Q4 2019

EDUCATION TECHNOLOGY Q4 ’19 UPDATE

INVESTMENT BANKING

Education Technology Insight

Administrative Solutions // Admissions & Enrollment // Career & Recruiting //
Commerce, Payments & Financial Aid Management // Communications & IT Services //
Content & Delivery // Data Analytics & Assessments // Online Learning //
Learning & Classroom Technology // Tutoring, Training & Certification

U.S. Coverage European Coverage

Jon Steele Garrett DeNinno Christian Clifford Laura Maddison
Co-Head, Technology & Services Managing Director Vice President Managing Director
617.624.7020 617.624.7018 617.624.7077 44.203.7985.705
jon.steele@ garrett.deninno@ christian.clifford@ laura.maddison@
raymondjames.com raymondjames.com raymondjames.com raymondjames.com
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Education Technology M&A & Capital Raising Activity

Number of U.S. Deals by Quarter(1) Dollar Volume of U.S. Deals by Quarter(1)(2)

Over 160 transactions were announced in Q4 2019, Nearly $3.3 billion in Q4 2019 in announced
approximately 77% of which were minority PE deals transaction value mainly from majority PE deals

250 $8,000 ($ in millions)

208

193 $6,226
200
184
$6,000 $5,599
161 163 163
153 $4,910
$999
$2,700
150

147
$4,000 $1,980
$3,611
137 156 $1,880 $3,278
100 115 126
115 137 $1,090 $2,675
$972

$421 $963
$2,000 $3,230 $1,620
50 $2,380
26 $534
$2,720
17 26 $2,150
13 $2,100
21 18 $1,430
35 12 $1,310
29 24
21 17 19 14 $550
0 $296 $158 $156
$0
Q2 '18 Q3 '18 Q4 '18 Q1 '19 Q2 '19 Q3 '19 Q4 '19 Q2 '18 Q3 '18 Q4 '18 Q1 '19 Q2 '19 Q3 '19 Q4 '19

Strategic PE - Majority / Sale PE - Minority Strategic PE - Majority / Sale PE - Minority

Q4 2019 U.S. Deals by Sector Q4 2019 U.S. Deals by Domain

Companies focused on the Corporate and Higher Ed The industry saw a heathy mix of activity across
markets which comprised ~53% of transactions announced all domains in Q4 2019, with Online Learning
in Q4 2019 comprising 24% of total transactions
Commerce, Payments & Admission &
Financial Aid Management Enrollment
1% 1%

Data Analytics &

Assessments
K-12 7%
17%
Content & Delivery Online Learning
7% 24%
Higher Ed
30%
Tutoring, Training &
Certification
7%

Communications & IT
Services
7%

Career &
Recruiting
Learning & 19%
Corporate Classroom
53% Technology
11%

Administrative Solutions
14%

1.Source: PitchBook
2.Comprised of deals where the $ amount of investment was disclosed
2
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Market Valuation Metrics

Education Technology TEV / Revenue

20.0x 17.5x
16.0x
12.2x
11.2x 10.6x
12.0x 9.6x 10.1x 8.8x 8.1x
7.0x 7.8x7.1x 6.9x
8.0x 6.4x 5.9x 6.0x5.2x
5.1x5.0x 4.9x4.7x 4.7x4.4x 4.3x NA
2.9x2.3x
4.0x

0.0x
GSX Techedu Chegg, Inc. Tyler Workday, Inc. Pluralsight, Learning Instructure, Constellation Oracle Blackbaud, Sylogist Ltd. ReadyTech 2U, Inc.
Inc. Technologies, Inc. Technologies Inc. Software Inc. Corporation Inc. Holdings
Inc. Group plc Limited

2019 2020

Education Technology TEV / EBITDA(1)(2)

50.0x
39.3x
40.0x
30.5x 28.5x
30.0x 24.3x 25.0x 22.9x 21.0x 22.6x
19.2x
20.0x
10.9x 8.9x 10.8x 10.7x
8.6x
10.0x

0.0x
Chegg, Inc. Sylogist Ltd. Blackbaud, Inc. Learning Technologies Constellation Software Inc. ReadyTech Holdings Oracle Corporation
Group plc Limited

2019 2020

Education Services TEV / Revenue

4.5x 3.9x

3.0x
3.0x
2.2x 2.1x 1.9x 1.9x
1.7x 1.7x 1.6x 1.5x
1.5x 1.0x 1.0x
0.7x 0.7x 0.7x 0.6x

0.0x
Aspen Group, Inc. Rosetta Stone Inc. John Wiley & Sons, Inc. Pearson plc Tribal Group plc Houghton Mifflin Scholastic Corporation K12 Inc.
Harcourt Company

2019 2020

Education Services TEV / EBITDA(1)(2)

16.0x

9.7x 9.6x 8.9x 8.8x 8.7x 8.5x 8.5x

7.9x 7.5x
8.0x 7.0x
5.5x 4.8x

0.0x
John Wiley & Sons, Inc. Pearson plc Houghton Mifflin Harcourt Tribal Group plc Scholastic Corporation K12 Inc.
Company

2019 2020

1.EBITDA multiples <0.0x or >40.0x are considered Not Meaningful (NM)

2.Omits companies where multiples for both FY2019 and FY2020 are either not available or not
meaningful
3
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Public Comparables & Financings

Public Comparables

($ in millions, except per share data)+DC49C57C16:BU47C16:BU49C16:BU51C16:BU49C16:BUC16:BU49

Stock TEV
Price Market Ent Revenue EBITDA(2) Rev Grow th EBITDA Margin (2)
Com pany(1) 12/31/19 Cap Value 2019E 2020E 2019E 2020E 18A/19E 19E/20E 2019E 2020E
Education Technology
Oracle Corporation $52.98 $173,316 $200,416 5.1x 5.0x 10.8x 10.7x 0% 2% 47% 46%
Workday, Inc. 164.45 39,010 38,454 10.6 8.8 NM NM 28% 20% 21% 21%
Constellation Softw are Inc. 972.34 20,605 21,052 6.0 5.2 22.6 19.2 14% 17% 27% 27%
Tyler Technologies, Inc. 300.02 12,394 12,225 11.2 10.1 NM NM 17% 11% 28% 29%
GSX Techedu Inc. 21.86 5,153 5,035 17.5 7.0 NM NM 399% 151% 11% 13%
Chegg, Inc. 37.91 4,863 4,974 12.2 9.6 39.3 30.5 27% 27% 30% 31%
Blackbaud, Inc. 79.60 3,818 4,414 4.9 4.7 24.3 25.0 6% 5% 20% 19%
Pluralsight, Inc. 17.21 2,420 2,541 8.1 6.4 NM NM 36% 26% NM NM
Instructure, Inc.(3) 48.21 1,869 1,791 6.9 5.9 NM NM 23% 18% NM NM
2U, Inc. 23.99 1,523 1,664 2.9 2.3 NM NM 39% 27% NM NM
Learning Technologies Group plc 1.89 1,297 1,331 7.8 7.1 22.9 21.0 43% 9% 34% 34%
Sylogist Ltd. 7.59 181 144 4.7 4.4 28.6 8.6 8% 8% 16% 51%
ReadyTech Holdings Limited 1.23 98 111 4.3 3.6 10.9 8.9 NA 20% 40% 41%
Mean 7.9x 6.2x 22.8x 17.7x 53% 26% 27% 31%
Education Technology Median 6.9x 5.9x 22.9x 19.2x 25% 18% 27% 30%
Education Services
Pearson plc $8.44 $6,571 $8,682 1.7x 1.7x 8.9x 8.8x (2%) 1% 19% 19%
Graham Holdings Company 638.99 3,421 3,805 NA NA NA NA NA NA NA NA
John Wiley & Sons, Inc. 48.52 2,728 3,597 1.9 1.9 9.7 9.6 3% 3% 20% 20%
Cengage Learning Holdings II, Inc. 12.75 788 2,797 NA NA NA NA NA NA NA NA
Houghton Mifflin Harcourt Company 6.25 777 1,378 1.0 1.0 8.7 7.0 6% 2% 11% 14%
Scholastic Corporation 38.45 1,336 1,167 0.7 0.7 8.5 7.5 (1%) 3% 8% 9%
K12 Inc. 20.35 798 682 0.7 0.6 5.5 4.8 5% 3% 12% 13%
Rosetta Stone Inc. 18.14 436 408 2.2 2.1 NM NM 5% 8% 3% 5%
Aspen Group, Inc. 8.00 164 175 3.9 3.0 NM 31.2 44% 30% 5% 10%
Tribal Group plc 0.82 171 169 1.6 1.5 8.5 7.9 5% 4% 19% 19%
Education Services Median 1.7x 1.6x 8.5x 8.3x 5% 3% 12% 13%
Overall Median 4.5x 4.0x 10.2x 9.6x 9% 8% 20% 19%
Source: CapIQ and Equity Research
(1) Sorted by Enterprise Value
(2) EBITDA multiples <0.0x or >40.0x, and EBITDA margins <0% are considered Not Meaningful (NM)
(3) On December 4, 2019, Instructure announced intent to be acquired by Thoma Bravo

Public Financings

Date Capital
Announced Issuer Transaction Type Sector Raised ($MM)
Equity Offerings
11/21/2019 GSX Techedu Follow-on Offering Content & Distribution $252.0
9/9/2019 Laureate Education Follow-on Offering Online Learning 252.8
6/12/2019 Laureate Education Follow-on Offering Online Learning 153.0
6/5/2019 GSX Techedu IPO Content & Distribution 207.9
4/17/2019 ReadyTech Holdings Limited IPO Content & Distribution 35.9
3/22/2019 Chegg Corporate Bond Offering Content & Distribution 700.0
3/7/2019 Pluralsight Corporate Bond Offering Learning Management Systems 550.0
3/6/2019 Pluralsight Follow-on Offering Learning Management Systems 396.6
5/22/2018 2U Follow-on Offering Content & Distribution 345.0
5/21/2018 Graham Holdings Corporate Bond Offering Content & Distribution 400.0
4/29/2018 Pearson plc Corporate Bond Offering Content & Distribution 566.4
4/24/2018 Learning Technologies Follow-on Offering Online Learning 118.7

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 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Education Technology: Selected Recent Strategic M&A Activity

Announced Transaction
Buyer Target Sector Domain Country Comments
Date Size

• ePath Learning is a developer of a cloud-based

Learning &
learning management system designed to
Dec-19 Corporate Classroom ND USA
manage training and create learning
Technology
opportunities to improve business performance

Learning & • The Pearson Immersive Learning group is a

Dec-19 Corporate Classroom ND UK provider of research and pioneering technology
Immersive
Technology for mixed reality learning
Learning Group

• Mimir is developer of web-based tool designed

Career & to enable instructors to teach computer science
Dec-19 Corporate ND USA
Recruiting courses of any scale without compromising the
quality of education for students

• RVA Recruiters are providers of a network for

Career & recruiting and human resources professionals,
Dec-19 Corporate ND USA
Recruiting offering professional development, continuing
education, and peer networking

Tutoring, • Linux Academy is developer of a cloud

Dec-19 Corporate Training & ND USA computing education platform designed to test
Certification students in live server environments

• eScience Labs is a provider of products intended

Content & to provide students with hands-on laboratory
Dec-19 Higher Ed ND USA
Delivery experience to students engaged in online and
blended learning

• Adepto is a developer of an engagement

platform designed for organizations to identify,
Career &
Dec-19 Corporate ND UK engage, attract and manage workers by
Recruiting
providing a single view and access to all the
talent available

• Parchment is a provider of an online educational

Administrative record management platform designed to
Dec-19 Higher Ed ND USA
Solutions simplify the process of sharing academic
credentials online

• SchoolSpire is a provider of instructional

Content & management system with fully integrated
Dec-19 K-12 ND USA
Delivery modules for curriculum, assessment ,
reporting/advanced analytics to school districts

• YouVisit provides a web-based platform to

Administrative create and share virtual tours to create engaging
Dec-19 Higher Ed ND USA
Solutions digital experiences for millions of students,
parents, alumni and other institutional partners

• Tembo develops public assessment and

accountability reporting tools for data and
Data Analytics &
Dec-19 K-12 ND USA reporting on accountability systems, school
Assessments
choice, assessments, and school quality &
equity

• Caliper provides talent management consulting

Data Analytics & services offering assessment, corporate culture,
Dec-19 Corporate ND USA
Assessments and team development solutions by partnering
with organizations

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 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Education Technology: Selected Recent Strategic M&A Activity (Cont’d)

Announced Transaction
Buyer Target Sector Domain Country Comments
Date Size

• Thruline Marketing develops marketing

Communications campaigns and lead generation strategies to
Dec-19 Higher Ed ND USA
& IT Services help higher education institutions attract a higher
number of students

• Clinch provides SaaS based personalized

Career & creative technology platform designed to deliver
Nov-19 Corporate ND Ireland
Recruiting ad experiences tailored to the individual
throughout the consumer journey

• 3D4Medical develops medical, educational,

health and fitness applications for professional
Nov-19 Higher Ed Online Learning $51M Ireland
reference, as well as student and patient
education

• Get Prepped provides exam preparation

Content & material which includes video access,
Nov-19 Higher Ed ND USA
Delivery questionnaires, live classes, personal tutoring for
LSAT exams

• QuadWrangle is a developer of an automated

Administrative
Nov-19 Higher Ed ND USA engagement management platform for alumni
Solutions
engagement and fundraising

• Smart Choice provides a K-12 school admission

Admission & and online application management platform
Nov-19 K-12 ND USA
Enrolment included a complete suite of tools to
accommodate end-to-end workflows

• Katacoda is an operator of a software training

platform which engages in providing interactive
Nov-19 Corporate Online Learning ND UK
training on Kubernetes architecture, machine
learning, TensorFlow and operating systems

• Education.com is a provider of an online

parenting platform offering a guided curriculum
Nov-19 K-12 Online Learning ND USA which enables preschool & elementary children
develop essential skills and reach full academic
potential

• Collage Technologies offers a cloud-based

management platform which automates human
Administrative
Nov-19 Corporate ND Canada resources paperwork like onboarding new
Solutions
employees, completing tax forms, storing
documents

• Lumerit is a provider of an education planning

Nov-19 Higher Ed Online Learning $29M USA platform which offers customized degree plans
as per budget and flexible college courses

• ENGAGE is a provider of an artificial

Career & intelligence-based talent recruitment platform
Oct-19 Corporate ND USA
Recruiting which combines talent mapping, competitive
intelligence, passive candidate sourcing, etc.

• Destiny Solutions is a developer of SaaS-based

Administrative student lifecycle management software designed
Oct-19 Higher Ed ND Canada
Solutions to manage continuing education and non-degree
programs

6
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Education Technology: Selected Recent Strategic M&A Activity (Cont’d)

Announced Transaction
Buyer Target Sector Domain Country Comments
Date Size

• Schoolzilla is a provider of a cloud-based data

management and visualization platform
Data Analytics &
Oct-19 K-12 ND USA designed to provide a hosted service that
Assessments
connects, cleans, and visualizes all of a school's
data sources

Career & • Talent Response, LLC operates an online job

Oct-19 Corporate ND USA
Recruiting listing platform for independent consultants

• Schoology is a provider of K-12 learning

Learning &
management platform which all the tools for
Oct-19 K-12 Classroom ND USA
personalized education and improving student
Technology
outcomes

Tutoring, • Adtalem Educacional do Brasil S/A operates

Oct-19 Higher Ed Training & $465M USA educational institutions which offers graduate
Certification and undergraduate programs

• Appitierre is an e-learning company which

Communications
Oct-19 Corporate ND UK develops cloud authoring tool and SMB-focused
& IT Services
learning management system

• ESGI, LLC develops software as a service

Administrative
Oct-19 K-12 ND USA educational software for conducting one-on-one
Solutions
assessments for childhood students

• Accelify provides educational management

Administrative systems for districts to manage their Medicaid
Oct-19 K-12 ND USA
Solutions reimbursement programs and facilitate special
education program operations & compliance

• EdComs provides educational and CSR

Tutoring,
programmed for schools and colleges which
Oct-19 Higher Ed Training & ND UK
specializes in the communications and
Certification
marketing sector

• Hazel is a provider of cultural engagement

Career & platform which is integrated with Slack and
Oct-19 Corporate ND Canada
Recruiting offers personalized, science-based, and large-
scale virtual coaching

7
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Education Technology: Selected Recent Private Equity Activity

Announced Transaction
Investor Target Sector Domain Country Comments
Date Size

• Gloat is a developer of an artificial intelligence

Career & powered anonymous career development
Dec-19 Multiple Investors Corporate $25M Israel
Recruiting platform designed to help millennials to find a
career

• Springboard is a developer of an educational

platform designed to make qualitative education
Dec-19 Higher Ed Online Learning $11M USA
accessible to everyone by offering online
courses and mentor-based learning

• Knowledge to Practice is a provider of an

Learning &
education technology startup designed to help
Dec-19 Higher Ed Classroom $4M USA
clinical leaders to deliver the personalized
Technology
curriculum

• HR Acuity is an operator of a SaaS platform

designed to mitigate employee-related risk
Administrative
Dec-19 Corporate ND USA through its workflow automation, investigation,
Solutions
case management and business intelligence
platform

• Verb is a provider of an online leadership

Dec-19 Corporate Online Learning $6M USA development platform designed to deliver whole-
person development via experiential learning

• EdCast is a developer of AI powered knowledge

Learning &
cloud software designed for unified discovery,
Dec-19 Corporate Classroom $35M USA
personalized learning and knowledge
Technology
management across the enterprise

• Bamboo Learning develops an education-

focused software intended to become a much-
Dec-19 Multiple Investors Corporate Online Learning $1M USA
trusted guide to lifelong learning using voice-first
devices and software

Learning & • Instructure Inc provides cloud-based learning

Dec-19 Higher Ed Classroom $2022M USA management platform for academic institutions
Technology and companies worldwide

• Duolingo provides a language-learning platform

Dec-19 Higher Ed Online Learning $30M USA designed to help people to read, listen and
speak multiple languages

• Fulcrum Workforce Solutions develops a hiring

Career & platform intended to connect enterprise
Dec-19 Corporate $1M USA
Recruiting companies with the top online gig and freelance
talent providers while maintaining full compliance

• uLesson provides educational services aimed at

Learning &
helping African students by integrating mobile
Nov-19 K-12 Classroom $3M Nigeria
platforms, SD cards, culture-specific curriculum
Technology
and a network of tutors

• Verto Education provides college education

Communications services intended to make higher education
Nov-19 Multiple Investors Higher Ed $6M USA
& IT Services accessible by offering accredited first-year
education by partnering with colleges

8
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Education Technology: Selected Recent Private Equity Activity (Cont’d)

Announced Transaction
Investor Target Sector Domain Country Comments
Date Size

• Perlego provides an online platform that offers

Content &
Nov-19 Multiple Investors Higher Ed $9M UK academic and professional e-books under a
Delivery
monthly subscription fee

• n2y is the developer of a cloud-based special

education publishing platform with offerings that
Content &
Nov-19 K-12 ND USA include a weekly newspaper (News-2-You),
Delivery
standards-based curriculum and a dynamic
symbol set

Commerce,
• Guild Education has developed an education
Payments &
Nov-19 Corporate $157M USA platform aiming to bridge the gap between
Financial Aid
education and employment
Management

• Cybrary Inc. offers free and open source online

information technology, computer training, and
Nov-19 Corporate Online Learning $15M USA
cyber security training services for beginners,
experienced professionals, and families

• Sponge is a provider of digital learning intended

for creative workplace training to enhance
Nov-19 Corporate Online Learning ND UK
working professionals' knowledge and skill sets
on the job

• Jobiak is the developer of AI based recruitment

Multiple Investors Career & platform designed to quickly publish job postings
Nov-19 Corporate $2M USA
Recruiting by identifying the attributes that Google
requires, and then restructuring the Google tags

• Coachhub is the developer of mobile coaching

Nov-19 Multiple Investors Corporate Online Learning $11M Germany cloud platform intended to provide personalized
coaching for employees of all career levels

• Kajabi provides an all-in-one platform that

makes it easy to create online courses, launch
Nov-19 Corporate Online Learning ND USA
marketing campaigns, build landing pages and
design the perfect website

• Immersive Labs designs and develops cloud-

based cyber assessment platform to measure
Nov-19 Corporate Online Learning $40M UK
and improve technical cyber skills of the
company

• Cultivate is a digital leadership coaching

Data Analytics & platform that leverages artificial intelligence (AI)
Nov-19 Corporate $8M USA
Assessments to provide in-the-moment feedback and
management coaching within the enterprise

• Codemao develops and operates an online

Nov-19 K-12 Online Learning $57M China programming education platform for teens aged
between 6-16

• Centrical develops and provides an enterprise

Data Analytics & gamification platform designed to help in
Nov-19 Corporate $13M USA
Assessments learning through digital motivation of the
workforce

9
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Education Technology: Selected Recent Private Equity Activity (Cont’d)

Announced Transaction
Investor Target Sector Domain Country Comments
Date Size

• Campuswire offers a messaging tool designed

Communications for campus communication (Campuswire) which
Oct-19 Higher Ed $4M USA
& IT Services helps brings all class discussions, Q&A and
announcements into one place

• Welcome to the Jungle is an online job platform

Career & intended to assist companies through the
Oct-19 Corporate $22M France
Recruiting process of employment by facilitating resume
screening, application tracking, onboarding, etc.

• Coople operates an online staffing platform with

Administrative an algorithm that matches the need of
Oct-19 Corporate $32M Switzerland
Solutions employees for shift or hour-based work with the
demand of companies

• Hetao 101 operates an educational platform

designed to offer technical programming
Oct-19 K-12 Online Learning $50M China
courses to prepare young students for higher
education

• MobLab Inc. provides an economics game and

experiment platform designed to offer interactive
Oct-19 Corporate Online Learning ND USA
teaching and learning in social sciences and
management

• Stellic provides an integrated advising and

Multiple Investors Administrative
Oct-19 Higher Ed $3M USA planning platform designed to enable students to
Solutions
plan their college journey

• CPI provides training and consulting in behavior

Tutoring,
management and dementia care for human
Oct-19 Corporate Training & ND USA
service professionals for managing disruptive
Certification
and assaultive behaviors

• Lottus Education provides higher education

Tutoring, services which includes high-school,
Oct-19 Higher Ed Training & ND Mexico undergraduate, and graduate educational
Certification programs and services online, and on-campus
under UTC and ULA

• Grammarly, Inc. is a provides an AI-driven

Communications
Oct-19 Corporate $90M USA online digital writing assistant for users to find
& IT Services
and correct writing mistakes

• Utmost Software, Inc. develops talent

Career & management software which consolidates talent
Oct-19 Corporate $11M USA
Recruiting management systems, streamlines on and off
boarding processes, and compliance processes

• Greytip Software is a provider of a human

resource management software that helps
Administrative
Oct-19 Corporate $5M India businesses to automate employee information
Solutions
management, payroll and statutory compliance,
leave, etc.

• Momentum Learning, Inc. provides training to

Career &
Oct-19 Corporate $3M USA students focusing on the skills they need for the
Recruiting
technology industry and modern workplace

• Korbit is a provider of online education using

Oct-19 Higher Ed Online Learning $2M Canada intelligent tutors which use AI to teach students
through interactive exercises and conversations

10
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Representative Raymond James Education Technology Transactions

Sale / Recapitalizations

October 2019 September 2019 September 2019 July 2019 April 2019

Sale To Sale To Sale To Sale To Has Received an Investment

from

Sales Performance
Tutoring, Training & Certification Organizational Performance Services Academic Achievement Solutions Learning Validation Platform
Consultancy Services

April 2019 February 2019 December 2018 November 2018 November 2018

Has Received an Investment Sale To Sale To Acquisition of Has Received an Investment

from from

Career & Recruiting

School Safety Solutions SaaS Training & GRC Solutions Safety Training Services School Safety Solutions
Management Solutions

July 2018 April 2018 November 2017 November 2016 July 2016

Sale To Sale To Sale To Sale To Sale To

Risk Management Tutoring Solutions & Study Center Online Marketplace for
Cloud-Based Talent Management Higher Ed Payments Software
Training & Compliance Services Higher Ed Textbooks

Capital Raises

March 2019 / May 2018 October 2015 November 2013 July 2013 / July 2010 June 2010

$367 Million $70 Million $187 Million $175 Million $124 Million
Follow-on Offering Initial Public Offering Initial Public Credit Facility Initial Public
Offering Refinancing Offering
$660 Million
$311 Million
Initial Public
Initial Public Offering
Offering

Higher Ed Payments / Fin’l Mgmt

Cloud-Based Learning Platform SaaS Learning Management Software eTextbooks & Connected Learning Interactive Classroom Technology
Solutions

11
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Raymond James Education Technology Case Studies

Transaction Overview
• On October 15, 2019, Crisis Prevention Institute (“CPI”, or the “Company”), a portfolio company of FFL
Partners (“FFL”), announced its sale to Wendel Group (“Wendel”)

October 2019
Company Background
• CPI is the leading provider of behavior management and crisis prevention training programs. For nearly 40
years, the Company has been providing crisis prevention and intervention training programs to help
professionals respond to anxious, hostile and violent behaviors with safe and effective methods
Sale To • Primarily serves education and healthcare customers in the U.S., and is expanding its reach in behavioral
and home health care, as well as other industries with similar behavioral encounters, including retail and
security services

Raymond James Investment Banking Role

• Raymond James served as lead financial advisor to CPI in this transaction
• Worked closely with CPI’s management team and shareholders to design a targeted pre-emptive process by
utilizing the threat of a broad auction process

Successful Outcome
• The transaction was announced on October 15, 2019

Transaction Overview
• On September 30, 2019 , Miller Heiman Group, Inc (“Miller Heiman” or the “Company”) announced a sale to
Korn Ferry, a U.S.-based management solutions firm that provides executive search services to fill executive-
level positions

September 2019

Company Background
• Leading global provider of sales performance programs through delivering world class methodology and skill
programs, data and analytics solutions, and professional services
Sale To • The Company builds world-class sales and service organizations through innovative and premier training,
technology, consulting and research solutions

Raymond James Raymond James Investment Banking Role

served as the • Raymond James served as the exclusive financial advisor to Miller Heiman Group in this transaction
• Raymond James ran a highly competitive process involving both strategic and financial parties
exclusive financial
advisor
advisor to Miller
to VitalSmarts
Heiman Group in this
in this transaction
transaction

Successful Outcome
• The transaction was announced on September 30, 2019

12
 EDUCATION TECHNOLOGY Q4 ’19 UPDATE

Raymond James Education Technology Case Studies (Cont’d)

Transaction Overview
• On September 30, 2019, VitalSmarts, LC (“VitalSmarts” or the “Company”) announced a sale to Leeds Equity
Partners (“Leeds”), a U.S.-based private equity firm that seeks to invest in the knowledge sector with a focus
on education and training

September 2019
Company Background
• Leading training content provider focused on leadership development, communication skills, and execution
by turning proven behavioral science principles into learnable, repeatable skills
• The Company’s training solutions enable its enterprise clients to improve performance by addressing
Sale To underlying employee behaviors
• The Company is headquartered in Provo, Utah with more than 130 employees and trainers positioned across
~30 countries

Raymond James Investment Banking Role

• Raymond James served as the exclusive financial advisor to VitalSmarts in this transaction
• Raymond James ran a highly competitive process involving both strategic and financial parties

Successful Outcome
• The transaction was announced on September 30, 2019

Transaction Overview
• On July 30, 2019, MetaMetrics Inc. (“MetaMetrics” or the “Company”) announced a sale to Apax Digital, the
technology-focused growth equity fund advised by global private equity advisory firm Apax Partners

July 2019
Company Background
• Leading provider the de-facto standards in measurement of ability and content difficulty for reading and math
skills in the K-12 education sector
• Provides educators, parents and students with universal measures for reading and math to accelerate
Sale To learning, improve achievement and monitor growth
• Partners with state departments of education and leading education technology companies to incorporate the
universal scales into their products to personalize learning and differentiate instruction

Raymond James Investment Banking Role

Raymond James • Raymond James advised MetaMetrics and its sponsor (Pamlico Capital) on the sale to Apax Digital
served as the • Worked closely with the Company’s management team and sponsor to design a customized, selective
exclusive financial process aligned with key objectives and signed the deal pre-emptively to the process timeline
advisor to
MetaMetrics

Successful Outcome
• The transaction was announced on July 30, 2019
• The partnership with Apax Digital enables MetaMetrics to catalyze growth through international expansion
and new product development

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Update
Raymond James
• Full-service financial services firm with investment
banking, equity research, institutional sales and
trading, and asset management operations
– Founded in 1962; public since 1983 (NYSE: RJF)
– $7.7 billion in FY 2019 net revenue; equity market
capitalization of $11.4 billion
– Stable and well-capitalized platform
• Industry-focused, knowledge-driven approach,
backed by highly-ranked equity research team
• 28 domestic and international investment banking
and institutional sales offices
• International operations in Brussels, Buenos Aires,
Düsseldorf, Geneva, London, Munich, Paris, Sao
Paulo, Toronto and Vancouver
• Acquisition of Morgan Keegan consolidated and
strengthened Raymond James’ leadership in the
middle market
• Acquisition of Mummert & Co. strengthened
Raymond James’ European presence, furthering
international expansion and growing cross-border
transaction expertise
Equity Capital Markets(1)
• Over 600 Equity Capital Markets professionals
• Over 330 investment bankers in the U.S.
• Global sales force with over 90 professionals
– Bulge-bracket distribution capability
– Approximately 33% of all institutional equity
commissions are generated outside of the U.S.
• Over 8,000 financial advisors; offices in all
50 states
• Greenwich Associates ranked #2 in overall quality
of analyst service(2)
Raymond James & Associates, Member New York Stock Exchange/SIPC.
1.As of January 2020
2.Criteria for the awards can be found at https://www.raymondjames.com/about-us/accolades
EDUCATION TECHNOLOGY Q4 ’19 UPDATE
Technology & Services Investment Banking Group
• Over 30 senior-level investment bankers with more
than 300 years of combined experience; located in
New York City, Atlanta, Boston, San Francisco, and St.
Petersburg
• Services: Mergers & Acquisitions (sell-side & buy-side
advisory); Public Equity and Debt Offerings; Private
Placements of Equity and Debt; Divestitures; Board
Advisory Services; Recapitalizations and
Restructurings
• Since 2012, the group has advised on more than 330
M&A transactions and executed more than 180 equity
offerings representing nearly $100 billion in deal value
Notes & Disclosures
Sources of data include Capital IQ, FactSet and other news
organizations. Information obtained from third-party
sources is considered reliable, but we do not guarantee
that the information herein is accurate or complete. This
report was prepared within Raymond James & Associates’
Investment Banking Department and is for information
purposes only. This report is not a product of Raymond
James & Associates’ Research Department; recipients of
this report should not interpret the information herein as
sufficient grounds for an investment decision or any other
decision.
The report shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities
mentioned herein; past performance does not guarantee
future results. Any performance mentioned does not
include transaction fees and costs which would reduce an
investor’s return. An investment cannot be made directly in
a market index.
EBITDA: Earnings Before NA: Not Applicable
Interest, Taxes, NM: Not Meaningful
Depreciation
and Amortization PE: Price Earnings Ratio
EPS: Earnings per Share TEV: Total Enterprise
Value
LTM: Last Twelve Months
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