Education & eLearning

Tristan Snyder, Partner Ben Howe, CEO Jon Guido, Partner / COO Mike Parker, Partner Sean Tucker, Vice President Massive $157B Market Expanding Globally

. At $157B in size and expected to reach $420B by 2025 (15%+ CAGR), Technology is a massive market that continues to expand on a 2025 global scale . In first world countries such as the US with high cost delivery models, EdTech’s potential to unlock huge budgetary savings for governments and households alike is a powerful driver of continued adoption USD 420 . In developing countries seeking to close the gap in language and IT proficiency with the rest of the world, the focus is more on access › eLearning has huge potential to educate these rapidly growing populations in lieu of a highly developed school infrastructure . Lastly in the corporate sector, where professional training has long been viewed as a discretionary item subject to booms and busts in economic US EdTech Deals by Quarter cycles, eLearning is gaining significant traction as a “must have” for many employers in a historically tight labor market . Innovations in the EdTech space at large include: Travel Tech Ecosystem › Microlearning - a top trend as more evidence builds that breaking down and spacing out learning content into smaller bite pieces can lead to higher rates of engagement and retention › Interactive Video-Based Training - with over 55% of the world’s population connected to the through smart mobile devices and 5G looming, this is an area of explosive growth with highly visibility › AI, AR/VR, Adaptive Learning, and Gamification – these new and methods are converging to deliver more personalized and exciting new training experiences for eLearners . Armed with these new innovations, investment in EdTech has gone viral and global in the last few years with each major region vying for control of the digital economy of the future › In non-US markets, funding for EdTech start-ups has surged, reaching a new record of over $5B in 2018 › Not to be outdone, US deal flow has exploded in 2018 at $8B in M&A value in 2018 with a heavy mix of PE-led deals

Source: Wall Street Research, Docebo, Grandview Research 2 Market Segment Overview

Three primary categories, and a handful of market titans:

Content: provide the tools to author the material, aggregate and develop content from disparate sources, and publish

Management: facilitate, organize, analyze and administer educational coursework and material for students and teachers

Distribution: make educational content more accessible and engaging through online, gaming, and immersive learning techniques

3 Academic EdTech Landscape

Education Giants

Content Providers Management Systems Distribution

Indicates public companies or subsidiaries DISCLAIMER: This is only a representative list and may not include all relevant companies. If your company is not on the list and would like to be added for future publications, please email [email protected] and we would be happy to consider. 4 Corporate EdTech / eLearning Landscape

E-Learning Giants

Content Providers Management Systems Distribution

Indicates public companies or subsidiaries DISCLAIMER: This is only a representative list and may not include all relevant companies. If your company is not on the list and would like to be added for future publications, please email [email protected] and we would be happy to consider. 5 Academic EdTech Market: A Massive Wallet, Significantly Underpenetrated

. In 2018, the US alone spent a total of $1.4 trillion on education – representing 7% of total GDP › All but 8% of that wallet is controlled by non-profit institutions funded by public tax payer dollars or private tuitions / endowments › As a result, the pace of technology adoption has been painfully slow. It is estimated that universities and schools spend less than 5% of their annual budget on IT. This compares to a range of 5-10% for Corporate America. . The US public school system in particular is a patchwork of highly regulated funding mechanisms at the local, state and federal levels. Virtually every purchasing decision – from the number of computers in a classroom to the content in a textbook – is rules based

. The K-12 sector represents the largest segment of the US Educational Spend by Sector academic market, closely followed by Higher Ed. Pre-K is a US$ in Billions distant third $800 › Whereas for-profits have taken over the Early Childhood / 700 Pre-K segment, the public / non-profit model dominates the $696 rest of the academic market 600 › If anything, after surging during the recession, for-profit schools have lost ground in the last few years, not the least 500 $480 of which has been a strong economy as well as tighter 400 restrictions on student loans › Enrollment in for-profit universities and educational 300 institutions is typically inversely correlated to unemployment 200

. The Public / Non-Profit payer is motivated by two bottom lines: 100 business and social. EdTech vendors must demonstrate high $14 $61 efficacy and impact at both levels 0 $23 $27 . At the macro level, EdTech spending is driven by the funding Childcare K-12 Higher Ed backdrop, i.e. what remains after budgets are set and taxes For-Profit Non-Profit (Public/Independent) and tuitions are collected

Source: BMO Capital Markets; The Economist 6 K-12 Segment: A Tough Decade Quickly Coming to a Close

. On average, 47% of K-12 school revenues in the US comes from State funds and 45% comes from Local funds › Whereas Local funding has fully recovered from pre-recession levels, helped by rising home values and associated taxes, 29 States provided less overall funding per student as recently as 2015 › This is changing quickly, however. In the fiscal year ending June 2018, State revenues grew by 6.3% nationwide compared to an average annual increase of 2.3% over the prior seven years › Midway through the 2019 fiscal year, 34 States say they are meeting or exceeding revenue forecasts with special approbations for K-12 education increasing by 26% versus 2018 › This breakout to the upside in both State and Local finances augurs well for K-12 budgets going forward, accelerating a rebound in funding that has been in progress since 2013

K-12 Funding Fell Sharply After Recession Hit Public Educational Funding by Source Change in funding per pupil compared to 2008, inflation adjusted Federal Revenue $480

State 8% Revenue Local Revenue 47% 45% $61 $23 $27

Public Education Funding by Source Source: Tax Policy Center, CBPP.Org, National Association of State Budget Officers 7 Higher Ed: Have Costs Finally Been Contained?

. After outstripping the consumer price index by a factor of two for 50 years, prices charged by higher education institutions to consumers are finally showing some signs of cooling . Since 2011, annual inflation in college tuition prices as measured by the US Bureau of Labor Statistics has downshifted from a 4-6% range to a 2-2.5% range, roughly in line with CPI . This coincided with a 10% decline in college enrollments, which peaked at 20.6M in 2011 and stands 2M lower today . In this more competitive environment, education providers have been more willing, and in some cases forced, to explore online courseware to reduce delivery costs and price points. This is especially true as pricing power fades and providers are unable to pass on their costs in full as was customary in years past › In 2017, “producer costs” as measured by the Commonfund Higher Education Price Index rose 3.7% vs. a 2.5% rise in headline tuition rates and college fees, thereby crimping margins for providers › Should this squeeze continue, it’s likely to further accelerate the move to disruptive technologies in order to better control costs and improve outcomes

“Producer” Costs Continue to Climb as Enrollment Declines Bureau of Labor Price Change in College Tuition and Fees % % Changefrom 2011

Cost Fall Enrollment Source: Commonfund, EdSurge; NCES, Bureau of Labor Statistics 8 The Global EdTech Market: $157B and Growing

Global Ed Tech Market Size . The global EdTech market is forecast to surpass (US$ in Billions) 423 $420B by 2025 from $157B presently, a CAGR of 367 15%+ 319 277 › EdTech represents less than 5% of total global 240 education expenditures 208 181 › The bulk of EdTech spending is concentrated in 157 the US, but and India represent the fastest growing markets as their education systems continue to modernize

. Management and Distribution are the fastest 2018 2019 2020 2021 2022 2023 2024 2025 growing segments in the EdTech Market Ed Tech Growth Rates by Region › Within the Management segment, LMS and 20% Learning Analytics markets are expected to grow 24.7% and 25.9% to 2020, respectively 16% › Within the Distribution segment, Education Gaming and MOOC markets are expected to 12% grow 66.2% and 36.0% to 2020, respectively 8% › Educational Content providers are seeing slower growth rates due to the shift towards in-house 4% content development and proliferation of open and free resources 0% Asia Africa Latin Middle Western North Eastern America East Europe America Europe

Source: Ambient Insights; EdTechXGlobal; Grand View Research 9 Variety of End Markets and Business Models

Most Popular Ed Tech Business Models 60% . The industry is still searching for innovative and sustainable business models 45% › The most common business model, selling to institutions such as schools and districts, is

characterized by large contract sizes but also 30% revenue risk when they go full term

› “Freemium” models offer free product to 15% teachers, parents and students, and attempt to upsell to a premium offering for a fee 0% . New entrants can gain significant subscriber Institutional Freemium Consumer Freemium Other growth by pursuing direct-to-consumer mobile Institutional Consumer strategies, but monetization remains a challenge › Unlike other industries that monetize Ed Tech Performance Indicators substantial user bases through advertising, Less that option is not available in the education Important Time to Profitability business Retention or Renewals › As such, Ed Tech companies are often required to resort to a traditional “boots on the Unit Economics ground” strategy that incumbent players in the space have employed for decades User Growth

Revenue More Important Revenue Growth

Source: EdSurge; Fresco Capital 10 Core Drivers of Ed Tech Adoption

Advances in cloud computing, data analytics, and connectivity make content easier to create and share

US policy encourages and reinforces the adoption of technology by school districts

Proliferation in social media sites supports collaborative and peer to peer learning models

Spiraling college tuitions promote self-paced learning through eBooks and online education

Sky rocketing demand for coding skills drives computer science education to online sources

Rapid rise in global standards in ROW economies creates arms race mandate in US education

Widespread use of mobile devices and tablets promotes interactive courses, gamification of learning

11 Distribution Technologies are Disrupting the Market

. A decade ago, EdTech was dominated by Learning Management Systems (LMS), which provided to manage and facilitate instructional content for schools › The Blackboard – WebCT merger in 2005 signaled the beginning of the maturation of the LMS market › The LMS market still attracts $5.2B in annual spending with four firms now controlling 80% of the total market

. Now, big data analytics, mobility, and cloud computing are transforming the way in which educational content is distributed and consumed › The primary use of Education Technology is no longer to only manage the learning process, but a new wave of technologies is changing the way content is delivered › Content Aggregation, Massive Open Online Courses (MOOCs), Gamification, eBooks, and Immersive Learning are new technologies that are disrupting traditional educational models › They provide inexpensive, accessible and comprehensive educational content to the masses

1981 1990 1993 2005 2006 2008 2010 2012 2018

Pearson Social First Apple partners with Internet begins collaboration Implementations WebCT and Proliferation of announces the edX introduces Google to IBM introduces spreading to tools gain of wireless Blackboard online content iPad with MOOCs to develop first PC college widespread student Merger aggregators features such as global audience immersive campuses adoption in response eBooks learning Education systems products

Source: Markets and Markets 12 eLearning is Evolving, Driven by the Corporate Market

Corporate eLearning is still evolving and at the cusp of all four “SMAC” technologies (social, mobile, analytics and cloud)

. Corporate eLearning can be defined as all forms of . Learning Management Systems (“LMS“) are electronic media to facilitate training and development increasingly focused on helping employees learn of a company’s workforce what they need to know over and above the regulatory requirements . Traditionally, eLearning spend has been compliance oriented – mandatory training for highly regulated . Electronic record-keeping is still critical, but that persons and industries technology is also changing to accommodate new media (SCORM to xAPI) . With new channels for communicating, including social and mobile now invading the workplace, the . Moving forward, corporations will increasingly adopt floodgates have opened for all types of training – SaaS (57% today) and single provider (62% today) involuntary and voluntary alike LMS solutions

. Moreover, this new content can be delivered in a . Platforms promoting “user experience” and more cost-effective and productivity-enhancing “continuous learning” should experience the most manner growth

Source: Docebo, Capterra 13 eLearning is Evolving (Cont’d)

SMAC technologies are reorienting the Corporate eLearning ecosystem

Past Present Future Monolithic Dis-Aggregation Re-Aggregation Electronic Record-Keeper Specialized, Siloed Solutions Plug & Play Ecosystem Learning Experience Systems

Legacy Content Learning Authoring Tools Modern Learning Management Platform Platform Integration System Content Lean, flexible and “Big Brother”, Monolithic Curation integrated to deliver Tools innovative content Compliance and Certification Tracking Hybrid / Blended Learning SCORM Protocol SCORM & xAPI Protocol

Involuntary Voluntary

Source: Docebo, Capterra 14 Private & Public Markets Reflect Improving Sentiment

EdTech Private Financing $US in Billions . EdTech private markets cooled in the US after a four 7.0 China year uninterrupted run, ending in 2015 6.0 US › 2015 saw a record $1.45B in private funding flowing to US EdTech companies with 165 total transactions 5.0 › In 2018, funding rebounded to $1.45B, matching the 4.0 2015 record high, albeit on thinner volumes of 110 total 3.0 transactions but larger check sizes 2.0 . While US private markets have recovered, fund flows to Chinese EdTech companies have exploded 1.0

› Investors have been drawn to companies developing 0.0 English language learning applications for Chinese 2014 2015 2016 2017 2018 youth, which number 250 million in grades K-12 EdTech Sector Stock Performance 80% SP 500 . These same trends in improving sentiment and fund 70% flows have played out in the public markets EdTech Index 60% . After trailing market indices for several years, EdTech 50% stocks have outperformed over the last two years 40% 30%

. In the new issue market, there have been 8 EdTech IPOs 20% in 2018, equaling the total of the prior 4 years 10%

› Of these 8 IPOs, 4 were Chinese companies which 0%

listed on the NYSE -10%

Note: EdTech index is comprised of these 12 constituents: PSON, TYL, BLKB, CHGG, CSOD, TWOU, PS, INST, SZE:300010, LTG, KAHOOT, RST, SYZ. Market cap weighted based on local market performance.

Source: EdSurge, Capital IQ, GETChina 15 Publicly Traded Ed Tech Firms (>$100M EV)

($ in millions) Market Data Operating Data(c) Enterprise EV / Revenue EV / EBITDA Revenue EBITDA Revenue Growth LQ Gross EBITDA Company Value(a) (b) 2018E 2019E 2018E 2019E 2018E 2019E 2018E 2019E 17A/'16A 18E/'17A 19E/18E Margin Margin

Pearson $10,255 1.9x 1.9x 11.6x 10.5x $5,362 $5,473 $881 $974 9% (12%) 2% 51% 16%

Tyler Technologies 6,914 7.4x 6.7x 24.6x 21.6x 938 1,039 $281 320 11% 12% 11% 47% 30%

Blackbaud 3,624 4.3x 4.1x 19.4x 20.5x 850 892 $187 177 8% 8% 5% 55% 22%

Chegg 3,612 11.4x 9.3x 44.0x 32.1x 317 388 $82 113 0% 24% 22% 73% 26%

Cornerstone OnDemand 3,029 5.7x 5.3x 33.2x 23.4x 529 567 $91 129 14% 10% 7% 73% 17%

2U 2,761 6.7x 5.0x NM NM 412 547 $18 12 39% 44% 33% 79% 4%

Pluralsight 1,672 7.3x 5.5x NM NM 231 307 ($43) (28) 27% 38% 33% 75% (19%)

Instructure 1,167 5.6x 4.5x NM NM 209 259 ($16) (11) 43% 32% 24% 71% (8%)

Beijing Lanxum 1,116 3.4x 3.2x ND ND 328 353 37 ND 22% (1%) 8% 48% 11%

Learning Technologies 756 6.0x 4.5x 21.9x 16.1x 126 170 $34 47 102% 79% 35% 25% 27%

Kahoot! 339 ND ND ND ND ND ND ND ND NM NM NM NM NM

Rosetta Stone 336 1.9x 1.8x NM 82.4x 173 191 ($2) 4 (5%) (6%) 11% 79% (1%)

Sylogist 191 6.7x 6.1x 14.1x 12.3x 28 31 $14 16 3% 5% 10% 70% 48%

MEDIAN $1,672 5.9x 4.8x 21.9x 21.1x $323 $371 $36 $47 13% 11% 11% 71% 17%

Notes: (a) Based on closing stock prices on January 17, 2019 (b) Calculated as Equity Value plus total debt, minority interest (at book value unless otherwise noted) and preferred stock, less cash & equivalents (c) Projections represent Wall Street consensus mean estimates

Source: Capital IQ 16 Transaction Activity Summary – US & Europe

Highlights & Takeaways Private Placements . Ex-China, private capital raised for EdTech companies in Western markets has rebounded Total Number of Transactions Total Capital Raised ($MM) to near-record levels in 2018

. Notable recent transactions $2,231 include the $550M strategic 191 $2,028 investment by Warburg Pincus in 163 Procare and the $130M 136 133 $1,426 investment by TPG in Dreambox $901 . Reflecting the more mature stage of US and European EdTech start-ups, M&A volumes 2015 2016 2017 2018 2015 2016 2017 2018 pushed to record highs in 2018

M&A Transactions . Notable recent transactions include the $1.7B acquisition of Total Number of Transactions Total Transaction Value ($MM) PowerSchool by Onex and the $1B+ acquisition of Renaissance by Francisco Partners 119 118 . PE firms, in particular, have been $8,061 91 94 $7,008 very aggressive establishing $6,027 beachheads in the space, using platform companies and rapid fire add-ons to consolidate key $2,240 sub-segments of the market

2015 2016 2017 2018 2015 2016 2017 2018

17 Source: Capital IQ, 451Research, Crunchbase Top M&A Deals (2015 – 2018)

Date Target Acquirer Sector Target Business Description Deal Rationale EV ($M)

Ellucian’s industry leadership, global reach, management depth, Academic Provides enterprise information management software, Aug-15 and deep vertical focus position the company well for continued 3,500 Mgt. Systems SaaS and services success and growth

Academic Provides excellent teaching and support to every Cognita presents a very interesting opportunity to create value Sep-18 2,500 Distribution student to achieve his or her full potential not only for Jacobs Holding but also for society

Blackstone's unique strategy to hold investments Corporate Provides technology-based educational, curriculum, Apr-17 in exceptionally high-quality companies for longer periods of 2,000 Mgt. Systems and assessment solutions time than traditional private equity funds

PowerSchool has an impressive track record of delivering Academic Offers student information systems and performance Jun-15 innovative, mission-critical products that serve the diverse 1,744 Content solutions for K-12 schools and districts needs of educators, parents and students around the globe

Working with management, Vista seeks to scale EAB's best-in- Academic Provides research, consulting, and systems integration Aug-17 class thought leadership to its loyal and expanding educational 1,550 Mgt. Systems services for the education sector member base.

Corporate lynda.com can change the way in which people connect to Apr-15 Provides online, video-based educational courses 1,500 Distribution opportunity

Academic Provides private education services in the United This transaction will allow us to accelerate our efforts to improve Feb-17 1,212 Distribution States outcomes for all of our students

Believe in Weld North's vision to become the market leader in Academic Develops a digital curriculum and tools for preK- Jan-18 preK-12 digital education. This is the first deal of its size in the 950 Content 12th grade crriculm space.

Comprises enterprise software developing business for Academic The education unit provides numerous synergies with Vista- Dec-16 public administration, public safety, and education 850 Mgt. Sytems owned Powerschool officials

Corporate Provides online college education services for students Combination will accelerate investment in the educational Jul-17 800 Distribution in the U.S. experience students receive

Source: Capital IQ, 451 Research, Crunchbase 18 Most Active PE Acquirers (2015 – 2018)

Acquirer Number of Acquisitions Notable Transaction Representative Acquisitions Gradescope, Illuminate, Alpine, SchoolCity, KDS, Jul-18 - Announced 5-w ay merger to 11 Teachscape, Solutions In Mind, Centris, Excent, created Illuminate (ND) eSPED.com, School Netw ork Improvement

Aug-17 - Acquired The Advisory EAB, Pow erschool, SunGard Public Sector, InfoSnap, 10 Board's education business, aka EAB Maximus, Haiku Learning, SRB Education, Chalkable, ($1.5B) TeacherMatch, Performance Matters

Jan-18 - Sale of Weld North Education Intellify Learning, Performance Matters, Big Brainz, Think 6 (KKR to Silver Lake, $950M) Through Learning, Reasoning Mind, CompassLearning

Dec-18 - Acquired Tes Global from TPG Scenario Learning, Convergence Training , Tes Global, Blue 4 (ND) Canary Data Analytics

Sep-18 - Acquired Campus Management DecisionHealth, Pass Perfect Associates, Idenizen 4 Corp (ND) Smartw are, Educaiton Partners

Career Step, Emergency Certifications, Code3 CME, Medic- 4 10-16 - Acquired Medic-CE.com (ND) CE

5-16 - Acquired Renaissance Learning 3 myON, Discovery Education, Renaissance Learning from Hellman & Friedman (ND)

3 8-18 - Acquired LifeCubby (ND) ChildCare Education Institute, Frog Street Press, LifeCubby

8-17 - Acquired Frontline Technologies 2 Frontline Technologies, Prologic Technology Systems from Insight Venture Partners (ND)

2 5-18 - Acquired Destiny Solutions n2y LLC, Destiny Solutions

Source: Capital IQ, 451 Research, Crunchbase 19 Most Active Strategic Acquirers (2015 – 2018)

Acquirer Number of Acquisitions Notable Acquisition Representative Acquisitions AHC Media, Sw ank HealthCare, Assessment & Intelligence 6 Sep-18 - OnCourse Learning (ND) Systems, RediLearning, Academy Medical Systems, OnCourse Learning

Student Brands, LoudCloud Systems, Paper Rater, MBS 5 Feb-17 - MBS Textbook ($197M) Textbook Exchange, RFQ

4 Learner's Digest ($150M) Firecracker, Macmillan Learning, Learner's Digest, CPE

Aug-15 - TSS Redmond & Ameriteach AmeriTeach, TSS Redmond, MasterLink Training, 1Staff 4 (ND) Training

Eukleia Training, Watershed Systems, gWhiz, Rustici 4 Jan-16 - Rustici Softw are ($26M) Softw are

3 Oct-15 - SmartPros ($17M) CleanEdison, SmartPros, Booz Allen Hamilton

Financial Aid Management for Education, Furlong Business 3 Nov-17 - FAME (ND) Solutions, The Alpha School System

Advanced Instructional Systems, Pathbrite, Learning 3 Sep-16 - WebAssign (ND) Objects

3 May-16 - Imagine Easy ($42M) StudyBlue, WriteLab, Imagine Easy Solutions, Cogeon

2 Jan-16 - Code School ($36M) Train Simple, HackHands, Code School

Source: Capital IQ, 451 Research, Crunchbase 20 Top Financings (2015 – 2018) – US & Europe

Date Company Size ($M) Sector Investors Series Description

Academic Provides solutions to educational institutions to put their Nov-15 $230 Bertelsmann SE & Co. KGaA Growth Distribution degree programs online

Advance Publications; Allen & Company, Academic Apr-17 $190 Investment Arm; TPG Growth; MainStreet Series D Operates a digital learning and education technology platform Distribution Investment Advisors

Corporate Accel Partners; MeriTech Capital Partners; Offers educational training courses in the fields of business, Jan-15 $186 Growth Content Spectrum Equity Management; TPG Capital software, technology, and creative skills

Academic Offers online education resource for children ages 2–7 in the May-16 $150 ICONIQ Capital Growth Mgt. System US and internationally

Academic Develops and delivers online elementary and middle school Jul-18 $130 TPG Growth Growth Mgt. System math software that aligns to the US and Canadian standards

Academic Develops mobile apps including games, online education, and Jul-18 $124 Innova Capital; Naspers Ventures Growth Content entertainment apps for adults and kids

Institutional Venture Partners; General Catalyst Academic Improves communication by helping users find and correct May-17 $110 Partners; Spark Capital Partners; Breyer Series A Mgt. System writing mistakes Capital; Signalfire

CRV; Baillie Gifford & Co.; Bertelsmann Digital Academic Nov-15 $105 Media Investments; GV; Andreessen Horowitz; Series D Provides online education courses Distribution Drive Capital; Emerson Collective

Academic IVP, NEA, Evolution Media, Atomico, Advancit Provides a premier online education platform redefining the Sep-18 $80 Series D Distribution Capital digital learning experience

Austin Ventures; Warburg Pincus; SJF Academic Ventures; Emergence Capital Partners; New Provides a predictive analytics platform that helps institutions Sep-15 $70 Series D Distribution Markets Venture Partners; First Round Capital; to build a strategic analytics infrastructure Felicis Ventures

Source: Capital IQ, Crunchbase 21 Top Funded Companies – US & Europe

Company Total Funding ($M) Sector Lead / Majority Investors Business Description

Academic Provides solutions to educational institutions to put their degree 318.1 Bertelsmann Mgt. Systems programs online

Academic Bezos Expeditions; Rethink Education; Operates a digital learning and education technology platform 289.0 Distribution TPG Growth through which it offers a range of digital courses

Academic EDB Investments; GSV Asset Operates an online education platform that offers access to 210.1 Content Management; Kleiner, Perkins; NEA courses from universities and organizations worldwide

Provides services for k-8 programs, such as individualized Corporate 183.0 New Mountain; Tennenbaum Capital learning, tiered intervention, practice and preparation, classroom Distribution assessment, and foundational literacy

Corporate .406 Ventures; Commonfunf; Mitsui; NGP; Provides video platform for enterprises, media companies, 178.1 Distribution Sapphire Ventures service providers, and educational institutions

Academic Insight Venture; ; Naspers Offers online courses for students in the United States and 173.0 Distribution Ventures; Norwest Ventures internationally

Academic Develops and delivers online elementary and middle school math 172.6 TPG Growth Content software that aligns to the United States and Canadian standards

Corporate Offers online education resource for children ages 2–7 across the 166.5 Angel Capital; ICONIQ Content United States and internationally

Provides an online integrated learning platform for learners in Academic 165.0 NEA, OMERS Ventures higher education, K–12, healthcare, government, and enterprise Distribution sectors

Academic EBD Investments, TAL Education Group, 157.3 Provides an online adaptive learning engine Distribution GSV Asset Management

Source: Capital IQ, Crunchbase 22 Top Funded Companies – China

Company Total Funding ($M) Sector Lead / Majority Investors Business Description

Academic GGV Capital, Sequoia Capital China, Engages in development, promotion, transfer, consulting and 1,059 Distribution NEA, services of education technology

A global education technology company that connects children Academic Sequoi Capital, Matrix Partners, 825.0 with the world's best teachers for real-time online English Distribution Holdings immersion learning

Owns and operates online study platform 17zuoye.com and Academic 580.0 CITIC, Temasek Holdings, Shunwei provides technology-based online and mobile language learning Distribution solutions

Corporate Goldman Sachs, Tencent Holdings, SAIF 457.0 Designs and develops a question-and-answer website Distribution Partners

Operates 110 kindergartens, early education centers and training Academic 365.0 Legend Holdings schools in Shanghai, Suzhou, Nanjing, Chongqing, Changsha and Distribution Guangzhou.

Academic Provides online education platforms for students and business 315.0 Alibaba; Qiming Weichaung Distribution professionals

Develops and operates web-based digital education platform for Academic Baidu, China Minsheng Group, SB China 277.0 online language learning, communication, information, and Distribution services

Academic Provides an exercise database that provides authoritative 243.5 Tencent Holdings, China Media Capital Distribution contents of previous years' examinations for students

Academic Develops training product and provides online teaching services 211.0 AlphaX; CMC Capital; JD Capital Distribution to K-12 education

Academic Online platform for academic credit courses with over 2000 207.0 SINA Corporation, Delta Capital Distribution institutions and 7 million eLearners.

Source: Capital IQ, Crunchbase, GETChina 23 Most Active Investors (2015 – 2018)

Investor Number of Investments Representative Investments* ABL, Accelerate Learning, Backpax, BenchPrep, BetterLesson, Degreed, DreamBox, Imbellus, 22 Kiddom, Kuali, LearnZillion, Lingo Live, New slea, Noodle Partners, Panorama, Piper, Quizlet, RaiseMe, Securely, Sw ing Education Thinkful, Tinkergarten

AltSchool, Andela, BloomBoard, BrightBytes, Build Academy, , Edunav, Experiment, FC, 22 Foundry, General Assembly, KidAdmit, Limelight, MissionU, Photomath, Shearw ater, SlideRule, SoloLearn, Teachable, Varsity Tutors, Wonderw orkshop, Wonderschool

CampusLogic, CollegeVine, Credly, EquitySim, EverTrue, Examity, Galvanize, MissionU, Mitomatic, 21 Mpow er, Packback, Portfolium, Pragya Systems, Ready Education, Revature, Techtonic, UNICAF, Veridas Learning

Alw ays Be Learning, BetterLesson, Class Tw ist, Elevation, Epic! Creations, FreshGrade, Holberton 17 School, Limelight, Monki Mun, Nearpod, Neuron Fuel, SchoolMint, Stryder, Tapd, Tinkergarten, Mrs Wordw orth, Piper

Allovue, Alw ays Be Learning, BrightBytes, Civitas Learning, Crehana, Degreed, EverFi, General 17 Assembly, Guild, Imbellas, Know ledge to Practice, Lessonly, MissionU, NoRedlnk, Trilogy, Voxy, Wonderschool

BenchPrep, Bridge Academies, Coursera, Desire2Learn, Duolingo, Edmodo, EverFi, 10 MindTickle,Neuron Fuel, FiftyThree

9 Vidcode, Peergrade, Limelight, Ready Education, Rocketlit, Leada, Mimir, WayUp, Cribspot

8 Sw ing Education, CodeSpark, Allovue, Educents, NoRedInk, Enuma, CodeHS, SchoolMint

Wonderschool, Knew ton, Raise Labs, Civitas Learning, Percolate Industries, 7 Earnest Operations, Koru Careers

7 RealtimeBoard, Knew ton, MindTickle, Tangible Play, Grovo Learning, Lynda.com, Vedantu

* Excludes seed rounds Source: CapIQ, Crunchbase 24 Mergers & Acquisitions 2015 - 2018 For disclosed transactions EdTech M&A (Cont’d)

Transaction Target EV / Date Target Acquirer Value ($M) TTM Rev TTM Rev Target Description Offers online game which teaches to children which Dec-18 CodeMonkey Studios TAL Education Group $20 ND ND includes language CoffeeScript

Provides an online training platform that enables the businesses to access Nov-18 Grovo Learning Cornerstone OnDemand 24 ND ND technology, content, and service to align, educate, and inspire their teams

Operates as a holding company for businesses that provide traditional and Oct-18 Cambium Learning Veritas Capital 744 159 4.7x software-based educational curriculum for the education sector

Provides exceptional learning at its preschools, schools, university pathway Sep-18 ACG Education Inspired 500 ND ND programs, and vocational colleges

Provides excellent teaching and support to every student to achieve his or her full Sep-18 Cognita Schools Jacobs Holding 2,500 ND ND potential

Provides Microsoft Windows-based child care management software, SaaS, Aug-18 Procare Software Warburg Pincus 550 ND ND services and integrated hardware for businesses globally

Provides a crowdsourced learning website and mobile app for students and Jul-18 StudyBlue Chegg 21 ND ND teachers globally through www.studyblue.com

Jun-18 Qwizdom Boxlight 3 ND ND Provides classroom presentation and engagement solutions

Provides AI-enhanced software that helps high school students with grammar, May-18 WriteLab Chegg 15 ND ND sentence structure and writing style, and gives them feedback for revisions, edits and improvements to their written work

Apr-18 Vocado Oracle 130 8 16.3x Provides financial aid management SaaS for higher education institutions

Provides online IT, digital marketing and Web development, and software Apr-18 General Assembly Adecco Group 413 $100 4.1x development courses for consumers globally

Offers student information systems and performance solutions for K-12 schools Apr-18 PowerSchool Group Onex 1,744 ND ND and districts

Apr-18 Embibe Reliance Industries 180 ND ND Provides AI-based education data analytics SaaS to schools in India

Operates an online platform that enables educators to connect and collaborate Apr-18 Edmodo Best Assistant Education Online 138 1 136.3x with students, parents, and each other

Provides an online and mobile medical education, learning and exam preparation Mar-18 Firecracker Wolters Kluwer Health 11 ND ND service for healthcare markets and students and higher learning institutions

Source: Capital IQ, 451 Research, Crunchbase 26 EdTech M&A (Cont’d)

Transaction Target EV / Date Target Acquirer Value ($M) TTM Rev TTM Rev Target Description Discovery Education [Discovery Provides e-textbooks, online learning materials, and professional development Feb-18 Francisco Partners $120 ND ND Communications] training for K-12 schools and educators

Jan-18 Weld North Education Silver Lake Partners 950 ND ND Develops a digital curriculum and tools for preK-12th grade

Nov-17 Big Universe K12 3 ND ND Provides K-12 literacy education SaaS to schools

Oct-17 Capella Education Strayer Education 800 440 1.8x Provides online college education services for students in the U.S.

Provides a mobile application that helps high-school and college students with Oct-17 Cogeon Chegg 27 ND ND their mathematics problems

Engages in academy franchise, after class education service, publication, and e- Oct-17 A1N Co-link Private Equity Co. 96 12 7.7x learning business in South Korea

Provides educational services in the Middle East, North Africa, East Asia, and Sep-17 Educational Holding Group Boubyan Petrochemical 245 38 6.5x internationally

Develops a learning management system that manages, delivers, and tracks Sep-17 Absorb Software Silversmith Capital Partners 59 ND ND online and instructor led training events

Provides research, consulting, and systems integration services for the Aug-17 EAB Vista Equity Partners 1550 ND ND education sector

Publishes print and digital K-12 resources, standards-aligned instructional Aug-17 Triumph Learning School Specialty 20 25 0.8x materials, and literacy programs for students and teachers in the United States

Provides online study and writing skills education services for high school, Aug-17 Student Brands Barnes & Noble Education 585 ND ND college, and post-graduate students

Provides school network and computer lab management SaaS for businesses in Aug-17 Impero Software Investcorp Technology Partners 36 ND ND the education industry

Jul-17 JumpStart Games NetDragon Websoft 26 ND ND Designs and produces educational mobile and multiplayer online games

Jun-17 Learning Heroes CallidusCloud 10 ND ND Provides online professional development courses for businesses in Europe

May-17 GetSmarter 2U 103 17 6.1x Provides online short education courses for working professionals in South Africa

Source: Capital IQ, 451 Research, Crunchbase 27 EdTech M&A (Cont’d)

Transaction Target EV / Date Target Acquirer Value ($M) TTM Rev TTM Rev Target Description

Apr-17 Ascend Learning Blackstone 2,000 ND ND Provides technology-based educational, curriculum, and assessment solutions

Provides gamified education SaaS to help children from Pre-K to Grade 2 to learn Apr-17 Ooka Island Scholastic $10 ND ND to read

Provides an online scholarship application software solution for community Apr-17 AcademicWorks Blackbaud 50 ND ND colleges, public and private institutions, universities, and foundations

Develops, markets, and sells software-as-a-service based talent management Feb-17 Halogen Software Saba Software 212 72 2.9x software solutions worldwide

Provides performance, knowledge, and learning management solutions Feb-17 NetDimensions Learning Technologies Group 67 25 2.6x worldwide

Provides K-12 education assessment management software for schools and Jan-17 Questar Assessment ETS 128 ND ND educators

Vista Equity Partners Dec-16 SunGard 850 ND ND Provides ERP administration SaaS for the K-12 business Management

Provides financial and payment processing software and services for higher Jun-16 Higher One Blackboard 263 152 1.7x education institutions

May-16 Imagine Easy Solutions Chegg 42 ND ND Operates multiple websites that provide online academic tools

Apr-16 LTS Education Systems K12 23 8 2.9x Designs and develops digital game-based learning platforms and software

Provides external, SaaS, cloud-based learning management solutions (LMS) for Apr-16 ViewCentral Callidus Software 4 ND ND technology, financial services, biosciences, human resources, consulting, and other industries Provides accounting professional training course software, as well as teaching Mar-16 Xiamen NetinNet Software China Distance Education 33 ND ND simulation software, for colleges and college students in China Provides school parent and staff communications software-as-a-service that Mar-16 Synrevoice Technologies West 9 ND ND enables the dissemination of daily attendance and school-wide messages for K- 12 schools and districts Provides courseware and learning management, workforce training and related Mar-16 LoudCloud Systems Barnes & Noble Education 18 ND ND analytics SaaS for educational institutions and businesses

Feb-16 Colloquy ND 19 ND ND Develops and supports online higher education programs

Source: Capital IQ, 451 Research, Crunchbase 28 EdTech M&A (Cont’d)

Transaction Target EV / Date Target Acquirer Value ($M) TTM Rev TTM Rev Target Description Provides content on a learning network for children, families, and teachers Feb-16 Cricket Media Group ZG Ventures $32 13 2.4x worldwide

Feb-16 LeapFrog Enterprises VTech 72 284 0.3x Provides child-oriented hardware and software

Provides standards compliance, content management and collaboration software Jan-16 Rustici Software Learning Technologies 26 7 3.9x for E-learning institutions

Provides electronic learning management SaaS, including collaboration, student Oct-15 Wizlearn Technologies V-cube Global Services 14 ND ND assessments and mobile device-based learning, for K-12 schools globally

Provides Internet-based e-learning solutions with customized contents to various Oct-15 Wizlearn Technologies V-cube 14 11 1.2x corporate organizations, government institutions, and agencies

Provides interactive whiteboards, wireless presentation devices, and electronic Oct-15 Promethean World NetDragon Websoft 130 ND ND pens

TPG Capital / Leonard Green Aug-15 Ellucian 3,500 ND ND Provides enterprise information management software, SaaS and services Partners

Provides mobile and online continuing medical education (CME) audio and video Aug-15 Learner's Digest International Wolters Kluwer Health 150 ND ND content for the healthcare industry worldwide

Provides an online community destination where former high school classmates Aug-15 Classmates Intelius 30 ND ND can locate each other and plan events

Houghton Mifflin Harcourt Provides a reading app that digitalizes children’s stories and adds features such Aug-15 MeeGenius 1 ND ND Company as word highlighting and audio playback

Aug-15 Smart Tuition Blackbaud 190 30 6.3x Provides on-site and cloud-based tuition payment processing

Provides e-learning services and learning technologies to corporate and Jul-15 Eukleia Training Learning Technologies 17 8 2.2x government clients Offers online education courses on Health Portability and Jul-15 BridgeFront Callidus Software 5 ND ND Accountability Act (HIPPA), compliance, revenue cycle, risk management, and communication skills Provides online digital marketing training, including SEO, PPC, mobile and social Jun-15 Market Motive Simplilearn Solutions 10 ND ND media marketing, and display advertising training for businesses and individuals

Jun-15 PowerSchool Vista Equity Partners 350 97 3.6x Provides web-based and mobile student information system (SIS) software

Source: Capital IQ, 451 Research, Crunchbase 29 EdTech M&A (Cont’d)

Transaction Target EV / Date Target Acquirer Value ($M) TTM Rev TTM Rev Target Description Creates, develops, supplies, and supports learning technology solutions primarily Jun-15 Promethean World Best Assistant Education Online $141 181 0.8x for the education market

Jun-15 EliteMedianet Oakley Capital 24 34 0.7x Provides an online academic and degree-focused dating service

Scholastic (EdTech business Apr-15 Houghton Mifflin Harcourt 575 ND ND Provides curriculum-based online educational courses assets)

Operates an online visual editing platform that allows users to turn 3D content Apr-15 Verold Box 5 ND ND into interactive presentations on the Web

Apr-15 lynda.com LinkedIn 1,500 150 10.0x Provides online, video-based educational courses

Provides student management software, including admissions, enrollment and Mar-15 Callista Software Services Tribal Group 3 13 0.2x fees management, for educational institutions in Australia

Provides software as a service model human resources and talent management Feb-15 HRsmart Deltek 45 ND ND software solutions for companies to attract, hire, develop, and retain talent Provides employee training, performance management, learning and Feb-15 Saba Software Vector Capital 268 ND ND assessment management, compensation management, collaboration and Web conferencing SaaS Provides online computer programing instructional video courses, screencasts Jan-15 Code School Pluralsight 36 ND ND and tutorials website

Source: Capital IQ, 451 Research, Crunchbase 30 Private Placements 2015 – 2018 For investments of $20M and above EdTech Private Placements

Amount Date Target Investor Round Raised ($M) Investors Target Description Stanford University; REV Venture Partners; State Street Operates an online social knowledge network platform that allows Dec-18 EdCast Growth $34 Global Advisors; SoftBank Capital; Mistletoe Corp; Cervin individuals and organizations to build their knowledge network Ventures Gemini Israel Funds; Viola Ventures; Vintage Investment Provides cloud-based service management platform that helps Nov-18 Samanage Series D 30 Partners; Private Equity; Marker; Salesforce organization to unlock the potential of their employees Ventures

Designs and develops whiteboarding platform for cross-functional Nov-18 RealtimeBoard Series A 25 Accel Partners; AltaIR Capital team collaboration

Provides a premier online education platform redefining the digital Sep-18 MasterClass Series D 80 IVP, NEA, Evolution Media, Atomico, Advancit Capital learning experience

CICC, Sequoia Capital China, Everest Venture Capital, GX Provides a construction platform for makers and STEM Aug-18 Makeblock Series C 43 Capital learners to turn ideas into reality

Discovers and distributes eBooks, eTextbooks, digital course Aug-18 RedShelf Series C 25 DNS Capital packets, publisher product codes, print on demand, and digital OER online for student learners Provides students with tailored recommendations for exactly what Aug-18 Knewton Debt 25 TriplePoint Capital to study and teachers with analytics to better support each student Andreessen Horowitz, Omidyar Network, Gary Community Offers a platform where people can start infant and toddler Aug-18 Wonderschool Series A 20 Investments, First Round Capital, Correlation Ventures, programs and preschools out of their homes Abstract Ventures

Aug-18 Procare Software Growth 550 Warburg Pincus Provides integrated child care management technology solutions

Develops and delivers online elementary and middle school math Jul-18 DreamBox Learning Growth 130 TPG Growth software that aligns to the United States and Canadian standards

Felicis Ventures, Bessemer Venture Partners, Redpoint, Offers classes, programs and degrees for working adults, with a Jul-18 Guild Education Series C 40 Bank, Salesforce Ventures, Harrison Metal, path for them to move forward in their education and career Cowboy Ventures, Rethink Education, Workday Ventures

Union Square Ventures; Amasia; Burda Principal Operates an online learning community for creators around the Jul-18 Skillshare Series C 28 Investments; Spero Ventures world

Accel Partners; Bessemer Venture Partners; FirstMark Jul-18 Knewton Debt 25 Capital; Sofina Société Anonyme; First Round Capital; Provides an online adaptive learning engine Founders Fund; Atomico Investment

Catalyst Investors, University Ventures, New Markets Jul-18 Galvanize Series C 32 Provide a school for entrepreneurs, engineers, and data scientists Venture Partners, ABS Capital Partners

Develops apps in various platforms for mobile phones, Jul-18 Movile Internet Móvel Growth 124 Innova Capital; Naspers Ventures smartphones, and tablets, including games, online education, and entertainment apps for adults and kids

Source: Capital IQ, Crunchbase 32 EdTech Private Placements (Cont’d)

Amount Date Target Investor Round Raised ($M) Investors Target Description

Provides K-12 contracted instructional services in the United Jun-18 Catapult Learning Debt $21 ND States

General Atlantic Service Company; Bpifrance Designs and develops an online Web platform that offers online May-18 OpenClassrooms Series B 60 Investissement; Alven Capital Partners; Citizen Capital educational courses accessible to all Partenaires

Offers ClearCost, a cloud-based student financial aid engagement Apr-18 CampusLogic Growth 55 JMI Equity platform.

Tennenbaum Capital Partners; New Mountain Capital; New Provides online learning programs to drive student achievement for Apr-18 Edmentum Growth 25 Mountain Finance academic and career success

Insight Venture Partners; Seaya Capital Gestión, SGEIC; Develops educational games for K-12 children on mobile and Mar-18 Yogome Series B 27 Variv Capital; Exceed Capital Partners browser-based platforms

Signal Peak Ventures; Owl Ventures; Jump Capital; Provides a lifelong learning platform to track, discover, and Mar-18 Degreed Series C 42 Founders Circle Capital; GSV Acceleration recognize learning

Operates an online quality-oriented education platform targeting ZhenFund; Gopher Asset Management; Fosun RZ Capital; Mar-18 Chengzhangbao Series B 24 K12 students that provides online courses for children to improve Gene Capital language logic, mathematical logic, memory, and attentiveness

Technology Crossover Ventures; Learn Capital; Chan Feb-18 Varsity Tutors Series C 50 Offers in-home and online private academic tutoring services Zuckerberg Initiative

Africa Crest Operates K-12 schools across the African continent and a chain of Feb-18 Venture 20 Dubai Investments Education schools under the name SABIS

Altos Ventures; Icon Ventures; Union Square Ventures; Owl Develops and builds learning tools for students and teachers Feb-18 Quizlet Series B 20 Ventures; Costanoa Venture Capital worldwide

Africa Crest Jan-18 Venture 20 Dubai Investments Owns and operates K-12 schools across the African continent Education

MindTickle Interactive Accel Partners; Canaan Partners; New Enterprise Provides a social learning platform for organizations and Dec-17 Series B 27 Media Associates; QUALCOMM Ventures corporations in various industries

Develops apps in various platforms for mobile phones, Nov-17 Movile Internet Móvel Growth 82 Innova Capital; Naspers Ventures smartphones, and tablets, including games, online education, and entertainment apps for adults and kids Madrona Venture Group; SOFTBANK Ventures Korea; Vtron Oct-17 Wonder Workshop Series C 41 Group; TAL Education Group; Tencent, Investment Arm; Offers dash and dot robots that help kids to learn to code Maven Ventures Growth Labs; Mindworks Ventures Beijing Gaosibole The Hina Group; Sinovation Ventures Enterprise Develops training product and provides online teaching services to Sep-17 Education Growth 83 Management; CMC Capital Partners; China International K-12 education Technology Capital; Loyal Valley Capital; AlphaX Partners

Source: Capital IQ, Crunchbase 33 EdTech Private Placements (Cont’d)

Amount Date Target Investor Round Raised ($M) Investors Target Description

Develops a learning management system that manages, delivers, Sep-17 Absorb Software Growth 59 Silversmith Capital Partners and tracks online and instructor led training events

Engages in academy franchise, after class education service, Aug-17 A1N PIPE $27 ND publication, and e-learning business in South Korea

Develops a language learning platform for for businesses, schools, Jul-17 Duolingo Series E 25 Drive Capital and governments globally

Beijing Combanc Jun-17 Venture 24 Beijing Lanxum Technology Develops educational software Technology

GSV Capital; Kleiner Perkins Caufield & Byers; New Operates an online education platform that offers courses from Jun-17 Coursera Series D 64 Enterprise Associates; The Lampert Foundation, universities and organizations worldwide Endowment Arm; Learn Capital Provides an online platform that enables users to view and REV Venture Partners; Social Capital; CAA Ventures; May-17 CreativeLIVE Growth 25 purchase online courses related to photography, video, design, Greylock Partners; GSV Acceleration business, audio, music, crafting, and software training

Institutional Venture Partners; General Catalyst Partners; Develops an online grammar and spelling checker that improves May-17 Grammarly Series A 110 Spark Capital Partners; Breyer Capital; Signalfire communication by helping users find and correct writing mistakes

Advance Publications; Allen & Company, Investment Arm; Apr-17 EverFi Series D 190 Operates a digital learning and education technology platform TPG Growth; MainStreet Investment Advisors

Develops and provides a software solution for data collection and Apr-17 Qualtrics Series C 180 Accel Partners; Insight Venture Partners; Sequoia Capital analytics

Kleiner Perkins Caufield & Byers; New Enterprise Operates an online education platform that offers courses from Mar-17 Coursera Series D 64 Associates; The Lampert Foundation, Endowment Arm; universities and organizations worldwide Learn Capital; GSV Asset Management

Inherent Group; Trinity Capital Investment; University Mar-17 Examity Series A 21 Enables trainers to create mobile courses and learning games Ventures

Insight Venture Partners; Krillion Ventures; Reach Capital; Provides a cloud-based platform to enhance the learning process Mar-17 Nearpod Series B 21 GSV Acceleration in classrooms and distance learning

Accel Partners; Upfront Ventures; J.F. Shea Venture Develops a hardware gaming device for kids that connects to iPad Dec-16 Tangible Play Series B 24 Capital; Mattel; K9 Ventures; Collaborative Fund; Houghton and iPhone Mifflin Harcourt Company; Calibrate Partners

Nov-16 Inkling Systems Series E 25 Sequoia Capital; Sapphire Ventures; Tenaya Capital Provides cloud publishing platforms to create and publish content

Nov-16 Axonify Venture 27 JMI Equity; BDC Venture Capital Provides an eLearning platform for corporate learning

Source: Capital IQ, Crunchbase 34 EdTech Private Placements (Cont’d)

Amount Date Target Investor Round Raised ($M) Investors Target Description Operates a game-based learning and trivia platform for schools, Sep-16 Kahoot! Series A 20 Northzone Ventures; Creandum; M12 businesses, and professional users in the United States and internationally

ABS Capital Partners; University Ventures; Aspen Grove Offers education, workspace, and networking for students, Aug-16 Galvanize Series B $45 Capital; Colorado Impact Fund; Teamworthy Ventures startups, and large companies in the United States

CRV; Madrona Venture Group; WI Harper Group; Innovation Jul-16 Wonder Workshop Series B 20 Offers dash and dot robots that help kids to learn to code Works; TCL; Learn Capital; Sinovation North America

Develops science, technology, , and mathematics Jul-16 Slate Science Series B 45 ND educational applications for tablets

New Enterprise Associates; Advance Publications; Silicon Jul-16 EverFi Series C 40 Valley Bank; Bezos Expeditions; TomorrowVentures; Operates a digital learning and education technology platform Rethink Education; Rethink Impact

Index Ventures; Union Square Ventures; Flybridge Capital Jul-16 Codecademy Series C 30 Offers online training classes on coding Partners; Naspers Ventures

Offers online courses for students in the United States and Jun-16 Udemy Growth 60 Naspers Ventures internationally

Operates ABCmouse.com Early Learning Academy that offers May-16 ABCmouse Growth 150 ICONIQ Capital online education resource for children ages 2–7

Offers courses that give professional certification and skills training Feb-16 KooLearn ND 49 Tencent Holdings, Investment Arm in areas such as Business English, Finance, Management, and IT training Provides an online training platform that enables the businesses to Accel Partners; SoftTech VC; Costanoa Venture Capital; Jan-16 Grovo Learning Series C 40 access technology, content, and service to align, educate, and RSE Ventures, Investment Arm; Vayner/RSE inspire their teams

Provides a technology and services platform that delivers Jan-16 Everspring Venture 28 ND customized and integrated education solutions online

General Catalyst Partners; GSV Advisors; Reach Capital; Operates an online classroom tool that helps teachers enhance Dec-15 ClassDojo Series B 21 Signalfire behavior in their classrooms.

Provides solutions to educational institutions to put their degree Dec-15 HotChalk Growth 83 ND programs online

Provides a lifelong learning platform to track, discover, and Dec-15 Degreed Series B 21 Jump Capital; Signal Peak Ventures; Rethink Education recognize learning

Birchmere Ventures; Catalyst Investors; Catamount Provides online speech therapy, occupational therapy, behavioral Nov-15 PresenceLearning Series C 25 Ventures Management; New Markets Venture Partners; and mental health, and other special education related services to Blue Heron Capital K-12 students and school districts

Source: Capital IQ, Crunchbase 35 EdTech Private Placements (Cont’d)

Amount Date Target Investor Round Raised ($M) Investors Target Description Goldman Sachs Group, Merchant Banking Division; Provides online education platforms for students and business Nov-15 iTutorGroup Series C 200 Temasek; GIC; China Investment Corporation; Russian professionals Direct Investment Funs CRV; Baillie Gifford & Co.; Bertelsmann Digital Media Nov-15 Series D $105 Investments; GV; Andreessen Horowitz; Drive Capital; Provides online education courses Emerson Collective

Nov-15 Varsity Tutors Series B 50 Technology Crossover Ventures Offers in-home and online private academic tutoring services

JMI Equity; FirstMark Capital; Intel Capital; Great Road Develops a cloud-based learning management system for K-12, Nov-15 Schoology Series D 32 Holdings higher education, and corporates

Provides solutions to educational institutions to put their degree Nov-15 HotChalk Growth 230 Bertelsmann SE & Co. KGaA programs online

Develops and operates web-based digital education platform for Shanghai Hujia Oct-15 Series D 157 SB China Venture Capital; China Minseng Investment online language learning, communication, information, and Cultural Transmission services

Oct-15 TalentSoft ND 25 Goldman Sachs Group, Merchant Banking Division Develops cloud-based talent-management software

Benchmark; Goldman Sachs, Merchant Banking Division; Operates an online professional network for scientific researchers Oct-15 ResearchGate Series D 53 Wellcome Trust, Investment Division; Groupe Arnault; worldwide Founders Fund; Tenaya Capital; The Four Rivers Group Accel Partners; Bessemer Venture Partners; FirstMark Oct-15 Knewton Growth 52 Capital; EDB Investments; Founders Fund; TAL Education Provides an online adaptive learning engine Group Beijing Gaosibole Develops training product and provides online teaching services to Sep-15 Education Growth 20 Morningside Venture Capital; Lightspeed China Partners K-12 education Technology Austin Ventures; Warburg Pincus; SJF Ventures; Provides a predictive analytics platform that helps institutions to Sep-15 Civitas Learning Series D 70 Emergence Capital Partners; New Markets Venture build a strategic analytics infrastructure bringing real-time insights Partners; First Round Capital; Felicis Ventures to administrators, faculty, advisors, and students Beijing Gaosibole Develops training product and provides online teaching services to Aug-15 Education Series B 63 JD Capital K-12 education Technology New Enterprise Associates; Kleiner Perkins Caufield & Operates an online education platform that offers courses from Aug-15 Coursera Series C 61 Byers; International Finance Corporation; Times Internet universities and organizations worldwide Limited; Learn Capital; GSV Capital

Bessemer Venture Partners; Insight Venture Partners; Learn Operates a SaaS-based data analytics platform that measures Jul-15 BrightBytes Series C 33 Capital; Rethink Education and links technology use in education to learning outcomes

Scottish Equity Partners; IBB Beteiligungsgesellschaft; REV Jul-15 Babbel Series C 22 Operates an online learning system for foreign languages Venture Partners; NGP Capital

Source: Capital IQ, Crunchbase 36 EdTech Private Placements (Cont’d)

Amount Date Target Investor Round Raised ($M) Investors Target Description

Operates an education Website that helps parents and students in Jun-15 Noodle Education Venture 28 ND making decisions about learning

Kleiner Perkins Caufield & Byers; New Enterprise Jun-15 Duolingo Series D $45 Develops a language learning platform for classrooms Associates; Union Square Ventures; CapitalG

Insight Venture Partners; Norwest Venture Partners; Stripes Offers online courses for businesses through the Udemy Business Jun-15 Udemy Series D 65 Group product

Sequoia Capital; Technology Crossover Ventures; Granite Develops and delivers video interviewing software solutions and Jun-15 HireVue Growth 45 Ventures; Patricia Industries; Rose Park Advisors; Peterson assessment services for recruiting and hiring talent Ventures

Accel Partners; MeriTech Capital Partners; Spectrum Equity Offers educational training courses in the fields of business, Jan-15 Lynda.com ND 186 Management; TPG Capital software, technology, and creative skills

Source: Capital IQ, Crunchbase 37 About AGC Partners

Note: This document is intended to serve as an informative article only in order to further discussion, analysis and independent verification. This document is based upon sources believed to be reliable, however, we do not guarantee the sources’ accuracy. Unless otherwise indicated, AGC does not believe that the information contained herein is sufficient to serve as the basis of an investment decision. There can be no assurance that these statements, estimates or forecasts will be attained and actual results may be materially different. This is not a solicitation of an offer of any kind. To learn more about the company/companies that is/are the subject of this commentary, contact one of persons named herein who can give you additional information. AGC’s Dedicated Education Technology Team

Tristan Snyder Benjamin Howe Jon Guido Mike Parker Sean Tucker Partner Co-Founder, CEO Partner Partner Vice President . Tristan is a Partner in . Ben is a co-founder and . Jon is a founding partner . Mike joined AGC Partners AGC’s Dallas office the CEO of AGC Partners and Chief Operating in 2017 and is Head of the . Sean is a Vice President and Project Manager in . He has over 13 years of Officer at AGC Partners, Chicago Office . In 30+ years as an AGC’s London Office sector-specific investment investment banker, Ben with a focus on Software . He has closed more than banking experience, has completed more than and Internet/Digital Media $20B in transactions over . At AGC Sean has advised including tech-enabled 300 transactions sectors his career on transactions ranging from sell-side and buy-side services, SaaS, and cloud . As Jon approaches 20 . Mike’s focus areas include . Prior to AGC, he served as M&A mandates to debt technologies years as an investment enterprise software/SaaS, Managing Director, Head and equity financings. He . Tristan has completed banker, he has completed FinTech, security, internet of M&A and Executive has been a part of deal more than 45 M&A and more than 80 transactions and mobile apps, among Committee Member at SG teams spanning a broad capital raising others Cowen Securities, and . Jon helped found AGC in sector base within transactions, totaling more prior to that served as February 2003, . Most recently, he was an technology, including than $4 billion in enterprise Head of Technology coordinating the M&A banker with . Fintech, IoT, Security, value for the infrastructure build, capital Prior to Lazard, he was Gaming and Vertical . Prior to AGC, he was Co- East Coast and Europe at raise, and recruiting effort Vice President of Business Software Head of Intrepid Montgomery Securities Operations & Strategy at . In his role as COO, he . Prior to joining AGC, Sean Investment Bankers’ SuccessFactors, which . He serves as co-chairman works on developing and worked at Ernst and software and services sold to SAP for over $3.6 of Excel Academy, which implementing the firm’s Young where he led practice billion, and prior to that he has four charter schools in financial, operational, and engagement teams in the was a tech banker with . He holds a B.A. in East Boston, and served business development Financial Services Office Business Admin & Finance on the board of strategies Capital in Menlo . Sean holds a B.S. in from the University of Portsmouth Abbey and the Park . Prior to joining AGC, Jon Business Administration Washington advisory board of Trinity . Mike holds a B.A. in worked in SG Cowen's from Babson College and College Business Administration a Masters in Accounting from the Foster School of . He holds a B.A. in Group from Olin Graduate School Business at the University Economics from Trinity . He received a B.A. with of Business College and an M.S. in honors from Colgate of Washington and an Accounting from The Stern University M.B.A. from the Tuck School of Business at School of Business at NYU Dartmouth College

39 Top Ranked Boutique Bank – 358 Closed Deals

.

TOP DEALMAKERS . # Firm Trans. 1. Morgan Stanley 179 2. Raymond James 150 . 3. William Blair 150 4. Houlihan Lokey 129 5. J.P. Morgan Securities 124 66.. AGC AGC Partners Partners 120119 7. Evercore Partners 119 8. GCA Advisors 117 9. Goldman Sachs 113 10. Jefferies 92 11. Lazard 79 12. Petsky Prunier 79 13. Mooreland Partners 78 14. DCS Advisory 77 15. Pagemill Duff & Phelps 74 16. Merrill Lynch 73 17. Robert W. Baird 70 18. Qatalyst Partners 69 19. Arma Partners 68 20. GP Bullhound 68 21. KeyBanc Capital Markets 62 22. Securities 60 23. Stifel, Nicolaus & Company 60 24. Needham & Company 59 25. Barclays40 Capital 53 Source: 451 Research 18 Highly Experienced Partners, Sector-Focused

SOFTWARE

Fred Joseph Jon Guido Ben Howe Dennis Hugh Doug Hurst Rourke Hoffman

Elena Mike Greg Roth Markus Charlie Tristan Marcus Parker Salolainen Schopp Snyder SECURITY

Maria Lewis Ben Howe Joe Dews Russ Eric Davis Fred Joseph Kussmaul Workman DIGITAL MEDIA & INTERNET

Jon Guido Linda Elena Mike Tristan Sean Gridley Marcus Parker Snyder Tucker INFRASTRUCTURE

Rob Buxton Markus Joe Dews Dennis Fred Joseph Doug Hurst Salolainen Rourke 41 Common Characteristics of an AGC Banking Team

42 AGC Drives Outstanding Outcomes

PE Growth Financings and Compelling Strategic Outcomes

EV / Equity Check / EV / Client Investor / Acquirer Rev. Multiple Client Acquirer Rev. Multiple

$1B / $550M / $400M / 8.5x 8.0x

$145M / $69M / $275M / 7.4x 5.1x

$100M / ND / ND / ND ND

ND / $65M / $200M / ND ND

$100M / ND / $172M / 4.7x ND

ND / ND / $152M / ND ND

ND / $49M / $90M / ND ND

ND / $25M / ND / ND ND

ND / $25M / ND / ND ND 43 Source: 451 Research AGC’s SaaS Performance Exam

AGC is the most active SaaS focused investment bank and has unmatched experience working with the most relevant SaaS metrics

Not Strong Solid Great

ARR Scale <$8M $8-20M $20M+

ARR 3-Year CAGR 5-20% 20-50% 50%+

Customer Retention 90% 90-95% 95%+

% Subscription <70% 70-90% 90%+

Gross Margin <60% 60-75% 75%+

Rule of 40% <20% 20-40% 40%+

LTV / CAC <3x 3-5x 5x+

ASP/Customer/Year <$25k $25k-250k $250k+

Avg. Contract Length <1 year 2 years 2+ years

TAM $500M $1-2B $2B+

Barriers to Entry Low Medium High

Representative Multiple 2-4x 4-6x 7-10x+

44 Continued Momentum: 47 Deals Completed in Last 18 Months

financed by

45 Note: excludes nondisclosed transactions. AGC’s Strong Bond With Technology Investors

ABRY Partners DST Global Huntsman Gay Global Capital Norwest Equity Partners Silversmith Capital Partners ABS Capital Partners Edison Partners ICONIQ Capital Norwest Venture Partners Sigma Prime Accel Partners Elephant Partners IDG Novacap Siris Capital Accel-KKR EQT Holdings ILONA Capital Oak Investment Partners SoftBank Adams Street Partners ESQ Capital Index Ventures Oakley Capital Sorenson Capital Advent International ESW Capital In-Q-Tel OpenView Partners Spark Capital Andreessen Horowitz Evolution Equity Insight Venture Partners Osage University Partners Spectrum Equity Apax Partners Font4 Ventures Institutional Venture Partners Paladin Capital Group Spire Capital Apollo Global Management Formation8 Partners Investcorp Technology Partners Spring Lake Equity Partners Arrowroot Capital Founders Fund Investor Pamplona Capital Staley Capital Ascent Venture Partners F-Prime Capital Partners JMI Equity Parallax Capital Partners Stripes Group Audax Group Francisco Partners K1 Investment Management Parthenon Capital Partners Sumeru Equity Partners AXA Strategic Ventures Front4Ventures Kayne Anderson Peak Equity Partners Summit Partners Bain Capital Ventures Frontier Capital Khosla Ventures Periscope Equity Susquehanna Growth Equity Baird Capital FTV Capital KKR Growth Platinum Equity Symphony Technology Group Balyasny Asset Management Fulcrum Equity Partners Kleiner, Perkins, Caulfield & Byers Polaris Venture Partners TA Associates Battery Ventures General Atlantic LaunchCapital Providence Equity Partners Technology Crossover Ventures BDC Capital General Catalyst Partners Legend Capital PWP Growth Equity Fund Temasek Holdings Benchmark Capital GGV Capital Level Equity QuestMark Partners Tenaya Capital Bessemer Venture Partners GI Partners Lightspeed Venture Partners Radian Capital Thoma Bravo Blackstone Private Equity Globespan Capital Partners LLR Partners Redline Capital Thomas H. Lee Partners Boathouse Capital Golden Gate Capital Long Ridge Equity Partners Redpoint Ventures TPG Growth Bregal Sagemount Goldman Sachs Lovell Minnick Partners Resurgens Technology Partners TriplePoint Capital Bridgepoint Capital Gores Group Lumia Capital Revelstoke Capital Partners True Wind Capital Brown Brothers Harriman Great Hill Partners Macquarie Revolution Growth Union Square BV Investment Partners Greenspring Associates Madison Dearborn Rho Capital Partners Updata Partners Canaan Partners Greycroft Partners Mainsail Partners Riordan, Lewis & Haden Vector Capital Carlyle Group Greylock Partners Marlin Equity Partners River Cities Capital Funds Venrock Catalyst Investors Gryphon Investors MassMutual Ventures Riverside Company Veritas Capital CI Ventures GSV Capital Menlo Ventures Riverside Partners Veronis Suhler Stevenson Clearlake Capital Group GTCR Merck & Co. Riverwood Capital Vista Equity Partners ClearSky Power and Tech Guggenheim Partners Meritech Capital Partners Rubicon Technology Partners Vistara Capital Partners Court Square Capital Guidepost Growth Equity Morgan Stanley Runway Growth Credit Fund Volition Capital Cove Hill Partners Halyard Capital NEA Safeguard Scientifics W Capital Crestline Investors HarbourVest New Capital Partners Sageview Capital Warburg Pincus CVC Capital Partners Hellman & Friedman New Mountain Capital Sequoia Capital Waud Capital Partners Delta-v Capital HgCapital NewSpring Capital Serent Capital Wavecrest Growth Partners Diversis Capital HIG Capital NextEquity Partners SFW Capital Partners Welsh, Carson, Anderson & Stowe 46 Draper Fisher Jurvetson Highland Capital Partners North Atlantic Capital Silver Lake Partners WestView Capital AGC Works With Over 500 Global Strategic Buyers

47 Premier Industry Investor / Buyer Conferences

San Francisco . March, 2019

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Boston October, 20182018 .

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London June, 2018 .

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48 Deep Domain Sector Expertise in Over 60 Technology Sectors

49 Global Expertise: 73 Cross-Border Deals in 19 Countries

sold to

sold to

Sold to

International Deal Count Canada – 12 United Kingdom – 15 France – 4 Germany – 3 Switzerland – 1 Sweden – 4 Israel – 5 Finland – 1 Netherlands – 7 Iceland - 1 Ireland – 2 South Africa – 2 Czech Republic – 1 India – 3 China – 1 Japan – 5 South Korea – 5 Australia – 1 Singapore – 1 50