POST-SECONDARY EDUCATION PANDEMIC AND ELECTION SLOW DEAL ACTIVITY IN THE INTERIM BUT RESURGENCE EXPECTED IN NEAR TERM

October 2020

3 POST-SECONDARY EDUCATION Pandemic and Election Slow Deal Activity

TABLE OF CONTENTS INDUSTRY OUTLOOK

 Industry Outlook Colleges and universities have faced countless challenges from the COVID-19  Key Trends & Drivers pandemic as in-person classes ceased, graduations went virtual, and Boards  2020 M&A Overview weighed risks and safety concerns for the 2020-2021 academic school year. Immediate impacts for the Post-Secondary industry included rapid  Segment Highlights deployment of virtual capabilities and courses, the steepest drop in tuition fees  Notable Transactions since 1978 (-0.7% per the Labor Department1), and significant government  Select Transactions support in the form of $6 billion in grants to college students and $14 billion to colleges and universities through the March Coronavirus Aid, Relief, and  Report Contributors Economic Security (CARES) Act, according to the Department of Education.2  Firm Transactions in Market  Firm Track Record In addition to the disruption of the pandemic, the presidential election could have transformative impacts on the for-profit post-secondary industry, including the restoration of the Gainful Employment Rule and 90/10 going to 85/15 and military being removed from the 10 under a Biden administration. As shown on the following page, changes implemented by the Obama administration on limiting access to Title IV funding have had lasting industry impacts, causing the removal or consolidation of low-performing for-profit institutions. Most recently, this included the acquisition of Ashford University CONTRIBUTORS by The University of Arizona to form an OPM model (see page seven).

Jacob Voorhees Without doubt, this year has created uncertainty and forced schools to address Managing Director, immediate issues rather than deploy growth strategies. However, as a Head of Education Practice, countercyclical sector, the volatility in the market and high unemployment rate Head of Global M&A is expected to cause increased demand for higher education as the economy’s 617-216-1543 stability remains unpredictable for the foreseeable future. [email protected]

Shawn Keenan Post-Secondary Enrollment Increase in Past Recession Director 23 Education & Training Practice 312-550-5304 +19.2% 21.1 [email protected] 21

Whitt Larkin 19 Vice President 17.7 Education & Training Practice 17 703-887-5390 [email protected] Enrollment in Millions 15 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Note: Shaded areas indicate U.S. recessions; data only includes Title IV primarily postsecondary institutions Source: U.S. Bureau of Labor Statistics 2 Post-Secondary Education | October 2020

M&A TRENDS & DRIVERS

DEGREE-GRANTING, FOR- Public Private Nonprofit Private For-Profit PROFITS INSTUTIONS SEE CONSOLIDATION 3,000 2,500 Changes implemented by the Obama administration 2,000 on limiting access to Title IV 1,500 funding have had lasting impacts on the industry, 1,000 causing the removal or 500

consolidation of many Institutions Number of low-performing for- 0 profit institutions. 2002 2004 2006 2008 2010 2012 2014 2016 2018

Source: National Center for Education Statistics

White Black STUDENT DIVERSITY Hispanic Asian REMAINS A CHALLENGE American/Alaska Native Two or More Races FOR ENROLLMENT 15

Facilitating a diverse blend of students has become 10 increasingly important, with only minute gains since 2012 as well as an 5 actual decline of 12% in black student enrollment. Enrollment in Millions 0 2012 2013 2014 2015 2016 2017 2018

Source: National Center for Education Statistics

INDUSTRY MERGER & 80 ACQUISITION ACTIVITY 70 CONTINUES TO IMPROVE 60 52 50 50 44 43 43 Deal activity has improved since 40 36 33 the Obama administration 27 tightened oversight on federal 30 25 aid at for-profit schools. The 20 removal of bad operators has

Number of Transactions 10 created a prime opportunity for the remaining schools to take a 0 greater share of student 2013 2014 2015 2016 2017 2018 2019 YTD YTD enrollment and federal funding 2019 2020 in the PSE market. Note: Year-to-date (YTD) ended September 30 Source: Capital IQ, PitchBook, FactSet, and Capstone Research

3 Post-Secondary Education | October 2020

2020 M&A OVERVIEW

Merger and acquisition (M&A) activity has declined 37% Monthly Transactions year-over-year through September with 27 announced or 2019 2020 closed transactions compared to 43 over the same period 15 in 2019. Deal activity sharply declined from March to May, as the Coronavirus pandemic halted in-person classes and colleges and universities looked to the coming academic 10 9 year with uncertainty. The approaching presidential election has also further compounded deal hesitancy as 6 post-secondary institutions wait to see how a potential 5 5 5 5 55 5 4 44 administration change could impact funding and the 3 33 regulatory environment. 2

Number of Transactions Number of 1 1 0 Deal activity saw an uptick starting in June, with key 0 drivers including course expansion and virtual capabilities. Schools that offered programs in computer sciences, nursing (see following pages), and trade schools were favored by buyers seeking to diversify their course offerings or capitalize on high-growth fields. Transactions were also spurred by schools seeking defensive synergies Year-To-Date Buyer Breakdown to stabilize finances amid COVID-19 impacts.

Notably, in March, the private equity firm Vistria Group 11.1% acquired Unitek Learning for an undisclosed sum. Unitek Educational Institution 7.4% owns leading nursing schools Unitek College, Eagle Gate Private Company College, and Provo College, with 14 campuses across the 7.4% 44.4% U.S. In August, Vistria went on to acquire Brookline Public Company College through its subsidiary TVG-Florence, LLC (terms Private Investment Firm not disclosed) and added the college to its Unitek Other* 29.6% Learning platform. Brookline offers undergraduate and graduate degrees in Nursing, Healthcare, and Business through online and in person channels and has four Note: Year-to-date (YTD) ended September 30 campuses across Arizona and New Mexico. *Other includes government institution, individual, and unknown Source: Capital IQ, PitchBook, FactSet, and Capstone Research

Acquisition Drivers During COVID-19

Cost Synergies Virtual Capabilities Eliminates duplicate costs including audits, Enables sophisticated online course capabilities insurance, accreditation fees, and Title IX and improves technological tools to enhance Compliance Officers, resulting in expanded distance and hybrid learning in the evolving profit margins and a stronger balance sheet. COVID-19 environment.

Student Diversity High-Growth Fields Supports educational access to students of Offers education and training for fast-growing diverse backgrounds and demographics occupations including nurse practitioners, including low-income, first-generation, military, physical therapists, physician assistants, data and unrepresented minorities. analysts, computer programmers, and coders.

Source: Capstone Headwaters Research 4 Post-Secondary Education | October 2020

SEGMENT HIGHLIGHT: NURSING

Colleges, universities, and educators are strengthening Nurses In Retirement Age Expected to Fuel Demand their offerings of nursing degrees and continuing Almost 40% of the four million Registered Nurses (RNs) in the education (CE) courses as the nation grapples with a U.S. are 55-years-old or above, and the average age of an RN widening deficit of nursing professionals. Due to the is 50-years-old. As these individuals retire, a large share aging workforce, more 500,000 registered nurses (RNs) vacancies in the nursing population will need backfilled. are predicted to retire within the next two years, and the U.S. Bureau of Labor Statistics projects that 1.1 million new 15% nurses will be needed to keep up with demand and avoid a national shortage.5 Additionally, the number of jobs for nurse practitioners (which requires a master’s degree) is slated to grow at a staggering rate of 45% (117,700 new positions) between 2019 and 2029, according to the 10% Bureau of Labor Statistics.6 This immediate need and sustained demand to educate nurses is expected to create favorable tailwinds for schools with current/new offerings in the space, fueling M&A activity for nursing schools. 5%

This year, the need for nurses has starkly been spotlighted Age Registered Nurses By by the pandemic, and schools including Deaconess College of Nursing, Regis College, M. Louise Fitzpatrick College of Nursing at Villanova University, and Touro 0% College have noted uptick’s in nursing enrollment, according to U.S. News.7 Notably, Hondros College of Nursing, owned by American Public Education Note: Shaded area indicated near-term vacancies (Nasdaq:APEI), reported a 56% year-over-year increase in Source: Health Resources & Services Administration as of 2018 new enrollments in its Q2 earnings results.8 Additionally, New Hampshire-based Colby-Sawyer School of Nursing and Public Health reported a 34% year-over-year increase in enrollment, according to a news report.9 Notable 2020 Nursing Education Acquisitions While educational providers must play an essential role to  Adtalem Acquires Walden University train a new supply of nurses, almost two-thirds of nursing (September, $1.48 Billion) – Walden offers schools surveyed reported that they could not accept bachelor's, master's and doctoral degrees, and more applicants due to a lack of faculty, classroom space, certificates both online and on-campus in areas and clinical sites/preceptors, according to the American including nursing. The acquisition will enhance Association of Colleges of Nursing.10 This resulted in Adtalem’s healthcare footprint. (See page eight). more than 80,000 qualified applicants to associate and graduate nursing programs being rejected in 2019.  Colibri Group Acquires HomeCEUConnection (September, Undisclosed) – HomeCEU is a Amid the need to expand the number of post-secondary leading provider of continuing education (CE) education courses, Grand Canyon Education Inc. courses for healthcare professionals including (Nasdaq:LOPE) acquired Orbis Educations Services January nursing. The companies’ combined libraries will 2019 for $361.2 million. Orbis partners with top provide customers with a greater range content. universities to create pre-licensure online academic programs and leverages existing clinical partners to  Vistria Group Acquires Unitek Learning ensure students have access to off-campus laboratory and (March, Undisclosed) – Unitek Learning owns clinical placements, with courses including an Accelerated three nursing schools for a total of 14 campuses Bachelor of Science in Nursing (ABSN) program. As of across the U.S. The increased capital from private August, Orbis had 11 new locations scheduled to open in equity acquirer Vistria will allow Unitek to grow partnership with schools across the U.S. for the 2020-2021 and expand its offerings. This has already academic year, compared to just five over prior academic included the add on acquisition of Brookline period, according to Grand Canyon Education.11 College in August (undisclosed).

5 Post-Secondary Education | October 2020

SEGMENT HIGHLIGHT: COMPUTER AND INFORMATION TECHNOLOGY

Technology is another high-growth industry in the Education Breakdown: Cybersecurity Professionals economy with critical need for trained experts. Cybersecurity professionals typically have either a bachelor’s Furthermore, the need for technology professionals has degree or more, with ~76% holding some type of post- been exacerbated in 2020 as the pandemic and social secondary degree. Of these, the most common degree is in distancing measures have spurred rapid technology Computer and Information Science (40%). adoption across every industry worldwide in order to stay connected and operational amid the pandemic. High School Diploma 12% Computer and Information Technology (IT) occupations are projected to grow 11% and add more than 530,000 new jobs to the economy from 2019 to 2029, according to Associate's Degree 11% the U.S. Bureau of Labor Statistics.12 Of those, Information Security Analysts jobs, or cybersecurity professionals, are projected to grow at the fastest rate of 31% from 2019 to Bachelor's Degree 38% 2029 with a median salary of $99,730.13 As organizations shift to cloud technology and the number of connected 28% devices increases, cyber attacks have become one of the Master's Degree fastest growing crimes worldwide with annual related costs rising from $3 trillion in 2015 to a projected $6 Doctorate/Post-Doctoral 10% trillion by 2021, according to Cybersecurity Ventures.14 Additionally, 65% of organizations reported a shortage in cybersecurity staff while the number of unfilled positions 0% 10% 20% 30% 40% 50% reached 4.07 million in 2019—a 38.9% increase year-over- Survey Respondents year, according to an (ISC)² workforce report.15 Source: (ISC)² Cybersecurity Workforce Study, 2019 Many schools have launched new information technology programs to support the educational needs of the growing workforce. In 2020, these have included a new Executive Master of Science in IT Administration at Alderson Broaddus University; a Master of Science in IT Management at Belhaven University; a Master of Science in Cybersecurity at Fairfield University; and an online Master of Science in Cybersecurity at Rider University. The available pool of tech talent doesn't meet the demands of our M&A has also been utilized to gain access to the high- “ growth technology education sector and is expected to modern economy. By teaching become increasingly active for the foreseeable future. In highly in-demand tech skills, Flatiron 2020, several certificate-granting technology companies School helps deliver much needed were acquired including: talent to the marketplace and allows many additional people to participate  Churchill Capital Acquires Global Knowledge in the professional benefits of our Training LLC and Skillsoft (October, $1.5 Billion) – digital economy. We couldn't Global Knowledge provides IT certifications while imagine a better time to invest in a Skillsoft (Software Luxembourg Holding S.A.) is a company focused on training people leading digital learning provider. The combined company will operate as Skillsoft and be listed on for rewarding jobs in such a high the New York Stock Exchange. demand industry.

 Carrick Capital Partners to Acquire the Flatiron School (June, Undisclosed) – The Flatiron School ” offers tech training for high-demand skills in - Jim Madden, Carrick's Co-Founder and Managing Director Press Release on Flatiron School’s acquisiton16 software engineering, data science, cybersecurity, and coding. Carrick’s investment and tech expertise will help accelerate Flatiron’s growth trajectory. 6 Post-Secondary Education | October 2020

NOTABLE TRANSACTIONS

Several notable transactions have been announced or completed in the industry in 2020. Select transactions are outlined below, followed by a more comprehensive list on the following page.

Adtalem Global Education To Acquire Walden University (September 2020)

Workplace solutions provider (NYS:ATGE) has agreed to acquire for-profit institution Walden University for $1.48 billion in cash or 8.4x EV/EBITDA. With current subsidies including Ross University School of Medicine (New York) and American University of the Caribbean School of Medicine, the acquisition will strengthen Adtalem’s position as a leading educational provider to the attractive Healthcare industry. Once combined, the organization will have 26 campuses with a physical presence in 15 states and four countries.

To Acquire Walden University is Minnesota-based, regionally accredited school offering bachelor's, master's and doctoral degrees and certificates both online and on-campus. The school provides programs in a range of disciplines including Nursing, Psychology and Counseling, Public Health and Health Sciences, Business and Management, Criminal Justice, Education, Information Technology, Public Policy and Administration, and Social Work and Human Services.

Adtalem expects the deal, projected to close mid-2021, to drive annual cost savings of ~$60 million from efficiencies in marketing and back office operations and to generate ~10% to 20% ROIC (return on initial capital) in year one, according to its press release.17

“The acquisition of Walden University is a pivotal step in Adtalem’s transformation to a workforce solutions provider, solving increasingly complex talent supply challenges for healthcare providers,” Lisa Wardell, Adtalem CEO & Chairman said in the press release. “With a wide breadth of online, on- campus and hybrid healthcare program offerings, this acquisition will significantly expand our national healthcare education footprint and will further enable us to reimagine the future of healthcare education at a time when global health has never been a greater priority.“

University of Arizona Acquires Ashford University, LLC (January 2020)

The University of Arizona reached a definitive agreement to acquire Ashford University in August to create the new for-profit entity The University of Arizona Global Campus. Similar to the 2017 deal terms between Purdue University and Kaplan University to form Purdue University Global, the University of Arizona acquired Ashford for $1. Assets transferred to the buyer included academic curriculum and content, as well as $16.5 million in cash working capital. In turn, Ashford parent company Zovio (formerly Bridgepoint Education) will receive 19.5% of Global Campus revenue, with the new entity guaranteed to generate $225 million in revenue over the next 15 years. Additionally, Zovio will be Acquires reimbursed for continuing to offer its educational technology services.

Ashford University is a fully-online institution that is accredited by the Western Association of Schools and Colleges (WASC) Senior College and University Commission. The school has ~35,000 students and offers associate’s, bachelor's, master's and doctoral degrees in fields including healthcare, business administration, criminal justice, education, and information technology.

“By establishing The University of Arizona Global Campus, the University of Arizona will greatly expand its reach and live up to its responsibility as a land-grant university to provide access to quality education, including to working adults, full-time parents, military service members, and other underrepresented students," University of Arizona President Dr. Robert Robbins stated in a press release.18 7 Post-Secondary Education | October 2020

SELECT TRANSACTIONS

Target Buyer Date Target Acquirer Target Business Description Primary Address Company Type

Pacific Northwest Offers undergraduate and post graduate programs Educational 09/17/20 Willamette University Oregon College Of Art in fine arts and visual studies. Institution

Adtalem Global Offers correspondence courses for graduate-level 09/11/20 Walden University Minnesota Public Company Education students including in health and health sciences.

Martin Methodist The University of Offers liberal arts and master of business Educational 09/11/20 Tennessee College Tennessee System administration (MBA) courses. Institution

HomeCEU- Offers online education and training in nursing 09/08/20 Colibri Group Texas Private Company Connection and other healthcare professions.

Cleveland State Offers undergraduate, graduate, professional, Educational 08/27/20 University of Akron Ohio University and research programs. Institution

OnCourse Learning Comprises online education services in the 08/13/20 Lifelong Learner Wisconsin Private Company Real Estate field of real estate and home inspection.

New York College NY Medical; Touro Educational 08/06/20 Offers podiatric medicine education. New York of Podiatric Medicine & University System Institution

Delaware State Operates as an independent liberal arts and sciences Educational 07/08/20 Wesley College, Inc. Delaware University college affiliated with the United Methodist Church. Institution

Carrick Capital Provides educational courses for web and mobile Private Investment 06/30/20 The Flatiron School New York Management software development to students. Firm

Institute of Florida Offers NAR REBAC courses including real estate pre- Educational 06/01/20 Gold Coast Schools Florida Real Estate Careers license, post license, and continuing education. Institution

Robert Morris Offers baccalaureate and master's degree programs Educational 03/09/20 Roosevelt University Illinois University Illinois including economics, law, nursing, and psychology. Institution

Provides healthcare and IT training and education Private Investment 03/06/20 Unitek Learning The Vistria Group Arizona through Unitek College and Unitek Education. Firm

Schiller International Group of Spanish Offers associates, undergraduate, graduate, and 02/24/20 Florida Private Investors University Investors postgraduate campus programs.

Austin Coding 02/07/20 Zollege Public Offers part-time coding education in Texas. Texas Private Company Academy

Westwind School Of 02/05/20 United Airlines Owns and operates flight training school. Arizona Public Company Aeronautics, Phoenix

Canadian Tourism; Intl. Language Offers programs in Tourism, Hospitality, Business, 02/04/20 Canada Private Company Sterling College Academy Of Canada Nursing, and Creative Technologies.

Watkins College of Offers BFA degrees in fine art, film, photography, Educational 01/28/20 Belmont University Tennessee Art, Design & Film graphic and interior design, and a BA degree in art. Institution

Teterboro School of Aviation Institute Educational 01/07/20 Offers full time programs for aircraft mechanics. New Jersey Aeronautics of Maintenance Institution

UCLA School of LA County Dept. Of Offers BS, Masters, Advanced Practice Registered Government 01/07/20 California Nursing Clinic Health Services Nurse, and Doctorate degrees. Institution

ClearHealth Quality 01/06/20 URAC Comprises accreditation and certification programs. Maryland Private Company Institute Programs

University of Arizona Offers online and campus-based educational Educational 01/06/20 Ashford University California Global Campus programs. Institution

Source: Capital IQ, PitchBook, FactSet, and Capstone Research 8 Post-Secondary Education | October 2020

POST-SECONDARY EDUCATION REPORT CONTRIBUTORS

Jacob Voorhees Head of Education & Training Practice | Head of Global M&A [email protected] | 617-216-1543

Jacob brings over 20 years of experience to the Capstone’s investment banking team. As one of the firm’s founders, he helped build Capstone’s brand over the past decade. Today, he serves as the Head of Global M&A and leads the firm’s Education & Training industry, which includes childhood development, K-12, post-secondary, corporate training and relevant technology services. He is also spearheading the development of Capstone’s Southeast and Mid-Atlantic practice. 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. 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 qualified as a General Securities Representative.

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

Shawn is a Director in Capstone’s 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 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.

Whitt Larkin Vice President, Education & Training Practice [email protected] | 703-887-5390

Whitt is a Vice President with Capstone Headwaters’ Education & Training Group. He works as part of the banking team performing financial analysis, deal execution, buyer identification and strategic positioning. Prior to joining Capstone, Whitt worked for Harris Williams, the Department of Energy and started his own food & beverage company. Whitt received a BA in Economics from Washington & Lee University and an MBA from University of North Carolina Kenan-Flagler Business School. He is a series 79 Registered Investment Banking Representative and 63 Registered Securities Representative.

Sarah Doherty Vice President of Research [email protected] | 617-619-3310

Sarah is Vice President of Capstone’s corporate Research Team. She joined the firm in 2016 and primarily specializes in the Education & Training and Aerospace & Defense industries. Before Capstone, Sarah was the Data Graphics Specialist at a think tank in Washington, D.C., where she collaborated with economists and industry experts to analyze and present data. She holds a BA in Journalism and Political Science from Biola University and is a certified Market Research Analyst through IIMRA. 9 Post-Secondary Education | October 2020

FIRM TRANSACTIONS IN MARKET

CONFIDENTIAL, (LOI) Project Clever: CONFIDENTIAL, (Pre-Market) Project Emancipate: The Company provides pre-K through three digital The Company provides online apprenticeship and training literacy software. solutions for radio, film, and culinary professions.

CONFIDENTIAL, (LOI) Project Commodore: CONFIDENTIAL, (Pre-Market) Project Transform: The Company provides aviation maintenance and The Company provides teacher continuing education in welding training. the behavioral and autism space.

CONFIDENTIAL, (In Market) Project Voyage: CONFIDENTIAL, (Pre-Market) Project Timberlake: The Company provides study abroad programs for high The Company provides virtual classrooms for higher school students. education and corporate markets.

CONFIDENTIAL, (In Market) Project Mentat: CONFIDENTIAL, (In Process) Project JetPack: 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.

CONFIDENTIAL, (In Market) Project Opus: CONFIDENTIAL, (In Process) Project Heisman: The Company provides online homeschooling. The Company provides adaptive math learning software for the high school and college market. CONFIDENTIAL, (Pre-Market) Project Mariposa: The Company provides degrees as a regionally accredited CONFIDENTIAL, (Pre-Market) Project Mockingbird: college with an allied health/nursing focus. The Company provides cosmetology training.

To learn more about these opportunities, please contact Jacob Voorhees at: [email protected] or 617-216-1543

10 Post-Secondary Education | October 2020

FIRM TRACK RECORD

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11 Post-Secondary Education | October 2020

FIRM TRACK RECORD (CONTINUED)

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12 Post-Secondary Education | October 2020

CITATIONS

1. U.S. Bureau of Labor Statistics, “Consumer Price Index News Release,” https://www.bls.gov/news.release/cpi.htm, October 1, 2020. 2. U.S. Department of Education, “Secretary DeVos Rapidly Delivers More Than $6 Billion in Emergency Cash Grants for College Students Impacted by Coronavirus Outbreak,” https://www.ed.gov/news/press-releases/secretary-devos-rapidly-delivers-more-6- billion-emergency-cash-grants-college-students-impacted-coronavirus-outbreak, accessed October 1, 2020. 3. ProPublica, “Pacific Northwest College of Art: Audit for period ending June 2018,” https://projects.propublica.org/nonprofits/display_audit/11752820181, accessed October 4, 2020. 4. Business Wire, “Martin Methodist, University of Tennessee System Enter Into Discussions,” https://www.businesswire.com/news/home/20200911005081/en/, accessed October 4, 2020. 5. U.S. Bureau of Labor Statistics, “Table 8. Occupations with the largest projected number of job openings due to growth and replacement needs, 2012 and projected 2022,” https://www.bls.gov/news.release/ecopro.t08.htm, accessed September 30, 2022. 6. U.S. Bureau of Labor Statistics, “Occupational Outlook Handbook,” https://www.bls.gov/ooh/healthcare/, accessed September 30, 2020. 7. U.S. News, “How Coronavirus Affects Nursing School Admissions,” https://www.usnews.com/education/best-graduate-schools/top- nursing-schools/articles/how-coronavirus-is-affecting-nursing-school-admissions, accessed October 1, 2020. 8. Seeking Alpha, “American Public Education Reports Second Quarter 2020 Results,” https://seekingalpha.com/pr/17966148-american- public-education-reports-second-quarter-2020-results, accessed October 1, 2020. 9. WMUR9, “Nursing school applications spike amid pandemic,” https://www.wmur.com/article/nursing-school-applications-spike- amid-pandemic/32673418, October 1, 2020. 10. American Association of Colleges of Nursing, “Nursing Faculty Shortage,” https://www.aacnnursing.org/news-information/fact- sheets/nursing-faculty-shortage, accessed September 30, 2020. 11. Grand Canyon Education, “Grand Canyon Education, Inc. Reports Second Quarter 2020 Results,” https://investors.gce.com/news- releases/news-release-details/grand-canyon-education-inc-reports-second-quarter-2020-results, accessed October 1, 2020. 12. U.S. Bureau of Labor Statistics, “Computer and Information Technology Occupations,” https://www.bls.gov/ooh/computer-and- information-technology/home.htm, accessed October 18, 2020. 13. U.S. Bureau of Labor Statistics, “Information Security Analysts,” https://www.bls.gov/ooh/computer-and-information- technology/information-security-analysts.htm, accessed October 18, 2020. 14. Cybercrime Magazine, “Cybercrime Damages $6 Trillion By 2021,” https://cybersecurityventures.com/hackerpocalypse-cybercrime- report-2016/, accessed October 18, 2020. 15. (ISC)2, “(ISC)² Finds the Cybersecurity Workforce Needs to Grow 145% to Close Skills Gap and Better Defend Organizations Worldwide,” https://www.isc2.org/News-and-Events/Press-Room/Posts/2019/11/06/ISC2-Finds-the-Cybersecurity-Workforce- Needs-to-Grow--145, accessed October 19, 2020. 16. Cision, “Carrick Capital To Acquire Flatiron School,” https://www.prnewswire.com/news-releases/carrick-capital-to-acquire-flatiron- school-301085839.html, accessed October 19, 2020. 17. Adtalem, “Adtalem to Acquire Walden University From , Creating a National Leader in Healthcare Education,” https://investors.adtalem.com/press-releases/press-releases-details/2020/Adtalem-to-Acquire-Walden-University-From-Laureate- Education-Creating-a-National-Leader-in-Healthcare-Education/default.aspx, accessed September 25, 2020. 18. Zovio, “Zovio and University of Arizona Announce Transformational Higher Ed Agreement,” https://www.zovio.com/media- room/zovio-and-university-arizona-announce-transformational-higher-ed-agreement, accessed September 25, 2020.

Disclosure: This report is a periodic compilation of certain economic and corporate information, as well as completed and announced merger and acquisi- tion activity. Information contained in this report should not be construed as a recommendation to sell or buy any security. Any reference to or omission of any reference to any company in this report should not be construed as a recommendation to buy, sell or take any other action with respect to any security of any such company. We are not soliciting any action with respect to any security or company based on this report. The report is published solely for the general information of clients and friends of Capstone Headwaters. It does not take into account the particular investment objectives, financial situation or needs of individual recipients. Certain transactions, including those involving early-stage companies, give rise to substantial risk and are not suitable for all investors. This report is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Prediction of future events is inherently subject to both known and unknown risks and other factors that may cause actual results to vary materially. We are under no obligation to update the information contained in this report. Opinions expressed are our present opinions only and are subject to change without notice. Additional information is available upon request. The companies mentioned in this report may be clients of Capstone Headwaters. The decisions to include any company in this report is unrelated in all respects to any service that Capstone Headwaters may provide to such company. This report may not be copied or reproduced in any form, or redistributed without the prior written consent of Capstone Headwaters. The information contained herein should not be construed as legal advice.

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Capstone Headwaters is one of the largest and most active independent investment banking firms in the United States. The firm has a rich 18+ year history of achieving extraordinary results for middle market entrepreneurs, business owners, investors, and creditors. The firm offers a fully integrated suite of corporate finance services, including merger & acquisition, debt & equity placement, ESOP advisory, corporate restructuring, valuation & fairness opinion, and financial advisory services.

Headquartered in Boston, Capstone Headwaters has over 170 professionals across 16 offices in the U.S. with 16 dedicated industry groups. Capstone has been recognized consistently as one of the top investment banks to work for and “U.S. Middle Market Firm of the Year.”

UNITED STATES

170+ professionals 16 offices INTERNATIONAL Boston  Burlington   Los Angeles 450+ professionals New York  Orange County  Philadelphia 60+ offices in 40 countries Richmond  San Diego  San Francisco St Louis  Tampa  Washington DC Asia: China  India  Japan Latin America: Argentina  Brazil  Chile  Colombia  Mexico  Peru Africa: Congo  Egypt  Ghana  Ivory Coast  Mauritius  Morocco  Senegal  South Africa Europe: Belgium  Bosnia  Croatia  Czech Republic  Finland  France  Germany  Herzegovina Hungary  Ireland  Italy  London  Netherlands  Norway  Poland  Russia  Serbia  Slovenia Spain  Sweden  Switzerland  Turkey  United Kingdom

www.capstoneheadwaters.com

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