UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

(Amendment No. 2)

LAUREATE EDUCATION, INC.

(Name of the Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

518613104
(CUSIP Number of Class of Securities)

Robert W. Zentz, Esq.
Senior Vice President and General Counsel
Laureate Education, Inc.
1001 Fleet Street
Baltimore, Maryland 21202
(410) 843-8043
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)

Copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Amount Previously Paid: $102,439
Form or Registration No.:  Schedule 14A
Filing Party:  Laureate Education, Inc.
Date Filed:  March 16, 2007

Schedule I

R. Christopher Hoehn-Saric

Steven M. Taslitz

Eric D. Becker

Wengen Alberta, Limited Partnership

L Curve Sub Inc.

Bregal Europe Co-Investment L.P.

Citigroup Private Equity LP

KKR 2006 Limited

S.A.C. Capital Management, LLC

Snow, Phipps & Guggenheim, LLC

Sterling Capital Partners II, L.P.

INTRODUCTION

This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed by (1) Laureate Education, Inc., a Maryland corporation (“Laureate” or the “Company”), the issuer of the Company’s common stock that is subject to the Rule 13e-3 transaction, (2) Douglas L. Becker, an individual and a director and the Chairman of the Board of Directors and Chief Executive Officer of Laureate, (3) R. Christopher Hoehn-Saric, an individual and a director of Laureate, (4) Steven M. Taslitz, an individual, (5) Eric D. Becker, an individual and brother of Douglas L. Becker, who along with Douglas Becker and Messrs. Hoehn-Saric and Taslitz, is a founding member of Sterling Partners, (6) Sterling Capital Partners II, L.P., a Delaware limited partnership, (7) Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Parent”), (8) L Curve Sub Inc., a Maryland corporation and a direct subsidiary of Parent (“Merger Sub”), (9) Bregal Europe Co-Investment L.P., a Scottish limited partnership, (10) Citigroup Private Equity LP, a Delaware limited partnership, (11) KKR 2006 Limited, a Cayman Islands exempted company, (12) S.A.C. Capital Management, LLC, a Delaware limited liability company, and (13) Snow, Phipps & Guggenheim, LLC, a Delaware limited liability company (collectively, the “Filing Persons”).

Pursuant to the Agreement and Plan of Merger dated as of January 28, 2007 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub, Merger Sub will merge (the “Merger”) with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation.  Upon completion of the Merger, each share of the Company’s common stock issued and outstanding as of the effective time of the Merger (other than shares of the Company’s common stock owned by Parent immediately prior to the effective time of the Merger, including shares acquired by Parent from Douglas L. Becker, Eric D. Becker, Messrs. Hoehn-Saric and Taslitz and certain trusts affiliated with them) will be converted into the right to receive $60.50 in cash.  Except as otherwise agreed by Parent and a holder of options to acquire shares of the Company’s common stock or of unvested restricted shares, or as otherwise provided in the Merger Agreement, to the extent applicable, outstanding options, unvested restricted shares and performance share units will, as of the effective time of the Merger, be treated as follows:

•                  all outstanding options to acquire shares of the Company’s common stock will be canceled and, in exchange for such cancellation, each holder will be entitled to receive from the surviving corporation promptly following the effective time of the Merger a cash payment equal to the number of shares of the Company’s common stock underlying the holder’s option or options multiplied by the amount by which $60.50 exceeds the exercise price for each share of the Company’s common stock underlying the option or options, without interest and less any applicable withholding taxes;

•                  each unvested Company restricted share outstanding immediately prior to the effective time of the Merger will vest and become free of restrictions and will be canceled and converted into the right to receive $60.50, without interest and less any applicable withholding taxes, in the Merger; and

•                  the performance share units and, to the extent not previously exercised, options to purchase shares of the Company’s common stock held by Mr. Becker, and, to the extent not previously exercised, options to purchase shares of the Company’s common stock held by Mr. Hoehn-Saric, are expected to be canceled in exchange for the surviving corporation establishing a new deferred compensation plan for each of Messrs. Becker and Hoehn-Saric, under which plans these two individuals will have the right to receive cash payments in the future, which plans will have an aggregate initial value of approximately $126.7 million, assuming Messrs. Becker and Hoehn-Saric do not exercise any options to purchase shares of the Company’s common stock prior to the consummation of the merger.

The Merger Agreement provides that, in connection with the consummation of the Merger, specified unvested options to purchase shares of the Company’s common stock and specified unvested Company restricted shares will be canceled without payment therefor and, in lieu of making the payments described above, the surviving corporation will establish a retention bonus award plan, pursuant to which each holder of such canceled option or restricted share will be entitled to receive a cash payment, without interest and less any applicable withholding taxes, equivalent to the amount the holder otherwise would have received for such award promptly following the effective time of the Merger in respect to such canceled options and restricted shares, provided that the holder remains employed by the surviving corporation through the first (or second, for certain employees) anniversary of the effective time of the Merger.

Concurrently with the filing of this Transaction Statement, the Company is filing with the Securities and Exchange Commission a revised preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to approve the Merger and the Merger Agreement.  The approval of the Merger and the Merger Agreement requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock outstanding as of the close of business on the record date relating to the special meeting of stockholders.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.  The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement.  All information contained in this Transaction Statement concerning any Filing Person has been provided by such Filing Person and not by any other Filing Persons.

TABLE OF CONTENTS

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Item 1.  Summary Term Sheet

Regulation M-A Item 1001

                The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”

Item 2.  Subject Company Information

Regulation M-A Item 1002

                (a)           Name and Address.  The Company’s name and the address and telephone number of its principal executive office are as follows:

Laureate Education, Inc.
1001 Fleet Street
Baltimore, Maryland  21202
(410) 843-6100

                (b)           Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Record Date”

                (c)           Trading Market and Price.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Market Price and Dividend Data” is incorporated herein by reference.

                (d)           Dividends.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Market Price and Dividend Data” is incorporated herein by reference.

                (e)           Prior Public Offerings.  None.

                (f)            Prior Stock Purchases.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Prior Stock Purchases” is incorporated herein by reference.

Item 3.  Identity and Background of Filing Person(s)

Regulation M-A Item 1003

                (a)           Name and Address.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”
Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders

                (b)           Business and Background of Entities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”

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“Important Information About Laureate”
Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders

                (c)           Business and Background of Natural Persons.  The information set forth in the Proxy Statement as Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders is incorporated herein by reference.

Item 4.  Terms of the Transaction

Regulation M-A Item 1004

                (a)           Material Terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

                (c)           Different Terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Questions and Answers about the Special Meeting and the Merger”
“The Merger and the Merger Agreement — Treatment of Options, Restricted Shares and Performance Share Units”

                (d)           Appraisal Rights.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“The Special Meeting — No Dissenters’ Rights”
“The Merger and the Merger Agreement — Merger Consideration”
“No Dissenters’ Rights”

                (e)           Provisions for Unaffiliated Security Holders.  Certain members of senior management have, by reason of their position as such, access to certain corporate files of the Company.  There have been no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

                (f)            Eligibility for Listing or Trading.  Not applicable.

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Item 5.  Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A 1005

                (a)           Transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors — Certain Relationships Between Parent and Laureate”

                (b)           Significant Corporate Events.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

                (c)           Negotiations or Contacts.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

                (e)           Agreements Involving the Subject Company’s Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting”
“The Voting Agreement”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
Annex B —Voting Agreement

                                Citigroup Inc., an affiliate of Citigroup Private Equity LP, and its affiliates are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research), which may in the ordinary course of business include providing financial services to the Company.

Item 6.  Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

                (b)           Use of Securities Acquired.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Financing of the Merger”

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“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Questions and Answers about the Special Meeting and the Merger”

“The Merger and the Merger Agreement — The Merger”
“The Merger and the Merger Agreement — Treatment of Options, Restricted Shares and Performance Share Units”
Annex A — Agreement and Plan of Merger

                (c)(1)-(8) Plans.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”

“Special Factors — Delisting and Deregistration of the Company’s Common Stock”
“Special Factors — Financing of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Questions and Answers about the Special Meeting and the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

Item 7.  Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

                (a)           Purposes.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

“Questions and Answers about the Special Meeting and the Merger”

                (b)           Alternatives.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”

                (c)           Reasons.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”

6

“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

“Questions and Answers about the Special Meeting and the Merger”

                (d)           Effects.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”
“Special Factors — Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders”
“Questions and Answers about the Special Meeting and the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

Item 8.  Fairness of the Transaction

Regulation M-A 1014

                (a)           Fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Position of the Sterling Founders, certain affiliated trusts and SCP II as to Fairness”
“Special Factors — Position of Parent, Merger Sub and the Sponsors as to Fairness”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“Questions and Answers about the Special Meeting and the Merger”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

                (b)           Factors Considered in Determining Fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Questions and Answers about the Special Meeting and the Merger”

7

Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

                (c)           Approval of Security Holders.  The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”

“Questions and Answers about the Special Meeting and the Merger”

“The Special Meeting — Voting Rights; Quorum; Vote Required for Approval”
“The Merger and the Merger Agreement”

                (d)           Unaffiliated Representative.  An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Position of the Sterling Founders, certain affiliated trusts and SCP II as to Fairness”
“Special Factors — Position of Parent, Merger Sub and the Sponsors as to Fairness”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

                (e)           Approval of Directors.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

“Questions and Answers about the Special Meeting and the Merger”

(f)            Other Offers.  None.

Item 9.  Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

                (a)           Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

8

“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“The Merger and the Merger Agreement — Representations and Warranties”
“Important Information About Laureate — Projected Financial Information”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

                (b)           Preparer and Summary of the Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“The Merger and the Merger Agreement — Representations and Warranties”

Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

            (c)                Availability of Documents.  The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of shares of the Company’s common stock or representative of the interested holder who has been so designated in writing.

Item 10.  Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

                (a)           Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

(b)           Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“Special Factors — Background of the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”
“Special Factors — Financing of the Merger”
“Questions and Answers about the Special Meeting and the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

(c)           Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”

9

“The Merger and the Merger Agreement — Termination Fees”
Annex A — Agreement and Plan of Merger

(d)           Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“The Merger and the Merger Agreement — Marketing Period”
“The Merger and the Merger Agreement — Termination Fees”
Annex A — Agreement and Plan of Merger

Item 11.  Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a)           Securities Ownership.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”

“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Important Information About Laureate — Security Ownership of Certain Beneficial Owners and Management”

                (b)           Securities Transactions.  Annex A hereto and the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information About Laureate — Security Ownership of Certain Beneficial Owners and Management”
“Important Information About Laureate — Prior Stock Purchases”

Item 12.  The Solicitation or Recommendation

Regulation M-A Item 1012

(d)           Intent to Tender or Vote in a Going-Private Transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Voting Rights; Quorum; Vote Required for Approval”
“The Voting Agreement”
Annex B — Voting Agreement

10

                (e)           Recommendations of Others.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

“Questions and Answers about the Special Meeting and the Merger”

Item 13.  Financial Information

Regulation M-A Item 1010

                (a)           Financial Statements.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information About Laureate — Historical Selected Consolidated Financial Data”
“Important Information About Laureate — Ratio of Earnings to Fixed Charges”
“Important Information About Laureate — Book Value Per Share”
“Where You Can Find More Information”

                (b)           Pro Forma Information.  Not applicable.

Item 14.  Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

                (a)           Solicitations or Recommendations.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors — Fees and Expenses of the Merger”

“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Solicitation of Proxies”

                (b)           Employees and Corporate Assets.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

“Questions and Answers about the Special Meeting and the Merger”

11

Item 15.  Additional Information

Regulation M-A Item 1011

                (b)           Other Material Information.  The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016

12

*              Previously filed on March 16, 2007

13

SIGNATURES

                After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated April 26, 2007

14

15

16

17

Annex A

                The following is a list of transactions in shares of the Company’s common stock, which to the best knowledge of Citigroup Private Equity LP, have been effected during the period commencing February 11, 2007 and ending April 12, 2007 (excluding the transactions that may have been effected for managed accounts with funds provided by third party customers) in the ordinary course of business.  Citigroup Global Markets Inc., a wholly owned subsidiary of Citigroup Inc., and an affiliate of Citigroup Private Equity LP, engaged in open market transactions which are summarized below to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:

18

Exhibit Index

19

*              Previously filed on March 16, 2007

20