Sec Form 13D Filing - KKR 2006 Fund (Overseas) Limited Partnership filing for LAUREATE EDUCATION INC. (LAUR) - 2021-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, New York 10001

Telephone: (212) 750-8300

with a copy to:

Gary Horowitz, Esq.

Sebastian Tiller, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Telephone: (212) 455-2000

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 Rule 13d-7 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).

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1	NAMES OF REPORTING PERSONS
	KKR 2006 Fund (Overseas), 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			31,792,064
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			31,792,064
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,792,064
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)
	17.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

Explanatory Note

 

This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D relates to the shares of Common Stock par value $0.004 per share (the “Common Stock”), of Laureate Education, Inc., a Delaware public benefit corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons on February 16, 2017, as amended by Amendment No. 1 filed on April 25, 2018, Amendment No. 2 filed on November 20, 2018, Amendment No. 3 filed on June 19, 2019, Amendment No. 4 filed on September 13, 2019 and Amendment No. 5 filed on March 30, 2021 (as amended, the “Statement” or “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Statement.  Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Statement.  Capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings herein as are ascribed to such terms in the Statement.

This statement on Schedule 13D is being filed by:

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.

Item 5.

Interest in Securities of the Issuer.

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

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

(a) and (b).  Each of KKR 2006 Overseas and KKR Partners II directly holds 31,792,064 and 1,050,119 shares of Common Stock, respectively.  The Reporting Persons may be deemed to beneficially own an aggregate of 32,842,183 shares of Class A Common Stock, which represents, in the aggregate, approximately 18.1% of the outstanding shares of the Issuer’s Common Stock, based on a total of 181,336,728 shares of commons stock of the Issuer outstanding as of September 30, 2021, as set forth in the Quarterly Report on Form 10-Q, filed on November 4, 2021.

Each of KKR 2006 Overseas and KKR Partners II previously held the shares reported herein both directly and through limited partnership interests in Wengen Alberta, Limited Partnership (“Wengen”).  On October 28, 2021, Wengen redeemed and canceled, together with all or a portion of the Wengen interests of certain other limited partners of Wengen, all of KKR 2006 Overseas’ and KKR Partners II’s Wengen interests in exchange for delivery by Wengen, immediately following the automatic conversion of the applicable number of shares of Class B Common Stock into shares of Class A Common Stock, to KKR 2006 Overseas’, KKR Partners II and such other limited partners of the corresponding number of shares of Class A Common Stock.  Following such redemption and cancellation of KKR Overseas’ and KKR Partners II’s Wengen interests, the Reporting Persons no longer hold limited partnership interests in Wengen and the representative of the Reporting Persons on the board of directors of Wengen Investments Limited, the general partner of Wengen (“Wengen GP”) is expected to resign from such board.

Because the Issuer’s Class B Common Stock outstanding after giving effect to the redemption of Wengen interests represented less than 15% of the total outstanding Class A Common Stock and Class B Common Stock, pursuant to the Issuer’s certificate of incorporation each share of Class A Common Stock and each share of Class B Common Stock automatically converted into one share of Common Stock of the Issuer, effective October 29, 2021. Following the conversion, the Issuer has only one class of common stock outstanding, with each share of Common Stock entitled to one vote per share.

In connection with the redemption of Wengen interests described above, Wengen, the Wengen GP and the Issuer entered into an amendment to the Wengen Securityholders Agreement as further described in Item 6 below, which amendment was approved by the Wengen investors in accordance with the Wengen Securityholders Agreement.  As a result of the rights and obligations contained therein, KKR 2006 Overseas and KKR Partners II may be deemed a “group” with certain of the other parties thereto who are subject to the voting obligations contained therein, as further described in Item 6.  Wengen, the other Wengen Investors and certain of their affiliates separately report their beneficial ownership of Common Stock on separate Schedule 13D filings.

Each of KKR Associates 2006 (as the general partner of KKR 2006 Overseas), KKR 2006 Limited (as the general partner of KKR Associates 2006), KKR Group Partnership (as the sole shareholder of each of KKR 2006 Limited), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the Series I preferred stockholder of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management), may be deemed to be the beneficial owner of the securities held directly by KKR 2006 Overseas and Wengen, in each case, as described more fully in this Statement.

KKR Partners II GP (as the general partner of KKR Partners II) may be deemed to be the beneficial owner of the securities held directly by KKR Partners II and Wengen.  In addition, Messrs. Henry R. Kravis and George R. Roberts, may be deemed to be the beneficial owner of the securities held directly by KKR Partners II, and each disclaims beneficial ownership of such securities.

The filing of this Statement shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owners of any securities covered by this Statement.

To the best knowledge of the Reporting Persons, none of the other persons named or referred to in Item 2 beneficially owns any shares of Common Stock.

(c) On October 28, 2021, KKR 2006 Overseas and KKR Partners II received 18,311,957 and 762,098 shares of Class A Common Stock, respectively, in respect of their previously held interests in Wengen, including 15,374,715 and 699,340 shares of Class A Common Stock, respectively, which were received upon conversion of an equal number of shares of Class B Common Stock by Wengen prior to the receipt of such shares from Wengen.  Further, the Reporting Persons historically have had a representative on the board of directors of Wengen GP, which representative is expected to resign from such position in connection with the Reporting Persons’ redemption of interests in Wengen, and such board of directors is expected to now comprise representatives of certain investment funds and other investors affiliated with or managed by Cohen Private Ventures, LLC (together with its affiliates, “CPV”) and Snow Phipps Group, LLC (together with its affiliates, “Snow Phipps”).  Other than as described in this Item 5(c), none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person named or referred to in Item 2 has engaged in any transaction in any shares of the Issuer’s Common Stock during the past 60 days.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On October 28, 2021, the Issuer entered into Amendment No. 1 (the “Amendment”) to the Wengen Securityholders Agreement, which was approved by the Wengen Investors in accordance with the Wengen Securityholders Agreement.

 

Board Designation Rights

 

The Amendment provides, among other matters, that for so long as either KKR or CPV holds at least 8,035,713 shares of the Issuer’s Common Stock, KKR and CPV collectively (or one of them if the other has lost its existing director designation right under the Wengen Securityholders Agreement) will have the right to nominate one additional director to the Issuer’s Board of Directors (the “Third Director”) who will initially be Ian K. Snow, and who may be removed or replaced at any time without cause by KKR and CPV (or one of them if the other has lost its existing director designation right under the Wengen Securityholders Agreement).  In the event that KKR and CPV each ceases to be the beneficial owner of at least 8,035,713 shares of the Issuer’s Common Stock, then the Third Director must offer his resignation as a director to the Issuer’s Board of Directors, and KKR and CPV thereafter will no longer be entitled to designate a Third Director.

 

In addition, the Amendment specifies that the Wengen GP must cause all of the Issuer’s shares held by Wengen to be voted, and that all current and former Wengen investors who have an employee or representative serving on the Wengen GP’s or the Issuer’s Board of Directors must vote their shares of the Issuer, in favor of the director nominees designated by KKR and CPV under the Wengen Securityholders Agreement.  Irrespective of their actual holdings, the right to designate a Third Director, as well as the existing Issuer director designation rights of KKR and CPV under the Securityholders Agreement, will expire on December 31, 2024.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit H to this Schedule 13D and incorporated by reference herein.

 

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

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Dated:  November 5, 2021
	KKR 2006 FUND (OVERSEAS), LIMITED PARTNERSHIP
	By:	KKR Associates 2006 (Overseas), Limited Partnership, its general partner
	By:	KKR 2006 Limited, its general partner

	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Director

	KKR ASSOCIATES 2006 (OVERSEAS), LIMITED PARTNERSHIP
	By:	KKR 2006 Limited, its general partner
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Director

	KKR 2006 LIMITED
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Director

	KKR GROUP PARTNERSHIP L.P.
	By:	KKR Group Holdings Corp., general partner
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR GROUP HOLDINGS CORP.
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR & CO. INC.
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR MANAGEMENT LLP
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

	KKR PARTNERS II (INTERNATIONAL), L.P.
	By:	KKR PI-II GP Limited, its general partner
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Director

	KKR PI-II GP LIMITED
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact for Robert H. Lewin, Director

	HENRY R. KRAVIS
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact

	GEORGE R. ROBERTS
	By:	/s/ Terence Gallagher
	Name:	Terence Gallagher
	Title:	Attorney-in-fact

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