UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: February 28, 2009
	SCHEDULE 13D	Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

 

 

*              Includes (i) 131,780 shares of Laureate Common Stock (as defined in Item 1) that Mr. Douglas Becker may be deemed to beneficially own as settlor of the Irrevocable Grantor Retained Annuity Trust No. 11, (ii) 68,845 shares of Laureate Common Stock that Mr. Douglas Becker may be deemed to beneficially own as settlor of The Irrevocable BBHT II IDGT Dtd. 2/19/03 trust, and (iii) 1,544,260 shares of Laureate Common Stock that may be acquired upon exercise of options that are exercisable as of the date of this Statement (as defined in Item 2) or within 60 days hereafter.  Mr. Douglas Becker expressly disclaims any and all beneficial ownership of any shares of Laureate Common Stock held by the Irrevocable Grantor Retained Annuity Trust No. 11 and The Irrevocable BBHT II IDGT Dtd. 2/19/03 trust.

**           Based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007 (as reported in the preliminary Proxy Statement filed by the Issuer under Regulation 14A of the Act on March 16, 2007 (the “Proxy Statement”)).

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*              Includes 1,031,677 shares of Laureate Common Stock that may be acquired upon exercise of options that are exercisable as of the date of this Statement or within 60 days hereafter.

**           Based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007 (as reported in the Proxy Statement).

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*              Includes 68,845 shares of Laureate Common Stock that Mr. Taslitz may be deemed to beneficially own as co-trustee and business and investment advisor of the KJT Gift Trust.  Mr. Taslitz expressly disclaims any and all beneficial ownership of such shares.

**           Based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007 (as reported in the Proxy Statement).

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*              Includes 7,485 shares of Laureate Common Stock held directly by Mr. Eric Becker’s spouse.   Mr. Eric Becker expressly disclaims any and all beneficial ownership of such shares.

**           Based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007 (as reported in the Proxy Statement).

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*              Represents 40,000 shares of Laureate Common Stock held by Sigma Capital Associates, LLC.  Pursuant to an investment management agreement, Sigma Capital Management, LLC exercises investment and voting power with respect to the shares of Laureate Common Stock held by Sigma Capital Associates, LLC.  Steven A. Cohen controls Sigma Capital Management, LLC.  Sigma Capital Management, LLC is owned by S.A.C. Capital Management, LLC, and Mr. Cohen directly and indirectly owns all of the equity interests of S.A.C. Capital Management, LLC. 

 

**           Based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007 (as reported in the Proxy Statement).

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*              Represents 40,000 shares of Laureate Common Stock held by Sigma Capital Associates, LLC.  Pursuant to an investment management agreement, Sigma Capital Management, LLC exercises investment and voting power with respect to the shares of Laureate Common Stock held by Sigma Capital Associates, LLC.  Steven A. Cohen controls Sigma Capital Management, LLC.  Sigma Capital Management, LLC is owned by S.A.C. Capital Management, LLC, and Mr. Cohen directly and indirectly owns all of the equity interests of S.A.C. Capital Management, LLC. 

 

**           Based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007 (as reported in the Proxy Statement).

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*              Includes 61,400 shares of common stock directly beneficially owned by certain subsidiaries of Citigroup Inc.

**           Based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007 (as reported in the Proxy Statement).

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ITEM 1.     SECURITY AND ISSUER.

The class of securities to which this statement on Schedule 13D relates is common stock, par value $0.01 per share (the “Laureate Common Stock”), of Laureate Education, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 1001 Fleet Street, Baltimore, Maryland 21202.

ITEM 2.  IDENTITY AND BACKGROUND.

This statement on Schedule 13D (this “Statement”) is being filed jointly on behalf of Douglas L. Becker, R. Christopher Hoehn-Saric, Steven M. Taslitz and Eric D. Becker (collectively, the “Sterling Reporting Persons”), Citigroup Capital Partners II 2007 Citigroup Investment, L.P., CGI CPE LLC, CGI Private Equity LP, LLC, Citicorp Banking Corporation, Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P, Citigroup Private Equity LP, Citigroup Alternative Investments LLC, Citigroup Investments Inc. and Citigroup Inc. (collectively, the “Citi Reporting Persons”), and Sigma Capital Management, LLC and Steven A. Cohen (collectively, the “SAC Reporting Persons” and, together with the Sterling Reporting Persons and the Citi Reporting Persons, the “Reporting Persons”).  A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 7.01.  As a result of the existing relationships described under this Item 2 and the matters described in Item 4 below, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act.  However, neither the present filing nor anything contained herein shall be construed as an admission that all or any of the Reporting Persons constitute a “group” within the meaning of Rule 13d-5(b) under the Act. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. The securities reported herein as being beneficially owned by the SAC Reporting Persons do not include any securities held by the Sterling Reporting Persons or the Citi Reporting Persons or any other person or entity other than the various accounts under the SAC Reporting Persons’ management and control. The securities reported herein as being beneficially owned by the Citi Reporting Persons do not include any securities held by the Sterling Reporting Persons or the SAC Reporting Persons or any other person or entity other than the various accounts under the Citi Reporting Persons’ management and control.

The identity and background for each Reporting Person is set forth below:

 

Name:		Douglas L. Becker
Business Address:		c/o Laureate Education, Inc.
		1001 Fleet Street, Baltimore, Maryland 21202
Principal Occupation:		Chairman and Chief Executive Officer of the Issuer, a provider of higher education programs and services
Citizenship:		U.S.A.
Name:		R. Christopher Hoehn-Saric
Business Address:		c/o Educate, Inc.
		1001 Fleet Street, Baltimore, Maryland 21202
Principal Occupation:		Chairman and Chief Executive Officer of Educate, Inc., a provider of pre-K — 12th grade education programs and services
Citizenship:		U.S.A.
Name:		Steven M. Taslitz
Business Address:		c/o Fund Management Services, LLC
		1033 Skokie Boulevard, Suite 600, Northbrook, Illinois 60062
Principal Occupation:		Managing Director of Fund Management Services, LLC, a provider of investment management services
Citizenship:		U.S.A.
Name:		Eric D. Becker
Business Address:		c/o Fund Management Services, LLC
		6225 Smith Avenue, Suite 210, Baltimore, Maryland 21209
Principal Occupation:		Managing Director of Fund Management Services, LLC, a provider of investment management services
Citizenship:		U.S.A.

 

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This Schedule 13D is filed by Sigma Capital Management, LLC (“Sigma Capital Management”) and Steven A. Cohen with respect to shares of Laureate Common Stock held by Sigma Capital Associates, LLC (“Sigma Capital Associates”). Sigma Capital Associates is a private investment limited liability company organized in Anguilla. Sigma Capital Management is a Delaware limited liability company, the principal business of which is to serve as investment manager to certain investment funds, including Sigma Capital Associates, and to control the investing and trading in securities of these investment funds. Mr. Cohen is a United States citizen, the principal business of whom is to serve as the principal of certain investment managers, including Sigma Capital Management. Sigma Capital Management is owned by S.A.C. Capital Management, LLC, and Mr. Cohen directly and indirectly owns all of the equity interests of S.A.C. Capital Management, LLC. The address of the principal business office of Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902. The address of the principal business office of Sigma Capital Management is 540 Madison Avenue, New York, New York 10022.

S.A.C. Capital Management, L.P., S.A.C. Capital Management, LLC, S.A.C. Capital International, Ltd., S.A.C. Global Diversified Fund, Ltd., S.A.C. Multi-Strategy Fund, Ltd. and S.A.C. Multi-Strategy Fund, L.P. are affiliates of the SAC Reporting Persons and signatories to Equity Commitment Letters and the Interim Investors Agreement (as each is defined below). They do not beneficially own any Laureate Common Stock and are not Reporting Persons.

Each of Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P. and Citigroup Capital Partners II Onshore, L.P. is a Delaware limited partnership that (directly and indirectly through subsidiaries or affiliated companies or both) is principally engaged in the business of investing in equity, debt, derivative and other securities and assets.

CGI CPE LLC is a Delaware limited liability company that (directly and indirectly through subsidiaries or affiliated companies or both) is principally engaged in the business of investing in equity, debt, derivative and other securities and assets.

Citigroup Capital Partners II Cayman Holdings, L.P. is a Cayman Islands limited partnership that (directly and indirectly through subsidiaries or affiliated companies or both) is principally engaged in the business of investing in equity, debt, derivative and other securities and assets.

Citigroup Private Equity LP, a Delaware limited partnership, is the sole general partner of each of Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P. Citigroup Private Equity LP (directly and indirectly through subsidiaries or affiliated companies or both) is principally engaged in the business of investing in equity, debt, derivative and other securities and assets.

Citigroup Alternative Investments LLC, a Delaware limited liability company, is the sole general partner of Citigroup Private Equity LP. Citigroup Alternative Investments LLC is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, principally engaged in investment management.

Citigroup Investments Inc., a Delaware corporation, is the owner of all the membership interests of Citigroup Alternative Investments LLC. Citigroup Investments Inc. is a holding company principally engaged, through its subsidiaries, in financial management and other related services.

CGI Private Equity LP, LLC, a Delaware limited liability company, is the owner of all of the membership interests of CGI CPE LLC and is the sole general partner of Citigroup Capital Partners II 2007 Citigroup Investment, L.P. CGI Private Equity LP, LLC (directly and indirectly through subsidiaries or affiliated companies or both) is principally engaged in the business of investing in equity, debt, derivative and other securities and assets.

Citicorp Banking Corporation, a Delaware corporation, is the owner of all of the membership interests of CGI Private Equity LP, LLC. Citicorp Banking Corporation is a holding company principally engaged, through its subsidiaries, in the general financial services business.

Citigroup Inc., a Delaware corporation, is the owner of all of the outstanding common stock of Citicorp Banking Corporation and Citigroup Investments Inc. Citigroup Inc. is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers worldwide.

The principal address of each of Citigroup Capital Partners II 2007 Citigroup Investment, L.P, CGI CPE LLC, Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P, Citigroup Private Equity LP, Citigroup Alternative Investments LLC and Citigroup Investments Inc. is 731 Lexington Avenue, 23rd Floor, New York, New York 10022. The principal address of Citicorp Banking Corporation is One Penn’s Way, New Castle, Delaware 19720. The principal address of CGI Private Equity LP, LLC and Citigroup Inc. is 399 Park Avenue, New York, New York 10022. Attached as Schedule I is information concerning each executive officer and director of Citigroup Inc.

Other than as described in Schedule II, during the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

This Item 2 is qualified in its entirety by reference to Schedule I and Schedule II, which are attached hereto and incorporated into this Item by reference.

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ITEM 3.  SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.

The total amount of funds necessary to consummate the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 28, 2007, by and among the Issuer, Wengen Alberta, Limited Partnership (“Parent”) and L Curve Sub Inc., a direct subsidiary of Parent (“Merger Sub”), which are described in Item 4 below, including debt incurred or to remain outstanding in connection with the Transactions, is approximately $4 billion.

Parent has received equity commitment letters, each dated January 28, 2007 (the “Equity Commitment Letters”), from Caisse de dépôt et placement du Québec, Bregal Europe Co-Investment L.P., Citigroup Global Markets Inc., and investment funds and other investors affiliated with or managed by Kohlberg Kravis Roberts & Co., S.A.C. Capital Management, LLC, Citigroup Private Equity, Makena Capital Management LLC, Moore Capital Management, LLC, SPG Partners, LLC, Sterling Partners, Torreal Sociedad de Capital Riesgo de Regimen Simplificado and Southern Cross Capital pursuant to which these funds and entities have committed to contribute an aggregate of approximately $2.1 billion in cash to Parent in exchange for a percentage ownership in Parent that will be calculated on a pro rata basis, based on commitments made to Parent and the valuation of any shares of Laureate Common Stock to be contributed to Parent. The parties to the equity commitment letters have the right to assign all or a portion of their obligations under the equity commitment letters to one or more of their respective affiliates or entities with which they share a common investment advisor that agree to assume the obligations under the equity commitment letters, provided that the assigning parties shall remain obligated to perform their respective obligations to the extent not performed by such assignees. In addition, Citigroup Global Markets Inc.’s committed amount may be reduced, effective at the effective time of the Merger (as defined in Item 4 below), in connection with the syndication of all or a portion of its committed amount to other investors. The obligation to fund commitments under each of the Equity Commitment Letters is subject to the satisfaction or waiver by Parent of the conditions precedent to Parent’s obligation to consummate the Merger. The Issuer is an express third party beneficiary of each of the Equity Commitment Letters and is entitled to enforce the obligations of the parties to the Equity Commitment Letters directly against such parties in the event of a willful and material breach of such obligations, but only to the extent of such party’s cash commitment thereunder. The Equity Commitment Letters terminate 30 days following the valid termination of the Merger Agreement. This summary of the Equity Commitment Letters does not purport to be complete and, with respect to the Equity Commitment Letters from investment funds and other investors affiliated with or managed by S.A.C. Capital Management, LLC or Citigroup Inc., is qualified in its entirety by reference to the Equity Commitment Letters from S.A.C. Capital Management, L.P., S.A.C. Capital Management, LLC, S.A.C. Capital International, Ltd., S.A.C. Global Diversified Fund, Ltd., S.A.C. Multi-Strategy Fund, Ltd., S.A.C. Multi-Strategy Fund, L.P., Citigroup Global Markets Inc., Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P. and CGI CPE LLC, which are referenced herein as Exhibit 7.19 through 7.30 and incorporated by reference in their entirety into this Item 3.

Parent has received rollover equity commitment letters, each dated January 28, 2007 (the “Rollover Equity Commitment Letters”), from Messrs. Douglas Becker and Steven Taslitz, and certain trusts affiliated with each of them (the “Rollover Investors”), pursuant to which the Rollover Investors have committed to contribute to Parent an aggregate of 636,436 shares of Laureate Common Stock which, based on the merger consideration of $60.50 per share of Laureate Common Stock in connection with the Merger, have an aggregate value of approximately $38.5 million in exchange for a percentage ownership in Parent that will be calculated on a pro rata basis, based on

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commitments made to Parent and the valuation of any shares of Laureate Common Stock to be contributed to Parent. In addition, Mr. Douglas Becker has committed to invest $25 million in equity in Parent, and has the right to, and is expected to, assign such obligation to one or more of his affiliates. The shares contributed to Parent by or on behalf of the Rollover Investors will be canceled and retired, and will not be entitled to receive any merger consideration upon consummation of the Merger. The Issuer is an express third party beneficiary of each of the Rollover Investors’ commitment letters and is entitled to enforce the obligations of the Rollover Investors directly against the Rollover Investors in the event of a willful and material breach of such obligations, but only to the extent of each Rollover Investor’s respective commitment. The commitments of the Rollover Investors terminate 30 days following the valid termination of the Merger Agreement. This summary of the Rollover Equity Commitment Letters does not purport to be complete and is qualified in its entirety by reference to the Rollover Equity Commitment Letters, which are referenced herein as Exhibits 7.02 through 7.06 and incorporated by reference in their entirety into this Item 3.

Merger Sub has received a debt commitment letter, dated as of January 28, 2007 (the “Debt Commitment Letter”), from Goldman Sachs Credit Partners L.P. and Citigroup Global Markets Inc. (the “Debt Financing Sources”) pursuant to which, subject to the conditions set forth therein, (a) each of the Debt Financing Sources has severally and not jointly committed to provide (each committing to 50%) to the Issuer or Merger Sub up to an aggregate of $1.15 billion of senior secured credit facilities for the purpose of financing the Merger, repaying or refinancing certain existing indebtedness of the Issuer and its subsidiaries, paying fees and expenses incurred in connection with the Merger and providing ongoing working capital and for other general corporate purposes of the Issuer and its subsidiaries following consummation of the Merger, (b) each of the Debt Financing Sources has severally and not jointly committed to provide (each committing to 50%) to the Issuer or Merger Sub up to an aggregate of $725 million of senior unsecured increasing rate loans under a bridge facility for the purpose of financing the Merger, repaying or refinancing certain existing indebtedness of the Issuer and its subsidiaries and paying fees and expenses incurred in connection with the Merger, and (c) each of the Debt Financing Sources has severally and not jointly committed to provide (each committing to 50%) to the Issuer or Merger Sub up to an aggregate of $325 million of senior subordinated increasing rate loans under a bridge facility for the purpose of financing the Merger, repaying or refinancing certain existing indebtedness of the Issuer and its subsidiaries and paying fees and expenses incurred in connection with the Merger. The debt commitments, in the aggregate, total approximately $2.2 billion and will expire on October 21, 2007. This summary of the Debt Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Debt Commitment Letter, which is referenced herein as Exhibit 7.07 and incorporated by reference in its entirety into this Item 3.

Funds for the purchase of the shares of Laureate Common Stock reported herein by the SAC Reporting Persons were derived from investment funds of Sigma Capital Associates. A total of approximately $1,717,094 was paid to acquire such shares. Such shares were acquired through, and are held by Sigma Capital Associates in, a commingled margin account maintained at Goldman Sachs & Co., which may extend margin credit as and when required to open or carry positions in the margin account, subject to applicable federal margin regulations, stock exchange rules and the firm’s credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin account may from time to time have debit balances. Since other securities are held in the margin account, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Laureate Common Stock reported herein by the SAC Reporting Persons.

ITEM 4.  PURPOSE OF TRANSACTION

On January 28, 2007, Parent, Merger Sub and the Issuer entered into the Merger Agreement, pursuant to which Merger Sub, a direct subsidiary of Parent, will, following the satisfaction or waiver of certain conditions, merge with and into the Issuer, with the Issuer continuing as the surviving corporation (the “Merger”). As a result of the Merger, the Issuer will cease to be a publicly traded company and will become wholly owned by Parent. Parent is owned by a consortium of investment funds and other investors which includes Caisse de dépôt et placement du Québec, Bregal Europe Co-Investment L.P., Citigroup Global Markets Inc. and investment funds and other investors affiliated with or managed by Kohlberg Kravis Roberts & Co., Torreal Sociedad de Capital Riesgo de Regimen Simplificado S.A., S.A.C. Capital Management, LLC, Citigroup Private Equity, Makena Capital Management LLC, Moore Capital Management, LLC, SPG Partners, LLC, Sterling Partners and Southern Cross Capital, as well as Messrs. Douglas Becker and Taslitz.

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At the effective time of the Merger, unless otherwise agreed between a holder of Laureate Common Stock and Parent, each share of the Laureate Common Stock (including any restricted shares) issued and outstanding immediately prior to the effective time of the Merger, including shares of Laureate Common Stock held in the respective 401(k) accounts of each of Messrs. Douglas Becker and Hoehn-Saric, other than the shares of Laureate Common Stock owned by Parent immediately prior to the effective time of the Merger, including shares acquired by Parent from the Rollover Investors, will automatically be canceled and will cease to exist and will be converted into the right to receive $60.50 in cash, without interest and less any applicable withholding taxes.

Except as otherwise agreed by Parent and a holder of options to acquire Laureate Common Stock or of unvested restricted shares, or as otherwise provided in the Merger Agreement, to the extent applicable, outstanding options, unvested restricted shares and performance share units will, as of the effective time of the Merger, be treated as follows: (a) all outstanding options to acquire Laureate Common Stock will be canceled and, in exchange for such cancellation, each holder will be entitled to receive from the surviving corporation promptly following the consummation of the Merger a cash payment equal to the number of shares of Laureate Common Stock underlying the holder’s option or options multiplied by the amount by which $60.50 exceeds the exercise price for each share of Laureate Common Stock underlying the option or options, without interest and less any applicable withholding taxes, (b) each unvested Issuer restricted share outstanding immediately prior to the consummation of the Merger will vest and become free of restrictions and will be canceled and converted into the right to receive $60.50, without interest and less any applicable withholding taxes, in the Merger, and (c) the performance share units and, to the extent not previously exercised, options to purchase shares of Laureate Common Stock held by Mr. Douglas Becker, and, to the extent not previously exercised, the options to purchase shares of the Laureate Common Stock held by Mr. Hoehn-Saric, are expected to be cancelled in exchange for the surviving corporation establishing a new deferred compensation plan for each of them, under which plans these two individuals will have rights to receive cash payments in the future, which plans will have an aggregate initial value of approximately $126.7 million, assuming Messrs. Douglas Becker and Hoehn-Saric do not exercise any options to purchase shares of Laureate Common Stock prior to the consummation of the Merger.

The Merger Agreement provides that, in connection with the consummation of the Merger, specified unvested options to purchase Laureate Common Stock and specified unvested Issuer restricted shares will be canceled without payment therefor and, in lieu of making the payments described above, the surviving corporation will establish a retention bonus award plan, pursuant to which each holder of such a canceled option or restricted share will be entitled to receive a cash payment, without interest and less any applicable withholding taxes, equivalent to the amount the holder otherwise would have received for such award promptly following the consummation of the Merger in respect of such canceled options and restricted shares, provided that the holder remains employed by the surviving corporation through the first (or second, for certain employees) anniversary of the consummation of the Merger.

At the effective time of the Merger, the directors of Merger Sub will become the directors of the Issuer and the current officers of the Issuer will remain the officers of the Issuer, other than those whom Parent determines shall not remain as officers of the Issuer. The articles of incorporation of the Issuer will be the articles of incorporation of the Issuer until thereafter amended in accordance with Maryland law. The bylaws of Merger Sub in effect immediately prior to the effective time of the Merger will become the bylaws of the Issuer.

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Consummation of the Merger is subject to various conditions, including the availability to Parent and Merger Sub of debt financing and various other conditions, including approval of the Merger by the Issuer’s stockholders, certain responses from the United States Department of Education and other customary closing conditions.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is referenced herein as Exhibit 7.08, the Rollover Equity Commitment Letter of Douglas Becker, which is referenced herein as Exhibit 7.02, the Rollover Equity Commitment Letter of Steven Taslitz, which is referenced herein as Exhibit 7.03, the Rollover Equity Commitment Letter of KJT Gift Trust, which is referenced herein as Exhibit 7.04, the Rollover Equity Commitment Letter of The Irrevocable BBHT II IDGT, which is referenced herein as Exhibit 7.05, the Rollover Equity Commitment Letter of Irrevocable Grantor Retained Annuity Trust No. 11, which is referenced herein as Exhibit 7.06, the Debt Commitment Letter, which is referenced herein as Exhibit 7.07, and the Commitment Letter Agreement (as defined below), which is referenced herein as Exhibit 7.09, which agreements are incorporated by reference in their entirety into this Item 4.

In connection with the Transactions, the Rollover Investors entered into a Voting Agreement with Parent and the Issuer, dated as of January 28, 2007 (the “Voting Agreement”), pursuant to which the Rollover Investors agreed, subject to certain conditions, to vote their respective shares of Laureate Common Stock (i) in favor of the adoption of the Merger Agreement, (ii) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Merger Agreement, or of any of the Rollover Investors, and (iii) against any proposals for the acquisition of the Issuer or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the Voting Agreement or the performance by any of the Rollover Investors of their respective obligations under the Voting Agreement. The Voting Agreement shall terminate upon the earlier to occur of (i) the consummation of the Merger and (ii) the date of termination of the Merger Agreement in accordance with its terms. Messrs. Hoehn-Saric and Eric Becker and Mrs. Jill E. Becker subsequently agreed in the Commitment Letter Agreement to vote (or cause to be voted) his or her shares of Laureate Common Stock in accordance with the Voting Agreement and to otherwise be bound by the agreements, covenants and conditions set forth in the Voting Agreement. This summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is referenced herein as Exhibit 7.10 and the Commitment Letter Agreement, which is referenced herein as Exhibit 7.09, all of which agreements are incorporated by reference in their entirety into this Item 4.

The parties to the Equity Commitment Letters and the Rollover Investors (collectively the “Investor Group”) entered into an Interim Investors Agreement of Parent, dated as of January 28, 2007 (the “Interim Investors Agreement”), which will govern their conduct in respect of the Transactions between the time of the signing of the Merger Agreement and the effective time of the Merger or the termination of the Merger Agreement, whichever is earlier. Pursuant to the Interim Investors Agreement, pending consummation of the Merger, actions of Parent must be approved by four out of the following six parties: (i) Messrs. Douglas Becker and Steven Taslitz, acting together, (ii) Kohlberg Kravis

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Roberts & Co., (iii) Citigroup Private Equity, (iv) SPG Partners, LLC, (v) S.A.C. Capital Management, LLC and (vi) Bregal Europe Co-Investment L.P. (the “Requisite Investors”). Under the Interim Investors Agreement, until the earlier of the closing and the termination of the Merger Agreement, none of the members of the Investor Group (other than Mr. Douglas Becker, but only to the extent expressly required by a cooperation agreement entered into by Mr. Douglas Becker and the Issuer) may enter into any agreement, arrangement or understanding or have discussions with any other potential investor(s) or acquirer(s) of the Issuer or any of its representatives with respect to an alternative transaction involving the Issuer without the prior approval of the Requisite Investors. This summary of the Interim Investors Agreement does not purport to be complete and is qualified in its entirety by reference to the Interim Investors Agreement, which is referenced herein as Exhibit 7.11 and incorporated by reference in its entirety into this Item 4.

The entry of the parties into the Merger Agreement was announced by the Issuer in a Press Release (the “Press Release”) dated January 29, 2007. The Press Release is referenced herein as Exhibit 7.12 and is incorporated by reference in its entirety into this Item 4.

In connection with the Transactions, Mr. Hoehn-Saric, a member of the Board of Directors of the Issuer, Eric Becker and Jill Becker (the “Selling Shareholders”) entered into a Commitment Letter Agreement (the “Commitment Letter Agreement”), dated March 13, 2007, pursuant to which the Selling Shareholders (a) shall, immediately prior to the Merger, sell to Parent each share of Laureate Common Stock held by such Selling Shareholder in exchange for $60.50 in cash for each such share and (b) agreed to be bound by the terms of the Voting Agreement. This summary of the Commitment Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter Agreement, which is referenced herein as Exhibit 7.09 and incorporated by reference in its entirety into this Item 4.

The shares of Laureate Common Stock held by Sigma Capital Associates were acquired by Sigma Capital Associates at the direction of Sigma Capital Management through open market purchases during the normal course of Sigma Capital Associates’ investment activities.

The purpose of the Transactions is to acquire all of the outstanding shares of Laureate Common Stock. If the Transactions are consummated, the Laureate Common Stock will be delisted from the Nasdaq Global Select Market and will cease to be registered under the Act, and the Issuer will be privately held by Parent.

Other than as described above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals. However, the Reporting Persons intend to review continuously their respective investments in the Issuer and the Issuer’s business affairs, financial position, capital needs and general industry and economic conditions, and, based on such review as well as general economic, market and industry conditions and prospects existing at the time, the Reporting Persons may, from time to time (subject to any then existing legal or contractual limitations), determine to increase their respective ownership of Laureate Common Stock (including through the exercise of options to acquire shares of Laureate Common Stock, through open market purchases, in privately negotiated transactions, through a tender or exchange offer or a merger, reorganization or comparable transaction or otherwise), approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D. Alternatively, subject to market conditions and other considerations, the Reporting Persons may sell all or a portion of Laureate Common Stock owned by the Reporting Persons in the open market, in privately negotiated transactions, through a public offering or otherwise, but, except as otherwise provided herein, the Reporting Persons currently have no intention of selling any shares of Laureate Common Stock.

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In anticipation of or following consummation of the Merger, Parent and the management and/or board of directors of the surviving corporation may review the surviving corporation and its assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what changes, if any, would be desirable following the Merger to enhance the business and operations of the surviving corporation and may cause the surviving corporation to engage in transactions that could include: (i) an extraordinary corporate transaction involving the Issuer’s corporate structure, business, or management such as merger, acquisition, reorganization or liquidation, (ii) the relocation of material operations or sale or transfer of a material amount of assets or (iii) any other change in the business of the surviving corporation. The Reporting Persons expressly reserve the right to make any changes they deem appropriate in light of such evaluation and review or in light of future developments.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a)-(b)               As a result of certain matters described in Item 4 above, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act.  However, neither the present filing nor anything contained herein shall be construed as an admission that all or any of the Reporting Persons constitute a “group” within the meaning of Rule 13d-5(b) under the Act.  As a member of a group, each Reporting Person may be deemed to beneficially own all of the Laureate Common Stock beneficially owned by the members of the group as a whole.  The Reporting Persons beneficially own in the aggregate approximately 3,884,854 shares of Laureate Common Stock, which represent approximately 7.5% of the class (based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007, as reported in the Proxy Statement).  Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. The securities reported herein as being beneficially owned by the SAC Reporting Persons do not include any securities held by the Sterling Reporting Persons or the Citi Reporting Persons or any other person or entity other than the various accounts under the SAC Reporting Persons’ management and control. The securities reported herein as being beneficially owned by the Citi Reporting Persons do not include any securities held by the Sterling Reporting Persons or the SAC Reporting Persons or any other person or entity other than the various accounts under the Citi Reporting Persons’ management and control. In addition, the Reporting Persons have been informed that a fund advised by the investment manager to Moore Macro Fund, LP, which is a party to an Equity Commitment Letter and the Interim Investors Agreement, owns 10,000 shares of Laureate Common Stock.

Such shares of Laureate Common Stock are beneficially owned by the Reporting Persons as follows:

		Aggregate Number Beneficially Owned		Percentage of Class (1)		Sole Power to Vote or Direct the Vote		Shared Power to Vote or Direct the Vote		Sole Power to Dispose or Direct the Disposition		Shared Power to Dispose or Direct the Disposition
Douglas L. Becker		1,984,916	(2)	3.7	%	1,784,291		200,625	(3)	1,784,291		200,625	(3)
R. Christopher Hoehn-Saric		1,354,763	(4)	2.6	%	1,354,763		0		1,354,763		0
Steven M. Taslitz		268,845	(5)	0.5	%	268,845		68,845	(6)	200,000		68,845	(6)
Eric D. Becker		276,330	(7)	0.5	%	268,845		0		268,845		0
Sigma Capital Management, LLC		40,000	(8)	0.1	%	0		40,000	(8)	0		40,000	(8)
Steven A. Cohen		40,000	(8)	0.1	%	0		40,000	(8)	0		40,000	(8)
Citigroup Capital Partners II Employee Master Fund, L.P.		0		0		0		0		0		0
Citigroup Capital Partners II Onshore, L.P.		0		0		0		0		0		0
Citigroup Capital Partners II Cayman Holdings, L.P.		0		0		0		0		0		0
Citigroup Private Equity LP		0		0		0		0		0		0
Citigroup Alternative Investments LLC		0		0		0		0		0		0
Citigroup Investments Inc.		0		0		0		0		0		0
Citigroup Capital Partners II 2007 Citigroup Investment, L.P.		0		0		0		0		0		0
CGI CPE LLC		0		0		0		0		0		0
CGI Private Equity LP, LLC		0		0		0		0		0		0
Citicorp Banking Corporation		0		0		0		0		0		0
Citigroup Inc.		61,400	(9)	0.1	%	0		61,400	(9)	0		61,400	(9)

(1)            Based on 51,881,859 outstanding shares of Laureate Common Stock as of March 15, 2007 (as reported in the Proxy Statement).

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(2)            Includes (i) 131,780 shares of Laureate Common Stock that Mr. Douglas Becker may be deemed to beneficially own as settlor of the Irrevocable Grantor Retained Annuity Trust No. 11, (ii) 68,845 shares of Laureate Common Stock that Mr. Douglas Becker may be deemed to beneficially own as settlor of The Irrevocable BBHT II IDGT Dtd. 2/19/03 trust, and (iii) 1,544,260 shares of Laureate Common Stock that may be acquired upon exercise of options that are exercisable as of the date of this Statement or within 60 days hereafter. Mr. Douglas Becker expressly disclaims any and all beneficial ownership of any shares of Laureate Common Stock held by the Irrevocable Grantor Retained Annuity Trust No. 11 and The Irrevocable BBHT II IDGT Dtd. 2/19/03 trust.

(3)            Marianne Schmitt Hellauer, the trustee of the Douglas Becker GRAT #11 trust and The Irrevocable BBHT II IDGT Dtd. 2/19/03 trust, has voting and dispositive power over the shares of Laureate Common Stock held by such trusts. Marianne Schmitt Hellauer is a partner at the law firm of DLA Piper US LLP, 6225 Smith Avenue, Baltimore, MD 21209-3600 and a citizen of the U.S.A. To the knowledge of Mr. Douglas Becker, during the last five years, Marianne Schmitt Hellauer has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

(4)            Includes 1,031,677 shares of Laureate Common Stock that may be acquired upon exercise of options that are exercisable as of the date of this Statement or within 60 days hereafter.

(5)            Includes 68,845 shares of Laureate Common Stock that Mr. Taslitz may be deemed to beneficially own as a co-trustee and business and investment advisor of the KJT Gift Trust. Mr. Taslitz expressly disclaims any and all beneficial ownership of such shares.

(6)            Bruce L. Goldman, the co-trustee of the KJT Gift Trust, has dispositive power over the shares of Laureate Common Stock held by such trust. Bruce L. Goldman is a Partner with the trading firm Cat in the Hat II, LLC, 111 W. Jackson Blvd., 20th Floor, Chicago, IL 60604 and is a citizen of the U.S.A. To the knowledge of Mr. Taslitz, during the last five years, Bruce L. Goldman has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

(7)            Includes 7,485 shares of Laureate Common Stock held directly by Mr. Eric Becker’s spouse, Jill E. Becker.     Mr. Eric Becker expressly disclaims any and all beneficial ownership of such shares.

(8)            Pursuant to an investment management agreement, Sigma Capital Management exercises investment and voting power with respect to the 40,000 shares of Laureate Common Stock held by Sigma Capital Associates. Accordingly, Sigma Capital Management may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own the 40,000 shares of Laureate Common Stock held by Sigma Capital Associates. Mr. Cohen controls Sigma Capital Management. Accordingly, Mr. Cohen may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own the 40,000 shares of Laureate Common Stock held by Sigma Capital Associates. Sigma Capital Management is owned by S.A.C. Capital Management, LLC, and Mr. Cohen directly and indirectly owns all of the equity interests of S.A.C. Capital Management, LLC. A portfolio manager of Sigma Capital Management owns 2,400 shares of Laureate Common Stock for his personal account and an additional 100 shares of Laureate Common Stock are held in his IRA account. This portfolio manager also has investment discretion over an account that holds an additional 300 shares of Laureate Common Stock. Each of the SAC Reporting Persons disclaims beneficial ownership of these 2,800 shares, which shares are not reflected in this table.

(9)            Includes 61,400 shares of common stock directly beneficially owned by certain subsidiaries of Citigroup Inc.

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(c)                                  The following is a list of transactions in shares of Laureate’s Common Stock, which to the best knowledge of Citigroup Inc., have been effected during the period commencing January 12, 2007 and ending March 20, 2007 (excluding the transactions that may have been effected for managed accounts with funds provided by third party customers) in the ordinary course of business. Citigroup Global Markets Inc., a wholly owned subsidiary of Citigroup Inc., engaged in open market transactions which are summarized below to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:

Description of Security		Date		Quantity		Low		High		Buy (B)/ Sell (S)
Common Stock		1/12/2007		1,405		50.46		51.00		B
Common Stock		1/12/2007		1,952		50.79		50.91		S
Common Stock		1/16/2007		3,962		51.00		51.26		B
Common Stock		1/16/2007		323		51.08		51.43		S
Common Stock		1/17/2007		19,939		51.12		51.86		B
Common Stock		1/17/2007		1,794		51.12		51.86		S
Common Stock		1/18/2007		3,978		51.27		51.63		B
Common Stock		1/18/2007		4,113		51.40		51.62		S
Common Stock		1/19/2007		9,727		52.30		53.56		B
Common Stock		1/19/2007		3,075		52.15		53.12		S
Common Stock		1/22/2007		1,884		53.05		54.01		B
Common Stock		1/22/2007		956		53.05		54.02		S
Common Stock		1/23/2007		7,227		53.92		54.61		B
Common Stock		1/23/2007		4,353		53.90		54.66		S
Common Stock		1/24/2007		6,866		53.58		54.40		B
Common Stock		1/24/2007		9,050		53.58		54.40		S
Common Stock		1/25/2007		609		53.64		53.92		B
Common Stock		1/25/2007		366		53.55		53.92		S
Common Stock		1/26/2007		7,212		54.07		54.41		B
Common Stock		1/26/2007		1,284		53.89		54.41		S
Common Stock		1/29/2007		199,993		54.41		61.90		B
Common Stock		1/29/2007		64,023		54.41		61.68		S
Common Stock		1/30/2007		2,771		60.30		60.55		B
Common Stock		1/30/2007		6,186		59.51		60.50		S
Common Stock		1/31/2007		12,211		60.30		60.55		B
Common Stock		1/31/2007		1,902		60.34		60.55		S
Common Stock		2/1/2007		51,416		60.15		60.33		B
Common Stock		2/1/2007		1,121		60.15		60.44		S
Common Stock		2/2/2007		27,560		59.99		60.08		B
Common Stock		2/2/2007		1,214		60.00		60.22		S
Common Stock		2/5/2007		1,182		59.80		60.02		B
Common Stock		2/5/2007		3,157		59.77		60.02		S
Common Stock		2/6/2007		3,531		59.80		60.01		B
Common Stock		2/6/2007		28,664		59.80		59.99		S
Common Stock		2/7/2007		2,606		59.64		59.82		B
Common Stock		2/7/2007		4,520		59.64		59.83		S
Common Stock		2/8/2007		945		59.69		59.80		B
Common Stock		2/8/2007		280		59.79		59.79		S
Common Stock		2/9/2007		8,201		59.58		59.73		B
Common Stock		2/9/2007		20,627		59.51		59.77		S
Common Stock		2/12/2007		261		59.51		59.61		S
Common Stock		2/13/2007		17,083		59.46		59.71		B
Common Stock		2/13/2007		34,057		59.48		59.71		S
Common Stock		2/14/2007		56,688		59.50		59.63		B
Common Stock		2/14/2007		100,638		59.50		59.64		S
Common Stock		2/15/2007		44,101		59.74		59.80		B
Common Stock		2/15/2007		6,479		59.69		59.81		S
Common Stock		2/16/2007		15,750		59.82		59.99		B
Common Stock		2/16/2007		7,725		59.81		59.92		S
Common Stock		2/20/2007		37,085		59.55		59.58		B
Common Stock		2/20/2007		23,470		59.55		59.78		S
Common Stock		2/21/2007		1,488		59.40		59.68		B
Common Stock		2/21/2007		3,635		59.45		59.59		S
Common Stock		2/22/2007		2,924		59.81		60.43		B
Common Stock		2/22/2007		759		59.70		60.43		S
Common Stock		2/23/2007		3,919		60.24		60.30		B
Common Stock		2/23/2007		7,515		60.23		60.30		S
Common Stock		2/26/2007		564		60.36		60.40		B
Common Stock		2/26/2007		5,511		60.13		60.43		S
Common Stock		2/27/2007		20,306		59.60		60.40		B
Common Stock		2/27/2007		3,802		59.59		60.40		S
Common Stock		2/28/2007		92,332		59.65		59.95		B
Common Stock		2/28/2007		74,986		59.56		59.96		S
Common Stock		3/1/2007		8,964		59.28		59.56		B
Common Stock		3/1/2007		28,978		59.28		59.55		S
Common Stock		3/2/2007		4,488		59.41		60.29		B
Common Stock		3/2/2007		3,868		59.41		60.39		S
Common Stock		3/5/2007		34,161		59.73		60.00		B
Common Stock		3/5/2007		30,220		59.75		60.05		S
Common Stock		3/6/2007		2,109		59.95		60.01		B
Common Stock		3/6/2007		3,391		59.87		60.03		S
Common Stock		3/7/2007		322		59.68		59.99		B
Common Stock		3/7/2007		7,408		59.68		60.04		S
Common Stock		3/8/2007		1,998		59.66		59.74		B
Common Stock		3/8/2007		2,159		59.63		59.74		S
Common Stock		3/9/2007		14,338		59.88		59.98		B
Common Stock		3/9/2007		14,635		59.73		60.10		S

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Description of Security		Date		Quantity		Low		High		Buy (B)/ Sell (S)
Common Stock		3/12/2007		619		59.56		59.65		B
Common Stock		3/12/2007		2,667		59.58		59.58		S
Common Stock		3/13/2007		405		59.54		59.56		B
Common Stock		3/13/2007		1,195		59.51		59.70		S
Common Stock		3/14/2007		1,728		59.25		59.28		B
Common Stock		3/14/2007		NA		NA		NA		S
Common Stock		3/15/2007		6,396		59.11		59.28		B
Common Stock		3/15/2007		28,355		59.02		59.25		S
Common Stock		3/16/2007		1,030		59.08		59.19		B
Common Stock		3/16/2007		5,211		59.00		59.12		S
Common Stock		3/19/2007		431		58.02		59.02		B
Common Stock		3/19/2007		3,139		58.50		59.14		S
Common Stock		3/20/2007		3,241		58.49		58.70		B
Common Stock		3/20/2007		10,772		58.49		58.70		S

 

 

(d)                                 Mr. Douglas Becker, Mr. Hoehn-Saric, Mr. Taslitz, Mr. Eric Becker and Sterling Partners I, L.L.C. entered into an Agreement of Limited Partnership (the “Partnership Agreement”) of Sterling Partners I, L.P. (the “Partnership”) on January 20, 1999. The Partnership Agreement converted a general partnership among Mr. Douglas Becker, Mr. Hoehn-Saric, Mr. Taslitz and Mr. Eric Becker (the “Sterling Founders”) that was effective as of January 1, 1994 into a limited partnership. The intent of the Partnership Agreement is that the Sterling Founders share equally, on an after-tax basis, in the aggregate of certain amounts received by the Sterling Founders in connection with services rendered by them to certain entities, including the Issuer. The Partnership Agreement provides, in certain circumstances, and subject to contractual restrictions, that securities received by a Sterling Founder in connection with services rendered shall be assigned or transferred to the Partnership or the other Sterling Founders pro rata as soon as practicable after such assignment or transfer is permitted by contract and applicable law. The Partnership Agreement further provides that if such securities or other property are not transferable or assignable, the rights to receive the net proceeds of such property upon disposition shall be so transferred or assigned. Prior to any such transfer or assignment to the Partnership or Sterling Founders, each Sterling Founder shall have the right to vote and dispose of any such securities.

As a result, each Sterling Founder would be entitled under the Partnership Agreement to receive an equal share of, on an after tax basis, any dividends on, or the proceeds from the sale of, the shares of Laureate Common Stock underlying (i) the options to purchase 1,544,260 shares of Laureate Common Stock and the 166,000 performance share units and 30,000 shares of restricted stock units convertible into shares of Laureate Common Stock held by Mr. Douglas Becker and (ii) the options to purchase 1,031,677 shares of Laureate Common Stock held by Mr. Hoehn-Saric. Under the Partnership Agreement, Mr. Douglas Becker and Mr. Hoehn-Saric currently each have the right to exercise the options to purchase shares of Laureate Common Stock held by him and to vote and dispose of the shares acquired upon such exercise, and Mr. Douglas Becker would have the right to vote and dispose of the shares of Laureate Common Stock acquired upon a conversion of his performance share units.

The other shares of Laureate Common Stock currently held by the Sterling Founder are not subject to such sharing arrangement.

No person other than Sigma Capital Associates, Sigma Capital Management and Steven A. Cohen is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Laureate Common Stock held by Sigma Capital Associates.

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(e)           Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Items 3, 4 and 5(d) of this statement on Schedule 13D are incorporated herein by reference.

Mr. Douglas Becker and the Issuer are party to a performance shares grant agreement, effective as of January 1, 2004, pursuant to which the Issuer granted 166,000 performance share units to Mr. Douglas Becker that are convertible into shares of Laureate Common Stock on a one-for-one basis. The restrictions lapse ratably over 6 years; provided that, based on certain Issuer performance targets, the lapse of restrictions can be accelerated to 3 years; provided, further, that the units may not be converted into Laureate Common Stock and distributed until the later of 6 months following termination of employment of Mr. Douglas Becker or his resignation from the Board of Directors. This summary of the performance shares grant agreement does not purport to be complete and is qualified in its entirety by reference to the Performance Shares Grant Agreement, which is referenced herein as Exhibit 7.13 and incorporated by reference in its entirety into this Item 6.

Mr. Douglas Becker and the Issuer are party to a restricted stock agreement pursuant to which the Issuer granted 30,000 shares of restricted stock of Laureate Common Stock to Mr. Douglas Becker that vest 25% annually provided that certain target earnings per share of Laureate Common Stock and target revenue metrics are attained in such fiscal year. If Mr. Douglas Becker’s employment with the Issuer ceases for any reason, then all unvested shares of restricted stock will be immediately forfeited to the Issuer.

Effective June 30, 2004, the Issuer entered into an employment agreement with Mr. Douglas Becker (the “Employment Agreement”). The Employment Agreement is for a term of 3 years and provides for salary, benefits and bonuses determined at the discretion of the Board of Directors. The Employment Agreement also provides that Mr. Douglas Becker is eligible to participate in any long term incentive, equity or other non-qualified deferred compensation plan adopted by the Issuer. This summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is referenced herein as Exhibit 7.14 and incorporated by reference in its entirety into this Item 6.

On January 28, 2007, Mr. Douglas Becker entered into a cooperation agreement with the Issuer, the terms of which obligate Mr. Becker, solely in his capacity as Chief Executive Officer of the Issuer, to cooperate with, and not take any action intended to frustrate, delay or impede, the efforts of the Issuer or its representatives to initiate, solicit and encourage any inquiry, proposal or offer relating to any acquisition proposal for the Issuer, to the extent permitted under the terms and conditions of the Merger Agreement, or any alternative transaction agreement entered into following termination of the Merger Agreement. This summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is referenced herein as Exhibit 7.15 and incorporated by reference in its entirety into this Item 6.

As of March 13, 2007, Mr. Douglas Becker holds options to acquire an aggregate of (a) 1,014,433 shares of Laureate Common Stock granted under the 1996 Senior Management Option Plan (see Exhibit 7.16 hereto), (b) 473,577 shares of Laureate Common Stock granted under the 1998 Stock Incentive Plan (see Exhibit 7.17 hereto) and (c) 150,000 shares of Laureate Common Stock granted under the 2005 Stock Incentive Plan (see Exhibit 7.18 hereto). All such options are currently exercisable (or shall become exercisable within 60 days hereafter), except for the options to purchase 93,750 shares of Laureate Common Stock granted under the 2005 Stock Incentive Plan, which vest at a rate of 9,375 shares per quarter. The material terms of Mr. Douglas Becker’s options outstanding as of March 13, 2007 are set forth in the table below.

 

 

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As of March 13, 2007, Mr. Hoehn-Saric holds options to acquire an aggregate of (a) 636,433 shares of Laureate Common Stock granted under the 1996 Senior Management Option Plan (see Exhibit 7.16 hereto), (b) 386,578 shares of Laureate Common Stock granted under the 1998 Stock Incentive Plan (see Exhibit 7.17 hereto) and (c) 13,000 shares of Laureate Common Stock granted under the 2005 Stock Incentive Plan (see Exhibit 7.18 hereto). All such options are currently exercisable (or shall become exercisable within 60 days hereafter), except for the options to purchase 4,334 shares of Laureate Common Stock granted under the 1998 Stock Incentive Plan, which vest at a rate of 541.67 shares per month. The material terms of Mr. Hoehn-Saric’s options outstanding as of March 13, 2007 are set forth in the table below.

 

 

In connection with the consummation of the Merger, the parties to the Interim Investors Agreement intend to enter into an equity holder’s agreement, which will contain provisions regarding corporate governance, board seat allocation, limitations on transfers, drag-along rights, tag-along rights and preemptive rights, as well as other customary provisions found in such agreements.

ITEM 7.                                                     MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit 7.01		Joint Filing Agreement
Exhibit 7.02		Douglas Becker Rollover Equity Commitment Letter dated January 28, 2007 (incorporated by reference to Exhibit 99.(d)(2) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)
Exhibit 7.03		Steven Taslitz Rollover Equity Commitment Letter dated January 28, 2007 (incorporated by reference to Exhibit 99.(d)(8) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)
Exhibit 7.04		KJT Gift Trust Rollover Equity Commitment Letter dated January 28, 2007 (incorporated by reference to Exhibit 99.(d)(7) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)
Exhibit 7.05		The Irrevocable BBHT II IDGT Rollover Equity Commitment Letter dated January 28, 2007 (incorporated by reference to Exhibit 99.(d)(5) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)
Exhibit 7.06		Irrevocable Grantor Retained Annuity Trust No. 11 Rollover Equity Commitment Letter dated January 28, 2007 (incorporated by reference to Exhibit 99.(d)(6) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)
Exhibit 7.07		Goldman Sachs Credit Partners L.P. and Citigroup Global Markets Inc. Debt Commitment Letter dated January 28, 2007 (incorporated by reference to Exhibit 99.(b)(1) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)
Exhibit 7.08		Agreement and Plan of Merger dated January 28, 2007 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on January 29, 2007)
Exhibit 7.09		R. Christopher Hoehn-Saric, Eric Becker and Jill Becker Commitment Letter Agreement dated January 28, 2007 (incorporated by reference to Exhibit 99.(d)(9) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)
Exhibit 7.10		Voting Agreement dated January 28, 2007 (incorporated by reference to Exhibit 99.(d)(4) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)
Exhibit 7.11		Interim Investors Agreement of Wengen Alberta, Limited Partnership dated as of January 28, 2007 (incorporated by reference to Exhibit 99.(d)(3) of the Schedule 13E-3 filed by the Reporting Persons and certain additional parties on March 16, 2007)

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Exhibit 7.12		Press Release dated January 28, 2007 issued by Laureate Education, Inc. (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Issuer on January 29, 2007)
Exhibit 7.13		Performance Shares Grant Agreement with Douglas L. Becker (incorporated by reference to the Issuer’s Form 10-K filed March 11, 2005)
Exhibit 7.14		Employment Agreement with Douglas L. Becker (incorporated by reference to the Issuer’s Form 10-K filed March 11, 2005)
Exhibit 7.15		Cooperation Agreement dated January 28, 2007
Exhibit 7.16		Senior Management Option Plan dated March 29, 1996 (incorporated by reference to the Issuer’s Form 10-K filed March 31, 1997)
Exhibit 7.17		Sylvan Learning Systems, Inc. 1998 Stock Incentive Plan (incorporated by reference to the Issuer’s 1998 Proxy Statement filed April 21, 1998)
Exhibit 7.18		Laureate Education, Inc. 2005 Stock Incentive Plan, as amended (incorporated by reference to the Issuer’s Current Report on Form 8-K filed on June 23, 2005 and the Issuer’s 2006 Proxy Statement filed on May 1, 2006).
Exhibit 7.19		S.A.C. Capital Management, L.P. Equity Commitment Letter dated January 28, 2007
Exhibit 7.20		S.A.C. Capital Management, LLC Equity Commitment Letter dated January 28, 2007
Exhibit 7.21		S.A.C. Capital International, Ltd. Equity Commitment Letter dated January 28, 2007
Exhibit 7.22		S.A.C. Global Diversified Fund, Ltd. Equity Commitment Letter dated January 28, 2007
Exhibit 7.23		S.A.C. Multi-Strategy Fund, Ltd. Equity Commitment Letter dated January 28, 2007
Exhibit 7.24		S.A.C. Multi-Strategy Fund, L.P. Equity Commitment Letter dated January 28, 2007
Exhibit 7.25		Citigroup Global Markets Inc. Equity Commitment Letter dated January 28, 2007
Exhibit 7.26		Citigroup Capital Partners II 2007 Citigroup Investment, L.P. Commitment Letter dated January 28, 2007
Exhibit 7.27		Citigroup Capital Partners II Employee Master Fund, L.P. Commitment Letter dated January 28, 2007
Exhibit 7.28		Citigroup Capital Partners II Onshore, L.P. Commitment Letter dated January 28, 2007
Exhibit 7.29		Citigroup Capital Partners II Cayman Holdings, L.P. Commitment Letter dated January 28, 2007
Exhibit 7.30		CGI CPE LLC Commitment Letter dated January 28, 2007

 

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