Capstone Headwaters

ELEARNING, CORPORATE & PROFESSIONAL TRAINING 2019 Year in Review TABLE OF CONTENTS MERGER & ACQUISTION OVERVIEW  M&A Overview  Segment Highlight: Sales Eighty-nine (M&A) were announced or closed in the Training & Enablement eLearning, Corporate, & Professional Training industry in 2019, representing a 14% year-over-year activity increase. Amid the tight U.S. job market, retaining  Segment Highlight: and developing individuals within an organization remains a top priority and Certifications buyers are most frequently targeting companies that offer talent management  Client Case Studies solutions including employee development and/or coaching. This included the  Notable Transactions Capstone Headwaters’ advised sales of Caliper Corporation, Inc. (talent- management solution) to PSI Services LLC in December and The Richardson  Select Transactions Company (sales training and coaching) to Belgian firm Kartesia  Report Contributors Advisor LLP in November (deal terms are confidential).  Firm Transactions in Market Notably, the largest disclosed 2019 transaction was private equity firm Thoma  Firm Track Record Bravo, LLC’s announced acquisition of Instructure, Inc. (NYSE:INST) for $1.9 billion in December. Instructure offers cloud-based learning management platforms Canvas (for students in K-12 and higher education) and Bridge (for CONTACTS employees in the workforce). Capstone remains an active advisor in the Education & Training industry and, in addition to closing three advised Jacob Voorhees transactions in the space in 2019 (see pages four through six), has more than 15 Managing Director, active transactions in process. Head of Education Practice, Head of Global M&A M&A Activity: eLearning, Corporate & Professional Training 617-619-3323 [email protected] 100 89 75 78 Shawn Keenan 80 62 Director 60 53 50 312-550-5304 [email protected] 40 20 Jesse Betzner

Vice President Number of Transactions 0 617-619-3355 2014 2015 2016 2017 2018 2019 [email protected] Source: Capital IQ, PitchBook, FactSet, and Capstone Headwaters Research www.capstoneheadwaters.com February 2020 3 eLearning, Corporate & Professional Training | 2019 Year in Review

SEGMENT HIGHLIGHT: SALES TRAINING & ENABLEMENT

More than 50% of sales representatives missed their quota Notable Segment Transactions in 2018, according to a recent ASLAN study.1 The majority of salespeople consider selling today to be much harder Capstone Headwaters advised two transactions in the than it was five years ago as individuals are now being Sales Training & Enablement space in 2019: Caliper on its constantly inundated with emails and calls, according to a sale to PSI Services and The Richardson Company on its survey by Marc Wayshak Sales Research & Insights.2 sale to Sales Performance International. In addition to Amid the changing landscape, Sales Training & these deals (detailed on pages four and five) recent Enablement has become a proven method for notable transactions are highlighted below: organizations to upskill employees to improve sales execution and to drive corporate revenue optimization.  Korn Ferry Acquires Miller Heiman Group (September 2019, Undisclosed) – Leading global Service providers in the space enable sales representatives organizational consulting firm Korn Ferry (NYSE:KFY) by offering a range of content, technology, sales process acquired Miller Heiman Group for an undisclosed strategies, and coaching. Technology has been a key sum. Founded in 1960, Miller Heiman boasts that it segment driver, offering transparency into sales activity, “invented modern selling” and offers a range of sales tracking actionable insights into the science of sales, and training, consulting, technology, and research tools delivering data-driven methods with predictable to improve organizational sales techniques and outcomes. More than 67% of organizations that have effectiveness. The acquisition will expand Korn invested in Sales Training & Enablement have realized a Ferry’s portfolio of content and strengthen its digital positive return on investment, according to Sales offerings. Korn Ferry acquired Miller Heiman from Management Association Chairman Bob Kelly.3 As corporate training provider TwentyEight, Inc. along companies seek to benefit from a structured, predictable with Achieve Forum (leadership development) and sales approach, the share of organizations with sales Strategy Execution (project management training). enablement climbed from 32.7% in 2016 to 61.3% in 2019, with the largest increase occurring between 2016 and Commenting on the three acquisitions in a press 2017, according to CSO Insights.4 release, Korn Ferry CEO Gary D. Burnison stated: “The combination brings a world-class portfolio of This rapid adoption of Sales Training & Enablement has learning, development, and performance been followed by industry movement and consolidation improvement offerings and expertise to Korn Ferry through M&A as companies seek to gain market and will bolster our firm’s substantial leadership dominance and build comprehensive product portfolios development capabilities.”7 (see right). Investors have also been actively pursuing opportunities in the space. In April, Outreach, a sales  Leeds Equity Partners, LLC Acquires VitalSmarts engagement platform that uses machine learning to track L.C. (September 2019, Undisclosed) – Prior to its patterns and increase deal pipelines, secured $114 million sale to Korn Ferry, Miller Heiman Group sold its 2014 in a Series E funding round led by Lone Pine Capital, acquisition, VitalSmarts, a provider of research-driven valuing the company at $1.1 billion post-funding. corporate training methods, to Leeds Equity Partners. “Through market education andcreatingaproductthat Terms of the deal were not disclosed. The delivers on the promise of an inherently better workflow transaction follows Leeds’ June acquisition of The for all customer-facing teams, we have built the sales Center for Legal Studies, a Capstone advised sale (see engagement category from the ground up and are page six). uniquely positioned to leverage this momentum across the entire enterprise,” Manny Medina, Outreach CEO, said "Leeds Equity has a proven track record of success in in a press release.5 More recently in November, Sverica the training sector," VitalSmarts CEO Andrew Capital Management completed an undisclosed Shimberg in a press release. "We are confident that investment in Gryphon Networks Corp., a provider of an Leeds Equity is the right partner for us and shares our enterprise-grade platform that offers real-time screening vision of providing best-in-class experiences and and data collection on sales calls and emails. “Gryphon outcomes for corporate clients and learners. With addresses key challenges facing sales executives today, Leeds Equity's help, we aim to train more than one namely capturing sales activity that is not simply self- million people annually with crucial workplace reported, connecting activity to results, and protecting advancement skills.“8 their brands with compliant communications,” Sverica’s Ryan Harstad, said in press release.6 2 eLearning, Corporate & Professional Training | 2019 Year in Review

SEGMENT HIGHLIGHT: CERTIFICATIONS

The Certification segment of the eLearning, Corporate, Occupations Requiring/Recommending Certifications and Professional Training industry has a strong level of Projected Employment Growth, 2018-2028 recurring revenue and high level of recession resiliency due to the many jobs that demand certification to meet government regulated employment Healthcare Occupations Job Growth Median Salary requirements. Healthcare specifically has a high Healthcare number of positions where certificates are either required or recommended to work in the sector. As Medical Assistant 23% $33,610 showninthetabletotheright,manyofthese healthcare occupations are projected to see double- Massage Therapist 22% $41,420 digit growth through 2028, according to the U.S. Substance Abuse and Mental 22% $44,630 Bureau of Labor, with median salaries and growth Health Counselor projections well above the national average. Veterinary Assistant 19% $34,420 In addition to specialized occupational certifications, Diagnostic Medical 14% $67,080 many certificates exist to ensure that individuals and Sonographer professionals in the larger community are employing Psychologist 14% $79,010 the most innovative safety practices. This includes nationally-certified courses such as First Aid, Dental Assistant 11% $38,660 Cardiopulmonary Resuscitation (CPR), and Licensed Practical and Lifeguarding—all of which require renewal every two 11% $46,240 Vocational Nurse years. Additionally, many professionals, including doctors, nurses, medical technicians, paramedics, and Medical Lab Technician 11% $52,330 law enforcement, are required to acquire and maintain CPR certification. Medical Records Technician 11% $40,350 Radiologic and MRI 9% $61,240 While some jobs require a certification in addition to a Technologist postsecondary degree, other occupations (such as Flight Attendant or Real Estate Agent) can be entered Emergency Medical Technician 7% $34,320 with the completion of a qualified professional Pharmacy Technician 7% $32,700 certificate. With the rising cost of a postsecondary education and the subsequent debt that many Other graduates incur, certifications are an attractive alternative, providing jobseekers with a specialized Athletic Trainer 19% $47,510 skillset and access to a higher paying occupation. Fitness Trainer and Instructor 13% $39,820 There is ample opportunity for consolidation in the space as the Certification market is highly fragmented, Construction Laborers and Helper 11% $34,810 due to the presence of a large number of regional and international operators. Companies that offer both in- Computer Support Specialist 10% $53,470 person instructional courses and online solutions are more likely to receive a premium valuation due to their Manicurist and Pedicurist 10% 24,330 scalability. Flight Attendant 10% $56,000 Capstone Headwaters has advised the sale of several companies in the Certification segment. This has Computer Support Specialist 10% $53,470 included the sale of legal certification company The Barber, Hairstylist, and 8% $24,830 Center for Legal Studies to a portfolio company of Cosmetologist Leeds Equity Partners (June 2019, deal terms Real Estate Agent 7% $50,300 confidential) and real estate certification company Allied Business Schools Inc., to Colibri Group, Inc., a Network and Computer Systems Administrator 5% $82,050 portfolio company of Quad-C Management, in July 2018. Terms of the deal were confidential. Median for all U.S. Occupations 5% $38,640

Source: U.S. Bureau of Labor 3 eLearning, Corporate & Professional Training | 2019 Year in Review

CLIENT CASE STUDY: CALIPER CORPORATION

Caliper Corporation, Inc. Acquired by PSI Services LLC – December 2019

Capstone Headwaters advised Caliper Corporation Inc. on its acquisition by PSI Services. Terms of the deal were not disclosed.

has been acquired by  Caliper is the leading provider of talent management solutions for organizations hiring and developing employees. Caliper leverages decades of data and validated assessment results to provide deep insights into employee and candidate potential, predict job performance, and uncover developmental opportunities for the workforce. For nearly 60 years, Caliper has helped over 65,000 organizations worldwide to improve critical aspects a portfolio company of of managing talent.

 Mark Greenberg, CEO of Caliper, commented, “When my father founded Caliper in 1961, he was driven by the goal of recognizing potential and improving organizational effectiveness through the selection of well- matched talent, specifically high-performing sales talent. I am extremely proud to have Caliper’s team join PSI, who shares our passion for combining science with technology in order to drive valuable outcomes for our customers.”

 “Caliper has been a leader in the talent assessment space for decades, and we have always greatly admired their approach to helping organizations recruit and develop the highest performing sales talent,” said Peter Celeste, President of PSI. “Combining the flagship Caliper Profile together with the Caliper Precision Series, which provides new innovations in sales development, we knew it would be the perfect fit to further strengthen and diversify our assessment portfolio. We look forward to welcoming the Caliper team and products to the PSI family.”

 PSI Services LLC (PSI) is a global workforce solutions provider that designs robust solutions for our clients by blending best-in-class assessment content, leading-edge technology, and deep consulting expertise across the entire career life cycle. PSI has over 70 years of experience providing worldwide testing solutions to a wide variety of customers across public and private sector industries, ranging from small businesses to global enterprises, leading academic institutions, and government organizations.

There are three things one should never discount - your brain surgeon, “ your parachute packer, and importantly, the advisor/team that will ensure the greatest inurement of value from a transaction to shareholders and stakeholders. The Capstone team excelled providing the industry knowledge and adept negotiating skill to complete a watershed transaction for everyone at Caliper. - Steve Wills, Executive Chairman,” Caliper

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CLIENT CASE STUDY: THE RICHARDSON COMPANY

The Richardson Company Acquired by Sales Performance International, a Portfolio Company of Kartesia Advisors LLP – November 2019

a portfolio company of Capstone Headwaters advised The Richardson Company, a portfolio company of ClearLight Partners, on its acquisition by Kartesia Advisor’s portfolio company, Sales Performance International (SPI). Terms of the deal were not disclosed. has been acquired by  Founded in 1978 and headquartered in Philadelphia, PA, Richardson is widely recognized for its excellence in driving superior sales skill improvement with its Consultative Selling approach and Connected Selling Curriculum™. The curriculum is delivered via a best-in-class, blended a portfolio company of learning approach with industry leading instructors and Richardson Accelerate™, the company’s digital learning platform. The platform combines an active learning methodology with an exceptional user experience to drive engagement and adoption of new skills.

 John Elsey, CEO of Richardson, and Jürgen Heyman, CEO of SPI, released a joint statement saying, “The Sales Training industry now has a strategic market leader that can provide scalable, end-to-end learning and enablement solutions that drive measurable sales results. The combination of our two companies provides customers with globally proven sales methodologies, cutting-edge digital learning technology, CRM-based sales execution tools, and, most importantly, a way to objectively measure ROI. We are delighted to join forces to drive long-term, measurable sales results for our customers around the world.”

 Discussing the transaction, Laurent Bouvier, a Managing Partner at Kartesia, noted, “The numerous complementary assets between these two industry leaders is compelling and will provide an unrivaled suite of capabilities and global coverage to empower enterprise sales organizations. The combination of SPI and Richardson creates a comprehensive portfolio of classroom and digital learning, technology enablement, and industry expertise to drive improved sales performance and increased growth for global companies.”

Jacob and his team worked assiduously throughout the sale process to “ meet the stringent demands of our stakeholders. Their expertise and work effort guided us successfully through to close with a great buyer and a top of the range valuation. ” - John Elsey, CEO of Richardson

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CLIENT CASE STUDY: THE CENTER FOR LEGAL STUDIES

Certificate-Granting Legal Education Company Acquired by Leeds Equity Partners’ Portfolio – June 2019

Capstone Headwaters advised The Center for Legal Studies (CLS) on its acquisition by Leeds Equity Partners’ portfolio company, BARBRI. Terms of the deal are confidential.

has been acquired by  The Center for Legal Studies, founded in 1980 and based in Evergreen, CO, provides online and classroom legal education through a network of 200 colleges and universities across the U.S. It focuses on common law and legal training curriculum which is delivered to students via live lecture, online, DVD, and text-only formats. Delivery is on a “white label” basis, through a portfolio company of public and private universities which use their own brand on the program and issue their own certificates upon completion. The courses are primarily focused on legal education, including paralegal, legal research and writing, and law school prep (LSAT, etc.).

 "The acquisition of The Center for Legal Studies represents a further step in BARBRI's strategy to broaden its legal education product offering and extend its online program management partnering capabilities with colleges and universities. BARBRI's deep and broad product suite uniquely enables it to address the needs of law students, law schools, practicing legal and legal support professionals and law firms,“ said Jacques Galante, Partner at Leeds Equity Partners.

 "The Center for Legal Studies enhances BARBRI's position as the best in class provider of learning for legal professionals," added Eric Geveda, Managing Director at Leeds Equity Partners. "We look forward to the continued success of The Center for Legal Studies as part of BARBRI."

 A portfolio company of Leeds Equity Partners, The BARBRI Group companies meet the legal education needs of law students and attorneys throughout their careers. BARBRI has helped more than 1.3 million lawyers around the world pass a U.S. bar exam. They are widely known in the legal community as the leader in preparation classes due to their innovative testing and learning technologies combined with years of experience training lawyers around the world. This acquisition opens up a new avenue of legal education for BARBRI.

We vetted several investment banks before ultimately choosing “Capstone Headwaters due to their superior knowledge of the buyer universe, the energy of the team and their extensive experience with closing deals in the Education sector. ” - Gary Knippa, President of The Center for Legal Studies

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NOTABLE TRANSACTIONS

Many notable transactions have been announced or completed in the industry in 2019. Select transactions are outlined below, followed by a more comprehensive list on the following pages.

NexPhase Capital, LP acquires Surgent McCoy CPE, LLC (November 2019, Undisclosed)

NexPhase Capital has acquired Surgent McCoy, a leading provider of continuing professional education (CPE) and exam preparation courses to the Accounting, Finance, and Healthcare industries. Terms of the transaction were not disclosed. Founded in 1985, Surgent offers comprehensive online and live CPE courses, providing nearly one million CPE credits to thousands of licensed accountants. Surgent recently expanded its presence in the Healthcare Continuing Education market, as evidenced by its recent acquisition of Pharmaceutical Education Consultants Acquires (PharmCon) in August for an undisclosed sum. PharmCon provides continuing education (CE) services to pharmacists, pharmacy technicians, and other healthcare professionals. The courses are offered online and through a mobile application, making the courses easily accessible.

NexPhase is a private equity firm that specializes in the Consumer, Healthcare, and Software & Services sectors in the lower middle market. The private equity firm has completed over 60 investments through platform and add-on acquisitions between $25 and $75 million, according to a press release.9 The acquisition elevates Surgent’s leading position in the Professional Education industry, leveraging NexPhase’s investment expertise in vertical and software services to drive increased scale and product innovation.

"We are thrilled to be partnering with NexPhase as we further establish our leadership in the professional education industry," Surgent CEO Evan Kramer said in a press release.10 “NexPhase brings significant experience investing in the software and services sector and will be invaluable as we build upon our platform and further enhance our product offerings. We look forward to working closely with Steve and the Firm's experienced team to execute on the shared vision we have for Surgent.“

Kaplan, Inc. acquires Healthcare Assets of Becker Professional Development Corporation (August 2019, Undisclosed)

Kaplan, a leading education and career services provider and a subsidiary of Graham Holdings Company (NYSE:GHC), has acquired the healthcare test preparation assets of Becker, an Adtalem Global Education Inc. (NYSE:ATGE) subsidiary. Terms of the deal were not disclosed. Founded in 1938, Kaplan is a global education and career services provider, catering to school districts, universities, corporations, and individuals alike. Simultaneously, Kaplan entered into a Acquires multi-year deal with Adtalem to provide U.S. Medical Licensing Examination (USLME) offering to two medical programs: Ross University School of Medicine and American University of the Caribbean School of Medicine.

Becker is a global leader in education training, focusing on accounting, project management, and healthcare professions. Over the past 60 years, Becker has serviced over 2,900 partners, including government agencies, universities, accounting firms, corporations, and societies. The acquisition Healthcare Assets and contracts expands Kaplan’s presence in the Healthcare and Medical School Examination space. “With the U.S. facing a projected shortage in healthcare professionals in the coming years, medical students are becoming an increasingly vital demographic, which makes ensuring their training and development critically important. Along with our partner schools, we’re committed to providing more students with high-quality preparation and training resources to help them on their professional journeys to becoming licensed physicians and nurses. This acquisition will help us expand educational support for future healthcare professionals,” said Steven Marietti, President of Kaplan Prep & Achieve, in a press release.11 7 eLearning, Corporate & Professional Training | 2019 Year in Review

SELECT TRANSACTIONS

Enterprise EV / LTM Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA

Operates as an online cloud training platform and 12/16/19 Linux Academy A Cloud Guru --- community for aspiring and expert engineers.

Caliper Offers talent management solutions for organizations 12/03/19 PSI Services LLC CF CF CF Corporation hiring and developing employees.

The Richardson Provides sales training and coaching, continuous 11/22/19 Kartesia Advisor CF CF CF Company learning, and performance improvement services.

Surgent McCoy Provides continuing professional education (CPE) 11/19/19 NexPhase Capital --- CPE packages for CPAs and other financial professionals.

National Keynote Executive Speakers Provides motivational speakers, keynote speakers, and 11/14/19 --- Speakers Bureau corporate trainers.

Broadridge Financial Provides training, tools, and resources for individuals 10/10/19 Fi360 $120.0 - - Solutions and organizations.

CONCEPT Prof. Offers training courses and materials for 10/03/19 Palo Alto University --- Training healthcare professionals.

Provides corporate training and organizational 09/30/19 VitalSmarts Leeds Equity --- performance services.

Provides executive search, leadership assessment and 09/24/19 2GET Heidrick & Struggles --- development, organization, and team effectiveness.

Offers enterprise software to improve employee's skills 09/17/19 Jubi Understroy --- and workplace performance.

American Society Operates as an information technology 09/09/19 cPrime --- of Prof. Education training company.

09/04/19 Thinkful Chegg Operates an online school for coding bootcamps. $96.6 6.9x -

Advantage Leavitt Provider of safety training services based in Fort 08/31/19 --- Learning Machinery McMurray, Canada.

08/29/19 SIMCOM CAE Provides flight training services. $170.0 - -

Assets of Becker Comprises professional education solutions to 08/19/19 Kaplan --- Prof. accounting, finance, and healthcare professionals.

Pharmaceutical Provides continuing education services to healthcare 08/14/19 Surgent --- Education professionals including pharmacy technicians.

eLogic Absorb Provides web-based learning management solutions 08/07/19 --- Learning Software and corporate training services.

CompTIA TCA Develops assessment, certification, evaluation, and 07/30/19 Metacog --- Community training products.

Developer of a sales optimization platform designed to 07/25/19 Veelo BigTinCan --- help onboard, train and optimize the sales team.

Operates a learning platform to train IT professionals 07/10/19 Cloud Academy QA Limited --- and companies on cloud computing.

Operations of Keystone Comprises individual executive coaching and executive 07/10/19 --- Kensington Partners team development services.

Note: CF = confidential; highlighted deals are Capstone Headwaters’ transactions Source: SEC Filings, Company Press Releases, Capital IQ, PitchBook, FactSet, and Capstone Headwaters Research

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SELECT TRANSACTIONS

Enterprise EV / LTM Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA

Roger CPA Offers learning tools to prepare for CPA (Certified 07/09/19 UWorld --- Review Public Accountant) exams.

OOO Develops e-learning solutions for both business 07/02/19 EPAM Systems --- Competentum and education.

Provides student success and leadership courses in 06/25/19 Mawi ACT --- online, blended, or flipped classroom formats.

Syntrio & Inverness Graham Offers an online platform intended to offer ethics and 06/19/19 --- Lighthouse Investments compliance training to companies.

The Center for Provides legal studies courses online, through live 06/13/19 Leeds Equity CF CF CF Legal Studies lectures, DVDs, and text-only.

AutoMate Provides online automotive technical training to 06/03/19 Autodata Publishing --- Training automotive professionals and workshops.

05/21/19 Span Int’l Training ClickSafety.com Provides training to safety professionals. - - -

Delivers e-learning training solutions including 05/20/19 ICS Learning Acendre --- Learning Management Systems and courseware.

Provides professional training for the Financial and 05/08/19 Affluent Accord Wise Astute --- industries.

Develops national and international scientific and 05/03/19 Bioformation Lexom --- professional training courses for entrepreneurs.

05/01/19 Colibri Gridiron Capital Provides learning solutions to licensed professionals. - - -

Oncourse Learning Adtalem Global Consists of financial services division of compliance 04/15/19 ~121.0 3.9x - Division Education training company OnCourse Learning.

Corporate Training 04/15/19 SHI International Provides technical training programs to professionals. - - - Group

Trilogy Education Provides skills-based training programs, such as web 04/08/19 2U $750.0 7.7x - Services development that prepares students for the workplace.

NIIT Baring Private Provides a collection of talent development programs 04/06/19 ~$709.0 Technologies Equity Asia to individuals and institutions. --

Offers agile team development, scrum training and 04/04/19 SLIDE21 Bongo --- certification, and business analysis services.

Provides an online education platform intended to 04/04/19 TutorMe.com Zovio $4.8 facilitate on-demand tutoring and online courses. --

Delivers talent management software that includes 04/02/19 AgileHR PrismHR employee onboarding and performance management. ---

STEM Learning Provides curriculum and professional development 03/20/19 EdgeMakers --- Lab programs for K-12 educators.

Emerald Group Provides digital learning, performance support, and 03/14/19 Mind Tools Ltd --- Publishing Limited management learning solutions.

Fullstack Operates a software development school intended to 03/12/19 Zovio $47.9 Academy provide software development and training services. --

Note: CF = confidential; highlighted deals are Capstone Headwaters’ transactions Source: SEC Filings, Company Press Releases, Capital IQ, PitchBook, FactSet, and Capstone Headwaters Research

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ELEARNING, CORPORATE & PROFESSIONAL TRAINING REPORT CONTRIBUTORS

Jacob Voorhees Co-Head of Investment Banking & Head of Education Practice [email protected] | 617-619-3323

Jacob brings over 20 years of experience to the Capstone Headwaters investment banking team. As one of the founding members of Capstone, he helped build Capstone’s brand over the past decade. Today, Jacob serves as the Global Head of M&A and also leads the firm’s Education & Training industry vertical. As Head of Global M&A, Jacob liaises with Capstone’s 450+ international member network, IMAP. As head of the Education & Training practice, Jacob covers early childhood development, K-12, post-secondary, corporate training and the technologies, services and products that interweave all of those subsectors. Jacob is also spearheading the development of Capstone’s Southeast and Mid- Atlantic practice. Over the last five years, Jacob’s transactional work has resulted in over 40 individual nominations for deal of the year within his sectors culminating ten wins. The M&A Advisor named Jacob to its prestigious “40-UNDER-40” deal makers list in 2012.

Formerly, Jacob was with Andersen Corporate Finance LLC, where he focused his efforts on the software and direct marketing industries. He started his career in with Rabobank International, a multi-national Dutch investment bank in Utrecht, the Netherlands. While at Rabobank International, Jacob worked in the mergers and acquisitions group focusing on cross-border transactions in South and Latin America in the consumer products, food & beverage industries. Additionally, Jacob founded Sophie’s Fund which provides college scholarships and financial support to homeless youth. Jacob received an MBA from the Sloan School of Management at Massachusetts Institute of Technology (MIT) and a BS from Cornell University. He is a Series 7 and 63 Registered Securities Representative.

Shawn Keenan Director, Education & Training Practice [email protected] | 312-550-5304

Shawn is a Director in Capstone Headwaters’ Education & Training Practice. He is active in M&A, private placements and other financial advisory assignments. Formerly, Shawn spent eight years with Raymond James investment banking, where he advised public and private company ownership groups. He has over 12 years of investment banking experience and has led execution efforts on over 50 transactions resulting in over $2 billion of proceeds for clients. Shawn’s previous experience includes serving as an officer in the United States Navy. Shawn holds an MBA from the J.L. Kellogg School of Management at Northwestern University and a BABA in General Studies specializing in Industrial & Systems Engineering from the University of Florida. He is a Series 7 and 63 Registered Securities Representative.

Jesse Betzner Vice President [email protected] | 617-619-3355

Jesse is a Vice President with Capstone Headwaters’ Boston investment banking team. He works as part of the banking team performing financial analysis, assisting with identification of strategic and financial buyers as well as many other deal related tasks. Prior to joining Capstone, Jesse gained 7 years of M&A, Corporate Finance and Entrepreneurship experience including several years at J.P. Morgan in New York City. While with J.P. Morgan, Jesse worked with clients across various sectors, including Technology and Diversified Industries, in North America, South America and Europe. Jesse received a BS in Finance and International Business from Georgetown University and an MBA from the London Business School.

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FIRM TRANSACTIONS IN MARKET

CONFIDENTIAL, (LOI) Project Enrichment: CONFIDENTIAL, (In Process) Project Heisman: The Company provides leadership and career training to The Company provides adaptive learning math learning high school students. software for high school and college markets.

CONFIDENTIAL, (LOI) Project Foris: CONFIDENTIAL, (In Process) Project Hoosier: The Company provides lead generation and CRM software The Company provides online and in-person teacher for the Travel/Study Abroad industry. continuing education.

CONFIDENTIAL, (In Market) Project Belle: CONFIDENTIAL, (In Process) Project JetPack: The Company provides early childhood education services The Company provides online certifications in allied health, with over 60 locations. business, and technology.

CONFIDENTIAL, (In Market) Project Muaddib: CONFIDENTIAL, (In Process) Project Martin: The Company provides degrees in computer science and The Company provides online certifications in allied health, science, technology, engineering, and mathematics (STEM). business, and technology for the military.

CONFIDENTIAL, (In Process) Project Clever: CONFIDENTIAL, (In Process) Project Resa: The Company provides SaaS literacy solutions for pre-K to The Company provides high school students with the third grade markets. opportunity to study abroad.

CONFIDENTIAL, (In Process) Project Conquistador: CONFIDENTIAL, (In Process) Project Victura: The Company operates a regionally accredited college The Company provides online test preparation and with an allied health and nursing focus. tutoring for SAT, ACT, GRE, and GMAT exams.

CONFIDENTIAL, (In Process) Project Emancipate: The Company provides online apprenticeship and training solutions for radio, film, and culinary professions.

To learn more about these opportunities, please contact Jacob Voorhees at: [email protected] or 617-619-3323

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FIRM TRACK RECORD

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12 eLearning, Corporate & Professional Training | 2019 Year in Review

FIRM TRACK RECORD (CONTINUED)

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13 eLearning, Corporate & Professional Training | 2019 Year in Review

CITATIONS

1. ASLAN, “Five Surprising Reasons 50% of Reps Are Missing Quota,” https://trainingindustry.com/content/uploads/2019/02/Five-Surprising-Reasons-Sales-Reps-Dont-Meet-Quota- 2.14.19.pdf, accessed February 17, 2020. 2. Marc Wayshak, “18 New Sales Statistics for 2019 from Our Groundbreaking Study!,” https://www.marcwayshak.com/sales-statistics/, accessed February 17, 2020. 3. BrainShark, “6 Sales Enablement Statistics You Have to See,” https://www.brainshark.com/ideas- blog/2018/september/sales-enablement-statistics, accessed February 17, 2020. 4. CSO Insights, “5Th Annual Sales Enablement Study,” https://www.csoinsights.com/wp- content/uploads/sites/5/2019/10/CSO-Insights-5th-Annual-Sales-Enablement-Report-Summary.pdf, accessed February 14, 2020. 5. Cision, “Sales Engagement Leader Outreach Reaches Unicorn Status, Raises $114M Series E,” https://www.prnewswire.com/news-releases/sales-engagement-leader-outreach-reaches-unicorn-status-raises-114m- series-e-300833324.html, accessed February 17, 2020. 6. Training Industry, “Sverica Capital Management Announces Investment in Gryphon Networks,” https://trainingindustry.com/press-release/sales/sverica-capital-management-announces-investment-in-gryphon- networks/, accessed February 14, 2020. 7. Korn Ferry, “Korn Ferry Enters Into Definitive Agreement To Acquire Three Leadership Development Companies,” https://www.kornferry.com/about-us//press/korn--ferry-enters-into-definitive-agreement-to-acquire-three-leadership- development-companies, accessed February 14, 2020. 8. Cision, “Leeds Equity Partners Acquires VitalSmarts,” https://www.prnewswire.com/news-releases/leeds-equity- partners-acquires-vitalsmarts-300928075.html, accessed February 14, 2020. 9. Cision PR Newswire, “NexPhase Capital Announced Investment in Surgent,” https://www.prnewswire.com/news- releases/nexphase-capital-announces-investment-in-surgent-300960972.html, accessed December 16, 2019. 10. Cision, “NexPhase Capital Announces Investment in Surgent,” https://www.prnewswire.com/news-releases/nexphase- capital-announces-investment-in-surgent-300960972.html, accessed February 17, 2020. 11. Business Wire, “Kaplan Acquires the Healthcare Assets of Becker Professional Education,” https://www.businesswire.com/news/home/20190819005081/en/Kaplan-Acquires-Healthcare-Assets-Becker- Professional-Education, accessed, October 4, 2018.

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