Back in late January, Laureate Education Inc. (NASDAQ: LAUR) announced it was going private in a $3.8 billion deal. The investors included the typical private equity players, such as Kohlberg Kravis & Roberts, Goldman Sachs Group (NYSE:GS) and Citigroup Inc. (NYSE:C). Although, this time there was a twist in the form of another investor -- hedge fund S.A.C. Capital Management.

Well, not everyone's happy with the deal. In fact, Laureate's third largest outside investor (with a 7.14% stake), Select Equity Group, sent an interesting letter to management.

The letter doesn't hold back. Simply put, it says that the $60.50 buyout offer is "grossly inadequate." What's more, it alleges that the deal was "flawed by clear conflicts of interest." As a result, the fund is not going to support the deal.

The letter does a pretty good job in going through the valuation analysis. Basically, it does look like the buyout group is getting a good deal (but, this is why they are buying the company, right?)

However, it looks like Wall Street thinks the deal will get done at the proposed offer. Currently, the stock is trading at $59.89, up $0.33.

If you want to check out the letter, you can see it at the SEC web site.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.