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Laureate Education tries to close the books on its buyout

Laureate Education, Inc. (NASDAQ: LAUR) has certainly attracted a long list of top-notch investors, such as KKR, Citigroup, SAC Capital and even the company's CEO, Douglas Becker.

But the deal hasn't been easy – that is, until the investors started to boost the bid.

The latest was an increase from $60.50 to $62.00 (or $3.82 billion or so). And, that was enough to get the approval of Laureate's board.

As we have seen in other deals – such as with Clear Channel Communications, Inc. (NYSE: CCU) – major institutional public shareholders are not potted plants. Instead, they are getting tough on shareholder approvals.

In the case of Laureate, T. Rowe Price was making lots of noise. In fact, the firm even wrote a letter to the management and indicated that the offer was "significantly below the true long-term value of the company." According to its analysis, T. Rowe Price projects a stock price of $110 by 2010.

T. Rowe Price is not alone. Another major Laureate shareholder -- Select Equity Group – was not pleased with the pricing.

To get the deal done, Laureate only needs to get a majority of the shareholder vote – and that looks likely now. On the news of the new offer, the company's shares increased 2.53% to $61.63.

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

Laureate: Getting schooled by big investor

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.

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Last updated: May 27, 2012: 04:35 PM

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