Sec Form 13D Filing - Wengen Alberta LP filing for LAUREATE EDUCATION INC. (LAUR) - 2024-03-05

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 

(Amendment No. 10)*

 

Laureate Education, Inc.

(Name of Issuer)

 

Common Stock, par value $0.004 per share

(Title of Class of Securities)

 

518613203

(CUSIP Number)

 

Nancy Hung 

c/o Wengen Alberta, Limited Partnership 

c/o Laureate Education, Inc. 

650 South Exeter Street 

Baltimore, Maryland 21202

 

with a copy to: 

Lillian Tsu, Esq. 

Cleary Gottlieb Steen & Hamilton LLP 

One Liberty Plaza 

New York, NY 10006 

Tel: (212) 225-2000

(Name, Address and Telephone Number of Person  Authorized to Receive Notices and Communications)

March 1, 2024

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 518613203

13D

 

1	NAMES OF REPORTING PERSONS
	Wengen Alberta, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Alberta, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,485,166
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,485,166
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,485,166
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.83%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 5.

 

 

CUSIP No. 518613203

13D

 

1	NAMES OF REPORTING PERSONS
	Wengen Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,485,166
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,485,166
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,485,166
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.83%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

*See Item 5.

 

 

Explanatory Note

 

This Amendment No. 10 to Schedule 13D (“Amendment No. 10”) relates to the shares of Class A Common Stock par value $0.004 per share (the “Class A Common Stock”), of Laureate Education, Inc., a Delaware public benefit corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by Wengen Alberta, Limited Partnership (“Wengen”) and Wengen Investments Limited (“Wengen GP” and, together with Wengen, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on February 16, 2017, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9 to such Schedule 13D filed on April 25, 2018, November 15, 2018, November 21, 2018, June 19, 2019, September 23, 2019, March 24, 2021, April 6, 2021, November 9, 2021 and November 17, 2023 respectively (as so amended, the “Statement”).

 

This Amendment No. 10 is being filed by the Reporting Persons to report the redemption by certain investors of Wengen of their respective interests in Wengen in exchange for delivery by Wengen to such investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed, as described in more detail below. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 2.

Identity and Background.

 

Item 2 of the Statement is hereby amended and restated to read in its entirety as follows:

 

(a)-(f)    This Statement is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), by: 

(i)   Wengen; and 

(ii)  Wengen GP.

 

Wengen GP is the General Partner of Wengen.  The limited partnership interests in Wengen are held by certain investors. On March 1, 2024, certain of these investors elected to have their interests in Wengen redeemed in exchange for delivery by Wengen to such investors of the number of shares of Issuer Class A Common Stock corresponding to the Wengen interests so redeemed (the “Redemption”). Following the Redemption and cancellation of the interests, investors affiliated with or managed by Torreal Sociedad de Capital Riesgo S.A. (“Torreal”) and ILM Investments Limited Partnership (“ILM”), Ana Gómez Cuesta, José Díaz-Rato Revuelta, Pedro del Corro García-Lomas and Brian Cohn (collectively, the “Former Wengen Investors”) no longer hold limited partnership interests in Wengen.

 

Following the Redemption, the limited partnership interests in Wengen are held by certain investment funds and other investors affiliated with or managed by CPV Partners, LLC (together with its affiliates, including CPV Holdings, LLC, “CPV”), Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps”) and certain investment vehicles on behalf of persons that are not affiliated with CPV, Snow Phipps or the Former Wengen Investors (collectively, the “Wengen Investors”). Each of the Former Wengen Investors, CPV and Snow Phipps separately make Schedule 13D filings reporting their respective beneficial ownership of shares of Class A Common Stock.

 

In connection with the Redemption, on February 29, 2024, Mr. Pedro del Corro García-Lomas, Torreal’s representative on the board of directors of Wengen GP resigned effective on the same date.

 

The business address, present principal occupation or employment and citizenship of each director of Wengen GP as of March 1, 2024 and the number of shares of Class A Common Stock beneficially owned by each such director are listed on Schedule I hereto.

 

(b)  The address of the principal business office of each of the Reporting Persons is: 

c/o Laureate Education, Inc. 

650 South Exeter Street 

Baltimore, MD 21202

 

(c) Wengen is principally engaged in the business of investing in the Issuer.  Wengen GP is principally engaged in the business of being the general partner of Wengen.

 

(d)  During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)  During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons listed on Schedule I hereto, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Statement is hereby amended by adding the following:

 

The information set forth in Items 2, 3 and 6 of this Statement is hereby incorporated by reference into this Item 4.

 

 

On March 1, 2024, the Former Wengen Investors elected to engage in the Redemption.  Following the Redemption,  the Former Wengen Investors no longer hold limited partnership interests in Wengen and their respective representative on the board of directors of Wengen GP either have resigned or are expected to resign.

 

From time to time, Wengen may undertake a review of its portfolio. As part of this review, Wengen may effect one or more further sales of Class A Common Stock. Any such sales, which may be undertaken at any time without further notice, may take a number of forms, including registered public offerings effected pursuant to Wengen’s registration rights under the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, among Wengen, the Issuer and the other parties thereto, as amended (the “Wengen Securityholders Agreement”) (which offerings may be underwritten and/or marketed), unregistered or registered block trades, unregistered market or private sales, pledges, hedges, forward sales and other derivative transactions.

 

Decisions to effect any such sales, as well as the size and timing thereof, are also subject to a number of factors outside of the control of Wengen, including current and anticipated future trading prices of the shares of Class A Common Stock or other securities of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, other investment and/or business opportunities available to the Reporting Persons, strategic considerations in respect of the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. Wengen will periodically consider such sales opportunistically based on such factors and, as a result, the ultimate number of shares of Class A Common Stock that may be sold by Wengen, if any, is not ascertainable. 

 

Item 5.

Interest in Securities of the Issuer.

 

Items 5(a), (b) and (c) of the Statement are hereby amended and restated to read as follows:

 

The information set forth in Items 2, 3, 4 and 6 of this Statement and the cover pages of this Statement is hereby incorporated by reference into this Item 5.

 

(a) and (b). As of March 1, 2024, following the Redemption, the Reporting Persons may be deemed to beneficially own, in the aggregate, 15,485,166 shares of Class A Common Stock, which represent, in the aggregate, approximately 9.83% of the outstanding shares of the Class A Common Stock, calculated pursuant to the Exchange Act and based on information provided by the Issuer.

 

Pursuant to the provisions of the Wengen Securityholders Agreement, Wengen GP will vote the shares of Class A Common Stock owned by Wengen in certain matters, including in the election of certain directors, at the discretion of Wengen GP, and with respect to voting on certain matters and disposition of such securities, subject to certain limitations, such powers will be exercised by Wengen GP at the direction of each underlying investor in Wengen, in each case, with respect to a number of shares representing such investor’s pro rata interest in Wengen.

 

From time to time, the Wengen Investors and certain of their affiliates separately make Schedule 13D filings reporting their beneficial ownership of shares of Common Stock.

 

(c) Except as set forth in Item 4, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 5, 2024
WENGEN ALBERTA, LIMITED PARTNERSHIP
By:	Wengen Investments Limited, its general partner
By:	/s/ Nancy Hung
Name:	Nancy Hung
Title:	Director
WENGEN INVESTMENTS LIMITED
By:	/s/ Nancy Hung
Name:	Nancy Hung
Title:	Director

 

 

SCHEDULE I 

DIRECTORS OF WENGEN GP

 

The following sets forth, as of March 1, 2024 the name, business address, principal occupation of each director of Wengen GP, the number of shares of the Issuer’s Class A Common Stock beneficially owned by each such director and a description of any transactions in the Issuer’s Class A Common Stock that were effected during the past sixty days by each such director. Each director is a citizen of the United States.

 

	Director and Business Address		Principal Occupation		Shares of Class A Common Stock Beneficially Owned		Transactions in the Issuer’s Class A Common Stock Within 60 Days
	Andrew B. Cohen c/o Cohen Private Ventures LLC, 55 Hudson Yards New York, New York 10001		Chief Investment Officer Cohen Private Ventures, LLC		See Footnote (1)		None
	Nancy Hung c/o Cohen Private Ventures LLC, 55 Hudson Yards New York, New York 10001		Head of Private Equity and Co-Head of Portfolio Management Cohen Private Ventures, LLC		See Footnote (1)		None
	Ian Snow c/o Snow Phipps Group, LLC 667 Madison Avenue New York, New York 10065		Chief Executive Officer and Co-Founding Partner Snow Phipps Group, LLC		See Footnote (2)		None

 

(1) Information concerning the director’s beneficial ownership of Class A Common Stock is incorporated herein by reference to the Schedule 13D filed by Cohen Private Ventures, LLC on November 8, 2021.

 

(2) Information concerning the director’s beneficial ownership of Class A Common Stock is incorporated herein by reference to the Schedule 13D filed by Snow Phipps on January 9, 2024.