Laureate Education in Two $20 Million Modified Reverse Dutch Auction Debt Tender Offers

March 10, 2009

Cleary Gottlieb represented Citigroup Global Markets Inc. as dealer manager in two cash tender offers by Laureate Education, Inc., one to purchase up to $20.0 million of its 10¼%/11% Senior Toggle Notes due 2015 and one to purchase up to $20.0 million of its 11¾% Senior Subordinated Notes due 2017. The total consideration payable under each tender offer was $600.00 per $1,000 principal amount of notes per each series accepted for purchase in the offers, representing a significant discount to par value and deleveraging opportunity. The Clearing Price for a tender offer was determined by consideration of the “bid price” specified by each holder that tendered notes into that tender offer, with that bid price representing the minimum consideration such holder was willing to receive for its notes. The total consideration per $1,000 principal amount of notes included an “early participation payment” of $30 per $1,000 principal amount of notes. The tender offers launched on February 6, expired on March 9 and closed on March 10.

The purpose of the tender offers was to reduce the amount of indebtedness owed by Laureate Education and to improve its debt-to-equity ratio.

Laureate Education is a Maryland corporation headquartered in Baltimore, Maryland, and a leading international provider of higher education services. Laureate International Universities is Laureate Education’s global network of 40 accredited campus-based and online universities offering undergraduate and graduate degree programs to nearly 440,000 students around the world. Laureate International Universities’ students are part of an international, academic community that spans 18 countries and more than 90 campuses throughout North America, Latin America, Europe, and Asia. Laureate International Universities offer more than 130 career-focused, undergraduate, Master’s and doctoral degree programs in fields including engineering, education, business, medicine, law, architecture, health sciences, hospitality, culinary arts, and information technology.