As filed with the Securities and Exchange Commission on May 24, 2017

 

Registration File No. 333-207243

Registration File No. 333-215845

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1

 

to

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Laureate Education, Inc.

(Exact name of registrant as specified in its charter)

 

 

650 S. Exeter Street Baltimore, Maryland 21202 (410) 843-6100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Robert W. Zentz, Esq. Senior Vice President, Secretary and General Counsel Laureate Education, Inc. 650 S. Exeter Street Baltimore, Maryland 21202 (410) 843-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Robert W. Smith, Jr., Esq.
Michael J. Stein, Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, MD 21209
(410) 580-3000

 

Approximate date of commencement of proposed sale to the public: Not applicable.  This Post-Effective Amendment is being filed to deregister all of the unsold securities previously registered under the Registration Statements.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o
		(Do not check if a smaller reporting company)
			Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.   o

 

 

 

EXPLANATORY NOTE

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 on Form S-1 (“Amendment”) is being filed to deregister the unissued shares of Class A common stock, par value $0.004 per share (the “Class A common stock”), of Laureate Education, Inc. (the “Company”), that were initially registered by the Company on (i) the Registration Statement on Form S-1 (Registration No. 333-207243), originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 2, 2015 (as amended by Amendment No. 1 filed on November 20, 2015, Amendment No. 2 filed on December 23, 2015, Amendment No. 3 filed on May 20, 2016, Amendment No. 4 filed on December 15, 2016, Amendment No. 5 filed on January 10, 2017, Amendment No. 6 filed on January 18, 2017 and Amendment No. 7 filed on January 31, 2017) and declared effective on January 31, 2017 (the “Initial Form S-1”) and (ii) the Registration Statement on Form S-1MEF (Registration No. 333-215845), originally filed by the Company with the SEC on January 31, 2017 (the “Form S-1MEF”, and together with the Initial Form S-1, the “Form S-1”).  The Form S-1 pertains to the registration of 40,400,000 shares of the Company’s Class A common stock. As of the date of this Amendment, 5,400,000 shares of Class A common stock are unissued pursuant to the Form S-1.

 

The offering described in the Form S-1 has terminated.  Accordingly, the Company is filing this Amendment to deregister all such securities of the Company registered under the Registration Statement that remain unissued as of the effective date of this Amendment.

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on May 24, 2017.

 

	LAUREATE EDUCATION, INC.
	By:	/s/ Eilif Serck-Hanssen
	Name:	Eilif Serck-Hanssen
	Title:	President, Chief Administrative Officer and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 24, 2017.

 

SIGNATURE		TITLE		DATE
*		Chairman and Chief Executive Officer and Director (Principal Executive Officer)		May 24, 2017
Douglas L. Becker
		President, Chief Administrative Officer and Chief Financial Officer (Principal Financial Officer)		May 24, 2017
Eilif Serck-Hanssen
*		Senior Vice President, Chief Accounting Officer and Global Controller (Principal Accounting Officer)		May 24, 2017
Tal Darmon
*		Director		May 24, 2017
Brian F. Carroll
		Director		May 24, 2017
*
Andrew B. Cohen
		Director
Pedro del Corro
		Director
William L. Cornog
*		Director		May 24, 2017
George Muñoz
*		Director		May 24, 2017
Judith Rodin
*		Director		May 24, 2017
Ian K. Snow
*		Director		May 24, 2017
Steven M. Taslitz
*		Director		May 24, 2017
Quentin Van Doosselaere

 

3

 

*				Director		May 24, 2017
Robert B. Zoellick
				Director
Kenneth W. Freeman
				Director
Michael J. Durham
*By:	/s/ Eilif Serck-Hanssen
		Eilif Serck-Hanssen
		Attorney-in-Fact

 

4