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Laureate Education, Inc. Is Offering 29,000,000 Shares of Its Class a Common Stock

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Laureate Education, Inc. Is Offering 29,000,000 Shares of Its Class a Common Stock Subject to Completion, dated January 18, 2017 PROSPECTUS 29,000,000 Shares 20APR201207430833 Class A Common Stock Laureate Education, Inc. is offering 29,000,000 shares of its Class A common stock. This is our initial public offering and no public market currently exists for our shares of Class A common stock. We anticipate that the initial public offering price will be between $17.00 and $20.00 per share. Following this offering, we will have two classes of outstanding common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be identical, except with respect to voting and conversion. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to ten votes per share and will be convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately 97.9% (or 97.6% if the underwriters exercise in full their option to purchase additional shares of Class A common stock) of the voting power of our outstanding capital stock following this offering. egistration statement filed with the Securities and Exchange Commission e securities in any jurisdiction where the offer or sale is not permitted. After completion of this offering, Wengen Alberta, Limited Partnership, an Alberta limited partnership (‘‘Wengen’’), our controlling stockholder, will continue to control a majority of the voting power of our outstanding common stock. As a result, we are a ‘‘controlled company’’ within the meaning of the Nasdaq Global Select Market (‘‘Nasdaq’’) corporate governance standards. See ‘‘Security Ownership of Certain Beneficial Owners and Management.’’ In October 2015, we redomiciled in Delaware as a public benefit corporation as a demonstration of our long-term commitment to our mission to benefit our students and society. We have applied for the listing of our Class A common stock on Nasdaq under the symbol ‘‘LAUR.’’ Investing in our Class A common stock involves risks. See ‘‘Risk Factors’’ beginning on page 29. Per Share Total Initial public offering price .......................................... $ $ Underwriting discounts and commissions(1) .............................. $ $ Proceeds, before expenses, to us ...................................... $ $ (1) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See ‘‘Underwriting.’’ We have granted the underwriters the right to purchase up to an additional 4,350,000 shares of Class A common stock from us. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2017. Joint Book-Running Managers Credit Suisse Morgan Stanley Barclays Macquarie Capital J.P. Morgan BMO Capital Markets Citigroup Goldman, Sachs & Co. Co-Managers Baird Barrington Research Piper Jaffray Stifel William Blair Bradesco BBI BTG Pactual The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the r The information in this preliminary prospectus is not complete and may be changed. We is effective. This preliminary prospectus is not an offer to sell these securities and we are soliciting offers buy thes , 2017 29NOV201616010958 29NOV201616011496 29NOV201616011878 TABLE OF CONTENTS Trademarks and Tradenames .................................................. ii Industry and Market Data .................................................... ii Presentation of Financial Information ............................................ ii Letter from Doug Becker ..................................................... iii Prospectus Summary ........................................................ 1 Risk Factors .............................................................. 29 Special Note Regarding Forward-Looking Statements ................................ 93 Use of Proceeds ........................................................... 95 Dividend Policy ............................................................ 96 Capitalization ............................................................. 97 Dilution ................................................................. 99 Selected Historical Consolidated Financial and Other Data ............................ 101 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 107 Business ................................................................. 179 Industry Regulation ......................................................... 219 Management .............................................................. 267 Executive Compensation ..................................................... 277 Security Ownership of Certain Beneficial Owners and Management ...................... 310 Certain Relationships and Related Party Transactions ................................ 316 Description of Capital Stock ................................................... 322 Description of Certain Indebtedness ............................................. 332 Material U.S. Federal Tax Consequences for Non-U.S. Holders of Class A Common Stock ..... 343 Shares Eligible for Future Sale ................................................. 347 Underwriting .............................................................. 350 Legal Matters ............................................................. 357 Experts .................................................................. 357 Where You Can Find More Information .......................................... 357 Index to Consolidated Financial Statements ....................................... F-1 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (the ‘‘SEC’’). Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the SEC. We are offering to sell, and seeking offers to buy, our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus. Through and including , 2017 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. For investors outside of the United States, neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States. As used in this prospectus, unless otherwise stated or the context otherwise requires, references to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ the ‘‘Company,’’ ‘‘Laureate’’ and similar references refer collectively to Laureate Education, Inc. and its subsidiaries. Unless otherwise stated or the context requires, references to the Laureate International Universities network include Santa Fe University of Art and Design (‘‘SFUAD’’), which is owned by Wengen. Laureate is affiliated with SFUAD, but does not own or control it and, i accordingly, SFUAD is not included in the financial results of Laureate presented throughout this prospectus. TRADEMARKS AND TRADENAMES LAUREATE, LAUREATE INTERNATIONAL UNIVERSITIES and the leaf symbol are trademarks of Laureate Education, Inc. in the United States and other countries. This prospectus also includes other trademarks of Laureate and trademarks of other persons, which are properties of their respective owners. INDUSTRY AND MARKET DATA We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. This prospectus also contains the results from studies by Millward Brown and Gallup, Inc. (‘‘Gallup’’). We commissioned the Millward Brown study as part of our periodic evaluation of employment rates and starting salary information for our graduates. In addition, we commissioned the Gallup survey to explore the relationship between the experiences of students at Walden University, our online university located in the United States, and long-term outcomes of those students based on the survey responses. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications, surveys and studies is reliable, we have not independently verified industry,
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