Inc., a public benefit corporation organized and existing under the laws of the State of Delaware (the “Company”), HEREBY CERTIFIES as follows:
1. 160,096,833 shares of Class A Common Stock, par value $0.004 per share (the “Class A Common Stock”), and 21,285,848 shares of Class B Common Stock, par value $0.004 per share (the “Class B Common Stock”), converted into Common Stock, par value $0.004 per share (“Common Stock”).
2. The Amended and Restated Certificate of Incorporation of the Company provides for the automatic retirement of shares of Class A Common Stock and Class B Common Stock upon conversion of Class A Common Stock and Class B Common Stock into Common Stock.
3. The Amended and Restated Certificate of Incorporation of the Company provides that no shares of Class A Common Stock and Class B Common Stock that are converted may be reissued by the Company and that all such shares shall be retired and cancelled.
4. The Amended and Restated Certificate of Incorporation provides that upon such retirement and cancellation all references to Class A Common Stock and Class B Common Stock shall be eliminated.
5. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the effective time of the filing of this Certificate of Retirement, the Amended and Restated Certificate of Incorporation shall be amended so as to reduce the total authorized number of shares of Class A Common Stock and Class B Common Stock to zero and to eliminate all references thereto.
IN WITNESS WHEREOF, the Company has caused this Certificate of Retirement to be signed by its duly authorized officer, this 13th day of December, 2021.
| LAUREATE EDUCATION, INC. | ||
| By: | /s/ Leslie Brush | |
| Name: | Leslie Brush | |
| Title: | Vice President, Assistant General Counsel and Secretary | |