By Daniel Webster, dWeb.News Publisher
BALTIMORE, Sept. 15, 2021 /PRNewswire/ — Laureate Education, Inc. (NASDAQ: LAUR) (the “Company”) today announced that its board of directors (the “Board”) approved a plan of partial liquidation (the “Plan”) in connection with the previously disclosed sale of Walden e-Learning LLC (the “Sale”). Pursuant to the Plan, the gross proceeds from the Sale, less expenses related to the Sale, will be distributed to the Company’s stockholders before the end of calendar year 2022. The Company will continue to operate as a going concern, publicly traded company, despite the adoption of this Plan.
The Company also announced that the Board has approved the payment (the “Distribution”) of special cash pursuant to the Plan. It is equal to $7 01 per each share of the Company’s Class A common stock, par value $0. 004 per share, and Class B common stock, par value $0. 004 per share, to each holder of record of the common stock on October 6, 2021. The Distribution is scheduled to be paid on October 29, 2021. Based on the number of shares outstanding, it is estimated that the total amount of the distribution will be approximately .. 29 billion.
Gross proceeds from the Sale include $74 million held in escrow and approximately $84 million of restricted cash related to collateralized regulatory obligations associated with activities of the divested business. In accordance with the Plan, upon release of escrow amounts and restricted cash, the Company intends to subsequently distribute to stockholders any net proceeds from such amounts in the form of special distributions before the end of calendar year 2022.
Summary of Material U.S. Federal Income Tax Consequences to the Receipt of the Distribution
The Distribution will be taxable to holders of Company common stock. The Company will consider the Distribution a partial liquidation for federal tax purposes. In summary, the Internal Revenue Service has issued a private ruling that will make the Distribution taxable to holders of Company common stock. Therefore, any holder of Company stock that isn’t a corporation will be treated as if the distribution was a partial liquidation for federal income tax purposes. (A non-corporate shareholder will be considered to have had a portion of their Company stock redeemed. They will also recognize gain or loss equal the difference between the cash they received in the Distribution and the adjusted tax basis in Company stock deemed to be exchanged. The Distribution will be treated as a dividend by corporate shareholders to the extent that the Company’s current earnings and profits are determined for federal income taxes purposes.
All shareholders of Company common stock are advised to consult their tax advisors to determine the tax implications of the Distribution. This includes the effect and applicability of any U.S. tax laws, whether federal, state or local.
This press release includes certain statements which contain “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements can be identified by words like “believes,”
. These statements are subject to risks and uncertainties. Forward-looking statements include statements about the impact of the Distribution, the amount, timing and tax treatment, and any impact of future special distributions under Plan. Forward-looking statements are based upon the Company’s current expectations, assumptions and plans. Forward-looking statements are based on the Company’s current expectations and assumptions. They are subject to inherent uncertainties, risk, changes in circumstances, and other factors that could cause actual results to differ materially from those anticipated by forward-looking statement. These statements are not historical facts nor guarantees of future performance. Important factors that could cause actual results to differ materially from our expectations are disclosed in our Annual Report on Form 10-K filed with the SEC on February 25, 2021, our Quarterly Reports on Form 10-Q filed and to be filed with the SEC and other filings made with the SEC.
About Laureate Education, Inc.
Laureate Education, Inc. operates five universities across Mexico and Peru, enrolling more than 350,000 students in high-quality undergraduate, graduate, and specialized degree programs through campus-based and online learning. Our universities are committed to academic excellence and innovation. They strive to achieve market-leading employability results and make higher education more affordable. We know that countries and societies prosper when their students are successful. Visit laureate.net for more information.
Investor Relations Contact:
Laureate Education, Inc.
U.S.: +1 (443) 255 0724
SOURCE Laureate Education, Inc.
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