Richard Jackim MidCap Advisors, LLC 1MidCap Advisors, LLC - The Education Specialists

 M&A activity in the educational segment is slowly rebounding after a lull in 2009 &  Over 140 transactions were closed in 2010 and 2011 with a total value of just over $4 billion. 2 MidCap Advisors, LLC - The Education Specialists

 Strategic Buyers ◦ Bought 68% of the schools sold in 2010 and 2011  Financial Buyers ◦ Bought 32% of the schools sold in 2010 and MidCap Advisors, LLC - The Education Specialists

SellerBuyerPurchase Price Peer2Peer Tutors, Inc.Aristotle Circle, Inc.Undisclosed Carrick EducationPearsonEst. $60 million TutorVistaPearson$127 million Franklyn ScholarKaplan Inc.Est. $18 million SkillSoftBain Capital$1.1 billion Acron Care & EducationOntario Teachers Pension Plan$245 million Ross LearningJLL Partners$232 million Plato LearningThoma Bravo$137 million MelorioPearson$108 million Saf-T-NetBlackboard$34 million Perform TechGP Strategies$15 million 4 MidCap Advisors, LLC - The Education Specialists

 Education companies with revenues of less than$25 million accounted for 95% of total education deals  75% of education and training companies sold between 2001 and 2012 had revenues of $5 million or less 5 MidCap Advisors, LLC - The Education Specialists

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 50% of privately held companies will experience a change of ownership over the next 15 years. Source: Studies by MassMutual, Marquette University, Exit Planning Institute, ROCG Consulting, et. al.  8 out of 10 small businesses will either be undervalued or unsalable. Source: Source: Studies by U.S. SBA, IBBA, & Exit Planning Institute  75% of owners were unhappy 12 months after selling their companies Source: Source: Study by PriceWaterhouseCoopers, Whose Business is it Anyway?  WHY??? 8 MidCap Advisors, LLC - The Education Specialists

Legal Issues Business Issues Value Creation Tax Issues Financial Issues Personal Issues Exit Planning

1. Goals: Articulation & Alignment 2. Financial Needs 3. Business Valuation 4. Value Enhancement 5. Exit Options 6. Net Proceeds 7. Action Plans

 Exiting Planning Process: 0 to 5 years  Sales Process: 6 months to 1 year  Transition Period: 0 to 2 years  Seller Financing: 0 to 5 years In Total: 6 months to 8 years The less time you take, the fewer options you have. 11 MidCap Advisors, LLC - The Education Specialists

12 PLANNING MARKETING Approach Potential Investors or Acquirers; Identify Most Interested Parties; Receive Indications of Interest. Management Presentations; Conduct Investor Tours; Provide Additional Information; Pre- negotiate Key Contract Terms; Analyze Formal Offers; Conduct Final “Auction.” Sign Agreement; Close Transaction. Structure Transaction; Negotiate Agreement. Pre-sale valuation analysis. Define Strategy; Prepare Marketing Documentation; Valuation Parameters; Identify and Analyze Key Potential Investors or Acquirers. MANAGEMENT PRESENTATIONS STRUCTURING AND NEGOTIATING DUE DILIGENCE/CLOSING Week For capital raises and sell side engagements MidCap Advisors, LLC - The Education Specialists

13 Private equity groups have a record setting $458 BILLION to invest – the largest amount since MidCap Advisors, LLC - The Education Specialists

14 Contact: Richard Jackim Managing Director Education Group MidCap Advisors, LLC Phone Cell Fax New York Chicago Philadelphia Boston Dallas/Fort Worth Kansas City Charleston Charlotte Indiana New York Chicago Philadelphia Boston Dallas/Fort Worth Kansas City St. Louis Available at Amazon.com