Laureate Education begins Dutch auction tender offers for 10¼%/11% toggle notes, 11¾% notes

By Angela McDaniels

Tacoma, Wash., Feb. 9 - Laureate Education, Inc. has begun tender offers for its $448.07 million of outstanding 10¼%/11% senior toggle notes due 2015 and its $310 million of outstanding 11¾% senior subordinated notes due 2017, according to a company news release.

In each of the offers, the company is offering to buy the maximum principal amount of notes that it can purchase for $20 million.

The purchase price will be determined via a modified Dutch auction. Each holder who tenders must specify a bid price of $520 to $620 per $1,000 principal amount of notes.

The clearing price for each offer will be the lowest bid price that, for all tenders at a bid price that is equal to or less than this lowest single bid price, will allow Laureate to purchase the maximum payment amount.

If the amount of notes tendered in an offer is less than the maximum payment amount, the clearing price will be the highest bid price tendered in that offer.

If the amount of notes tendered at or above the clearing price would cause Laureate to purchase more than the maximum payment amount, then Laureate will first accept all notes tendered with a bid price below the clearing price and then notes tendered with a bid price equal to the clearing price on a prorated basis.

Each bid price submitted will include an early participation payment of $30 per $1,000 principal amount of notes. Holders must tender by 5 p.m. ET on Feb. 20 in order to receive the early participation payment.

Laureate will also pay accrued interest on the 11¾% notes up to but excluding the settlement date.

The toggle notes accrue pay-in-kind interest, so no accrued interest will be paid for these notes, and accrued pay-in-kind interest will not be included in determining the principal amount of any toggle notes tendered in the offer, the company said.

The tender offers will expire at 5 p.m. ET on March 9.

Laureate has the right to amend that tender offer so that the total consideration payable in that tender offer is a fixed amount, the release noted.

Neither tender offer is conditioned on financing, the receipt of a minimum amount of tendered notes or the completion of the other tender offer.

Citi (800 558-3745) is the dealer manager, and Global Bondholder Services Corp. (866 470-4300 or 212 430-3774) is the depositary and information agent.

Laureate Education is based in Baltimore and provides higher education services.

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