SECTOR COVERAGE REPORT: Education Technology

SECTOR COVERAGE REPORT:

Education TechnologyH1 2021

» Education Technology has never been more in focus, given the spotlight the pandemic has shone on (a) the limitations of traditional methodologies for transferring and improving knowledge and skills; and (b) the additional administrative complexity associated with ever-changing health and location requirements of pupils, students and workers

» This has led to a huge increase in deal momentum, with $7.1Bn of global EdTech transactions announced in H1 2021 alone, compared with $4.5Bn in the whole of 2019.

» The public markets are also demonstrating huge interest in the Education Technology market, with US-listed EdTech stocks up some 88% since the start of the pandemic, at least 5 US EdTech IPOs either completed or expected in 2021 and some $11Bn of firepower available from EdTech-focused SPACs

» As we look into the second half of 2021 and beyond, we do not expect the pace of dealflow to diminish. The macro factors supporting EdTech are undeniable, as are the investment $ looking to be deployed in the sector

» GCA is one of the leading advisers to the Education Technology sector globally, having advised on nine transactions in the last 12 months and with multiple live engagements in the space

EXECUTIVE SUMMARY

2

Trends & Drivers GCA EdTech Practice – Regional Leaders

ADRIAN REEDManaging DirectorManchester, UKE: [email protected]

KRISTOFFER KÄLLESKOGManaging DirectorStockholm, SwedenE: [email protected]

RUPERT SADLERManaging DirectorHead of EdTechNew York, NYE: [email protected]

SAMEER JINDALManaging DirectorMumbai, IndiaE: [email protected]

ALI MASOUDVice PresidentNew York, NYE: [email protected]

JEREMY HARRISONManaging DirectorBirmingham, UKE: [email protected]

I. GCA COVERAGE

II. EDTECH MARKET OVERVIEW

III. PRIVATE FINANCING UPDATE

IV. M&A UPDATE

V. SUBSECTOR PROFILE: GRC TRAINING AND SOFTWARE

VI. PUBLIC COMPANY UPDATE

VII. APPENDIX

3

San Francisco | New York | Birmingham | Frankfurt | Fukuoka | Ho Chi Minh City | Kyoto | Lausanne | Leeds | London | Manchester | Milan | Mumbai | Munich | NagoyaNew Delhi | Osaka | Paris | Shanghai | Singapore | Stockhom | Taipei | Tel Aviv | Tokyo | Zurich

OUR GLOBAL INVESTMENT BANKING PLATFORM

NORTH AMERICA

– Strong relationships with high-growth public and private companies

– M&A, capital markets, and private funds advisory services

– Technology-focused, including horizontal and vertical software, industrial tech, mobility, digital media, and ecommerce

ASIA

– Strong relationships with global Japanese conglomerates and trade buyers

– Full-scope M&A advisory services, including strategic planning, due diligence, deal execution, and PMI

– Focus on client needs in all sectors, including industrials, consumer, technology, and healthcare

EUROPE

– Strong relationships with leading corporates, private mid-market, and PE firms

– M&A and debt advisory services

– Leading software M&A advisor in Europe, also a leading advisor in the wider technology, consumer and retail, industrials, business services, and healthcare sectors

24 global officesGlobal reach in the key M&A markets across North America, Europe and Asia

500+ professionals Highly experienced investment banking professionals in all regions

500+ dealsAnnounced or closed in last 3 years

4

GCA is a leading global M&A advisor across numerous industry sectors with a strong focus in technology

100+ dealsSoftware transactions in last 3 years

5

GCA IS A LEADING ADVISER TO THE GLOBAL EDTECH MARKET

Acquired by

Academic Testing Publishing

Advisor to Alpha Test

(Port. co. of )

Education marketing

Refinancing

Debt advisor to the shareholders

Advisor to Astrum

Review Platform

Acquired by

Advisor to Feefo

Online student learning platform

Acquired by

Advisor to Studydrive

Education marketing

Acquired by

Advisor to Educations Media Group

Advisor to Sparta

Professional training and staffing

Ethics & compliance training and content

Acquired by

A partner company of

Advisor to Interactive Services

Ethics & compliance training platform

Received

investment from

Advisor to LRN

Workforce development solutions platform

Acquired by

Advisor to Komatsu

Experience education

(portfolio company)

Sold its Experience education

brands to

Advisor to Travelopia

EdTech platform

Received

investment from

Advisor to Fuse Universal

Acquired by

Advisor to GetAbstract

Online Library

K-12 digital learning solutions

Acquired by

(Port. co. of )

Advisor to ILT

Online student learning platform

Received

investment from

Advisor to Eupheus Learning

Resource booking software for schools

Acquired by

Advisor to SchoolCloud

Acquired by

Anti-plagiarism software

Buy-Side(Confidential)

Acquired by

K-12 online learning platform

Advisor to Sofatutor

Acquired by

Gamified corporate learning SaaS platform

Received investment from

Advisor to Attensi

Language course provider

Refinancing

Debt advisor to the shareholders

Advisor to English Language Centres

Vocational training

Acquired by

An affiliate of

Advisor to Weidinger & Partner

M&A and debt

advisor to bidder

Debt advisory

Education management services

Acquired by

Advisor to Course Advisor

Education marketing

Driver training

Sold to Management,

supported by

(Port. co. of )

Advisor to TTC Group

International school group

Adviser to

prospective

investor

Buy-side advisor

I. GCA COVERAGE



IV. M&A UPDATE



VII. APPENDIX

6

Notes:Source: HolonIQ, GCA research.

MARKET OVERVIEW: STRONG UNDERLYING MARKET TAILWINDS AS DIGITALIZ ATION OF EDUCATION ACCELERATES

Technology Policy from GovernmentsThe adoption of technology by school districts are encouraged and reinforced by global policy makers

€[•]m

$5.9T

$163B

2019 2025E

Education & TrainingCAGR: +3.6%

EdTechCAGR: +16.3%

The Global Education & Training market is estimated at $5.9T in 2019

Key Market Growth Drivers

Market Commentary

» EdTech is the fastest growing segment of the Education & Training market and is expected to continue to be the fastest growing segment through 2025

» Digital learning across both the mainstream education and corporate worlds has been a major driver of revenue growth, investment and M&A activity for EdTech companies

» In 2020 this phenomenon accelerated materially due to the distance learning necessities driven by COVID-19. Although this headlong pace may slow, most analysts expect the steep change in acceptance of digital learning technologies to drive sustained long term growth in the sector

» B2C EdTech models are also on the rise as students, parents, and workers increasingly seek learning support and up-skilling

Stimulating Effects of COVID-19 Substantial government investments into digital school & teaching infrastructure – accelerated by COVID-19

Widespread use of Mobile DevicesDigital learning promotes gamification of learning through interactive courses as a result of widespread use of portable devices

Increasing Focus on Employee Knowledge & SkillsCorporations are increasingly focused on providing employees with high quality training to ensure appropriate knowledge, skills and career enhancement. Technology-based solutions including e-Learning, microlearning and gamification are commanding a growing share of spend

$404B

$7.3T

Technology Advancements The latest AI technology empowers personalised learning – allowing users to schedule and complete courses as per their convenience and requirements

7

K-12 EDUCATION HIGHER EDUCATION CORPORATE

SOFT

WA

RE

CO

NTE

NT

Training and Licensure

Leadership

Continuing Education

Microlearning

MARKET OVERVIEW: TECHNOLOGY AND PRODUCT LANDSCAPE

HR and Talent Management

Distance Learning

Skill Development

Outcomes and Performance Management

Competency Based Learning

Student Management

Systems

Personalized / Adaptive Learning

Learning Analytics &

Assessments

Tutoring and Advancement

Fundraising & Alumni Management

CRM and Enrollment

Management

Learning Management

Systems

Learning Management

Systems

Learning Analytics &

Assessments

Student Safety

Operations Management

Student Management

Systems

Virtual Classrooms

Online Content Offerings

Student Safety

Operations Management

Learning Management

Systems

Mobile

Sales and Marketing

Ethics & Compliance

Training

Virtual Classrooms

Online Content Offerings

Notes: Sample representation of coverage landscape; GCA currently tracks 500+ education technology and e-learning companies

Extended Learning

Tutoring and Advancement

8

Education Marketing

GRC SystemsGamified Learning

Skills and Vocational

Training

K-12 EDUCATION HIGHER EDUCATION CORPORATE

SOFT

WA

RE

CO

NTE

NT

Notes: Sample representation of coverage landscape; GCA currently tracks 500+ education technology and e-learning companies

MARKET OVERVIEW: SELECTED VENDOR LANDSCAPE

9

I. GCA COVERAGE



IV. M&A UPDATE



VII. APPENDIX

10

FINANCINGS: RECENT EDTECH FINANCING ACTIVITY

Announce Date

(1) Company Lead / Selected InvestorAmount Raised

Funding to Date

Post-Money Valuation

Vertical(s) Target Location

6/29 $300 $482 $3,000 Educational Software Glendale, CA

6/21 $249 $351 $1,700 Educational Software Vienna, Austria

6/16 NA NA NAEducational and

Training Services (B2B)Plantation, FL

6/15 $70 $77 NA Educational Software Santa Monica, CA

6/10 $300 $439 $3,200 Educational Software Kitchener, Canada

6/2 $150 $379 $3,750Educational and

Training Services (B2B)Denver, CO

4/27 $80 $162 NAEducational and

Training Services (B2C)Paris, France


Training Services (B2C)San Francisco, CA

4/13 $183 $383 $1,400 Educational Software Pleasanton, CA


Training Services (B2C)San Francisco, CA

2/25 $100 $188 $1,050 Educational Software New York, NY

2/4 $130 $149 $500 Educational Software Toronto, Canada

1/29 $150 $292 NA Educational Software Saint Louis, MO

Notes:Source: Pitchbook and press releases.Data represents private capital deals across education technology and e-learning with a deal size of at least $25M.1) Financings in Q1 and Q2, 2021. 11

FINANCINGS: VENTURE-BACKED COMPANY LEADERS

$35M - $75M

$75M - $150M

$150M - $300M

$300M +

$5M - $35M

1

11

Total Raised to Date:

Notes:Source: Pitchbook, company filings, company websites, press releases as of 6/30/21. 12

INVESTORTOTAL

INVESTMENTS In EdTech

TARGETS SINCE 2015

21

20

16

12

12

11

9

8

7

5

FINANCINGS: MOST ACTIVE VENTURE & GROWTH EQUITY CAPITAL

(2015) (2017) (2017) (2018) (2020)

Notes:Source: Pitchbook, company filings, company websites, press releases as of 6/30/21.

(2016, 2017) (2015, 2017, 2019, 2021) (2018)

(2015)

(2015) (2018) (2018) (2018) (2020)

(2015) (2017) (2018, 2019, 2021) (2018, 2021)

(2015) (2015)

(2016, 2020) (2017, 2020)

(2015, 2017, 2020)

(2015)

(2015, 2016, 2017) (2018) (2018) (2019)

(2018, 2021)

(2017)

OTHER ACTIVE INVESTORS

13

(2017) (2018) (2020)

(2018, 2020, 2021)

(2019, 2020, 2021)

(2020, 2021)(2019, 2021)(2018)(2017)

(2017)

(2020)

(2021)

(2021)

(2020) (2021)

(2020) (2021)

(2020)

I. GCA COVERAGE



IV. M&A UPDATE



VII. APPENDIX

14

ACQUIROR# ACQUISITIONS

(SINCE 2015)TARGETS

12

9

8

8

7

7

6

6

6

5

5

4

M&A: MOST ACTIVE STRATEGIC ACQUIRORS (SINCE 2015)

(2016) (2018) (2019) (2020)(2018)

(2015) (2017) (2018) (2019)(2016)

(2015) (2018) (2019) (2019)(2016)

(2016) (2019) (2019)(2016)

(2016) (2017) (2019) (2019)(2016)

(2015) (2016) (2020)(2015)

15

(2016) (2017) (2017)

(2018)(2018)(2018)

(2020) (2020)(2016)

(2020)(2016)(2016)(2015) (2016)

(2017)

(2018)(2016)

(2015) (2015) (2016) (2016)(2015) (2016)(2015)

Fronteer

(2016) (2017) (2018)(2016) (2020)

Notes: Source: Pitchbook, company filings, company websites, press releases as of 6/30/21.

(2021)

(2020)

(2021)(2021)

(2021)

(2015) (2016)(2016) (2017) (2019) (2021)

(2019) (2020) (2021)(2019) (2021)

(2015) (2016)(2015) (2017)

(2015) (2020) (2020)(2016) (2021) (2021)

SPONSOR# PLATFORM

ACQUISITIONS TARGETS

12

11

11

11

9

7

7

6

6

6

M&A: MOST ACTIVE FINANCIAL SPONSOR ACQUIRORS

(2012)* (2014)* (2016)*

(2014)* (2015)* (2016) (2018)

Notes: Source: Pitchbook, company filings, company websites, press releases as of 6/30/21.* Exited Investment 16

(2017) (2019)(2015)* (2020)(2014)*(2007)* (2010)* (2018)(2011)

(2018)(2012)* (2015)*(2011)*(2007)* (2020)(2004)*

(2000)* (2012) (2017)(2008)* (2019)

(2017)* (2018) (2018) (2019)

(2011) (2014)* (2016)* (2017) (2018) (2018) (2021) (2021) (2021)

(2020)

(2021) (2021)

(2021) (2021)

(2009) (2019)(2012)* (2015)*

(2014)* (2015)*(2012)* (2020)(2017) (2021)

(2017) (2019)* (2020)*(2018)(2014)

(2010)* (2011)*

(2011)* (2013)* (2015)* (2016)* (2018) (2020)

(2018)(2014) (2021)(2017)(2014) (2019)(2014)* (2021)

(2010) (2017) (2017)(2017) (2020)(2019)(2019)

(2021)

(2014)

SPONSOR# PLATFORM

ACQUISITIONSTARGETS

5

5

5

5

4

4

4

3

3

3

M&A: MOST ACTIVE FINANCIAL SPONSOR ACQUIRORS (CONT.)

(2017)* (2019)

17

Notes: Source: Pitchbook, company filings, company websites, press releases as of 6/30/21.* Exited Investment

(2010)* (2017) (2020)

(2018) (2020) (2020)

(2014)* (2014)* (2015) (2018)

(2021)

(2015)* (2017) (2018) (2020)

(2006)* (2012)* (2018)* (2020)

(2010) (2017) (2019) (2021)

(2014) (2016) (2018)* (2020)(2015)

(2010)* (2020) (2020) (2021)

(2021)

(2015) (2021)(2018) (2020) (2021)

(2017)

($MM)

Announced Enterprise EV / Revenue EV / EBITDA

Date Acquirer Target Value (EV) LTM LTM Target Description

6/30/21 $22 ND NDProvides executive coaching SaaS for businesses in the retail, healthcare, financial services, technology, manufacturing and life

sciences sectors.

6/29/21 ND ND NDDeveloper of an e-learning platform intended to help businesses shift from traditional compliance-based training to a digital and

interactive mode.

6/29/21 $800 ~8x ND The assets of edX, including its brand and website, which provides e-learning services for students, universities, and businesses.

6/22/21 $325 16.2x NDDeveloper of an online learning platform offering a set of tools for learning, revision, and assessment and continuously evolving

comprehensive and curriculum-aligned content.

6/16/21 ND ND NDProvider of special educational tools for Swedish schools focusing on students with cognitive challenges and multilingual

backgrounds.

6/15/21 $4,500 3.0x 11.6x Provides educational materials and learning solutions worldwide. The company operates through Higher Education, K–12,

International, and Professional segments.

6/14/21 ND ND ND Provides enterprise information management software, SaaS and services for higher education clients.

6/2/21 $3,500 35.0x ND Provides online cloud computing training website for businesses and students globally.

5/14/21 ND ND ND Provides eLearning SaaS and industry-specific training services that enable continuing education and performance management.

5/6/21 $500 ND NDOperates a single sign-on subscription-based e-learning marketplace for the K-12 education sector, including schools and

students.

4/20/21 $350 ND NDDeveloper of an employee knowledge platform intended to help businesses shake up learning and empower people to drive

measurable business results.

4/20/21 $500 10.0x NDProvides cloud-native AI-based learning management SaaS and related mobile application for businesses, government and

educational agencies, and non-profit agencies.

3/17/21 ND ND ND Provides anti-malware web browsing SaaS that enables educators and parents to filter students' online activity.

M&A: SELECTED RECENT TRANSACTIONS

18

Notes:Source: Capital IQ , 451 Research, Pitchbook, company filings, and press releases as of 6/30/21.

Indicates GCA participation in transaction.

($MM)

Announced Enterprise EV / Revenue EV / EBITDA

Date Acquirer Target Value (EV) LTM LTM Target Description

3/3/21 $320 2.9x ND Provides educational insights helping students, counselors, and parents allign career interest with coursework.

2/4/21 ND ND ND Operates an online tutoring and learning marketplace that connects students to tutors for online or in-person lessons.

2/4/21 ND ND NDProvides foreign language instructional and tutoring SaaS, software, and related mobile application for consumers, businesses,

government agencies, and educational institutions globally.

1/12/21 ND ND ND Provides e-learning services, as well as related development tools for businesses, developers, and educational institutions.

10/19/20 $550 3.6x 9.3x Provides learning materials, primarily textbooks, for primary and secondary education in Spain.

10/13/20 $233 1.2x 12.9x Provides online and traditional IT, business skills, and leadership training courses for businesses and government agencies.

10/13/20 $1,300 2.7x 9.0x Provides online employee training courses spanning a broad range of business, technology, and compliance subjects for

businesses, government agencies and educational institutions globally. Also provides employee training software and SaaS.

9/16/20 $33 9.3x NDProvides mobile-focused HR engagement SaaS and related applications for businesses. Offerings enable training and

engagement with employees.

9/9/20 ND ND NDProvides corporate e-learning and training SaaS and related services to businesses globally. Offerings enable multi-language

online compliance training and employee engagement and retention.

8/31/20 $761 4.0x NDProvides foreign language instructional and tutoring SaaS and software for consumers, businesses, government agencies and

educational institutions globally.

6/4/20 $115 8.8x 20.0x Operates as an online math tutoring service for students, parents and teachers globally at www.mathway.com.

1/10/20 ND ND ND Provides an online community for higher-education students to share and review study material.

25th Percentile $277 3.0x 9.3x

Mean $921 8.8x 12.6x

Median $500 4.0x 11.6x

75th Percentile $781 9.7x 12.9x

M&A: SELECTED RECENT TRANSACTIONS (CONT.)

19

Notes:Source: Capital IQ , 451 Research, Pitchbook, company filings, and press releases as of 6/30/21.

Indicates GCA participation in transaction.

I. GCA COVERAGE



IV. M&A UPDATE



VII. APPENDIX

20

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Q3’20 Q4’20 Q1’21 Q2’21

25

GRC SOFTWARE M&A & FINANCING TIMELINE

Notes:Source: Pitchbook, 451 Research, CapitalIQ, company websites, press releases.

Apr-21: OneTrust $210m Series C from SoftBank Investment Advisers

Jan-21: Providence Strategic Growth acq. Traliant

Mar-21: OneTrust acq. Docuvision

May-21: Ontario Teachers' Pension Plan acq. Mitratech Holdings

Jun-21: EQS Group AG acq. Business Keeper GmbH

Mar-21: OneTrust acq. Convercent

Feb-21: SureCloud Debt Financing from Boost&Co.

Mar-21: Ideagen acq. Qualtrax

May-21: Genstar Capital and Insight Partners acq. Vector Solutions

May-21: OneTrust acq. Shared Assessments

Dec-20: VComply $6m Series A from Accel & Counterpart Ventures

Dec-20: Symplr $131m PE Growth from Ares Management

Sep-20: Laika $10m Series A from Canapi Ventures

Feb-21: Diligent Corporation acq. Galvanize

Feb-21: Diligent Corporation acq. Steele Compliance Solutions

Mar-21: KnowBe4 acq. MediaPRO

Mar-21: RSA Security PE Growth from Clearlake Capital Group

Aug-20: Ideagen acq. Qualsys

Oct-20: Vector Solutions acq. LiveSafe

Sep-20: LRN Corporation acq. Interactive Services

Nov-20: Mitratech Holdings acq. INSZoom

Dec-20: OneTrust $300m Series C from TCV


Notes:Source: Pitchbook, CapitalIQ, company websites, press releases as of 7/13/21. 26

GRC SOFTWARE VENDOR PROFILES

COMPANY DESCRIPTION FINANCIAL SUMMARY INVESTORS / PARENT

NAVEX Globalwww.navexglobal.com

HQ: Lake Oswego, ORFounded: 1997CEO: Bob Conlin

• NAVEX Global's comprehensive suite of ethics and compliance so�ware, content and services helps organiza�ons protect their people, reputa�on and bo�om line.

• The company works with its clients to manage ethics and compliance programs through a deep por�olio of services, including incident management so�ware, whistleblower hotlines, policy management and online training so�ware, third-party risk management and expert advisory consul�ng services.

• NAVEX Global offers a 360-degree view of risks across enterprises with solu�ons for a fully integrated program: NAVEX One for Ethics & Compliance, NAVEX ESG for Environmental, Social, and Governance, and Lockpath for Integrated Risk Management.

• LTM Revenue (Jun-2018): $185m

• $1.4Bn LBO by BC Partners and Noble Rock Advisors (Jul-2018)

LRNwww.lrn.com

HQ: New York, NYFounded: 1994CEO: Kevin Michielsen

• LRN has helped over 25 million people at more than 700 companies worldwide simultaneously navigate complex legal and regulatory environments and make ethical decisions, and has also helped hundreds of companies foster ethical, responsible, and inclusive cultures.

• The company's pla�orm helps in maintaining high compliance standards, develop ethical cultures, provide training and consul�ng tools that translate values into concrete corporate prac�ces.

• LRN’s Learning Management System provides industry tailored E&C solu�ons covering inclusive training, online resources, a global technical support team, and powerful analy�cs and repor�ng making it easy to track results and mi�gate gaps to reduce risks.

• Total funding: $65m• LTM EBITDA

(Sep-2018): $14m

• Development capital from Leeds Equity Partners (Dec-2018)

Sai Globalwww.saiglobal.com

HQ: Sydney, AustraliaFounded: 1922CEO: Peter Granat

• SAI Global is a recognized leading provider of integrated risk management solu�ons, assurance, and property services.

• The company focuses on offering risk management so�ware, standards aggrega�on, regulatory content, ethics and compliance learning, risk assessments, property informa�on and se�lement services, enabling clients to protect their brands by proac�vely managing risk to achieve business excellence, growth, sustainability, and trust.

• Sai Global provides a cloud-based configurable and secure pla�orm that allows for solu�on configurability, process modeling, data visualiza�on and analy�cs, learning and vest prac�ce content, and system integra�on with its SAI360 solu�on.

• Total funding: n/a • $814m LBO by Baring Private Equity Asia and Silverfern (Dec-2016)

True Office Learningwww.trueofficelearning.com

HQ: New York, NYFounded: 1998CEO: Neha Gupta

• True Office Learning is a leading enterprise educa�on and analy�cs company that connects e-learning to advanced behavioral data through an adap�ve technology pla�orm.

• The company’s cloud-based so�ware provides organiza�onal insights that were previously immeasurable, enabling organiza�ons to create analy�cs-rich training solu�ons, analyze efficacy and drive be�er business outcomes.

• True Office Learning uses its pla�orms: Scholar, I.Q., Poet, and Learn I.O. to create a balance of adap�ve training courses and modules, videos, microlearning events, opera�onaliza�on toolkits, and diagnos�cs—all linked together by a behavioral analy�cs portal.

• Total funding: n/a • Acq. by Marlin Equity Partners (Jun-2017)



GRC SOFTWARE VENDOR PROFILES (CONT.)


Traliantwww.traliant.com

HQ: Manha�an Beach, CAFounded: 2016CEO: Michael Palla�a

• Traliant provides online workplace compliance training in Manha�an Beach, California.• The company specializes in training built on an e-learning pla�orm that allows text and video

customiza�on for employees, enabling users to be trained to make the right decisions through interac�ve sessions.

• Traliant offers training within HR Compliance, Legal Compliance, Higher Ed Compliance, Classroom training and Traliant Spark curriculums.

• Select customers:

• Total funding: n/a • LBO by Providence Strategic Growth (Jan-2021)

Vector Solutionswww.vectorsolu�ons.com

HQ: Tampa, FLFounded: 1999CEO: Marc Sheipe

• Vector Solu�ons is the leading provider of award-winning, intelligent SaaS solu�ons that help organiza�ons and individuals operate at the highest level and prepare for more challenging workplaces and environments.

• The company specializes in delivering suites of services and products which includes training management, con�nuing educa�on (CE), compliance training, workforce scheduling and safety management.

• Vector Solu�ons so�ware offering includes Vector LMS – training management system, Vector Assessment – scheduling technology, Vector EHS Management – safety reports on incidents, Vector LiveSafe – surface early warning insights, and Vector Evalua�ons - employee evalua�on.

• LTM Revenue (Dec-2018): $44m

• LBO by Genstar Capital (May-2021)

Cyberbitwww.cyberbit.com

HQ: Ra'anana, IsraelFounded: 2015CEO: Adi Dar

• Cyberbit is a market-leading provider of cyber range pla�orms for training cybersecurity professionals. Cyberbit Range addresses one of the most acute cybersecurity problems: preparing the human element for a�acks.

• The company's pla�orm helps curate training paths with labs and full-scale cyber range, delivering a hyper-realis�c, virtual SOC experience, that includes massive networks, reverse engineered a�acks, and commercially licensed security tools for skill-building.

• Cyberbit provides two main cyber training products: Cyber range and Cyber Labs along with performance-based assessments and analy�cs. Cyber Range Exercises use real world training scenarios, while Cyber Labs build founda�onal skills in a hands-on virtual environment.

• Total funding: n/a • $70m LBO by Charlesbank Capital Partners and Claridge Israel (May-2020)

KnowBe4www.knowbe4.com

HQ: Clearwater, FLFounded: 2010CEO: Stu Sjouwerman

• KnowBe4, the provider of the world's largest security awareness training and simulated phishing pla�orm, is used by more than 35,000 organiza�ons around the globe.

• The company has created a security awareness framework that allows businesses to assess, track, and mi�gate the ongoing threat of social engineering a�acks to their cybersecurity. Security Awareness, Security Orchestra�on, Automa�on and Response, Governance, Risk, and Compliance are among the features of its pla�orm.

• KnowBe4 provides interac�ve browser-based training including Security awareness, Enterprise Security, Security & Orchestra�on, Governance, Risk & Compliance, as well as industry tailored programs.

• Market Cap: $5.1Bn• EV: $5.0Bn

LTM as of 3/31/21• EV/Revenue: 26.6x• Revenue: $189m• EBITDA: $8m

• NASDAQ: KNBE



GRC SOFTWARE VENDOR PROFILES (CONT.)


OneTrustwww.onetrust.com

HQ: Atlanta, GAFounded: 2016CEO: Kabir Barday

• OneTrust’s suite of products helps companies protect client data, comply with privacy guidelines, evaluate risks and manage internal and external ethics and compliance.

• The company's comprehensive, integrated, technology-based services include readiness and privacy impact assessments, data inventory and mapping automa�on, website scanning and consent management, subject rights requests, incident repor�ng and vendor risk management.

• The OneTrust pla�orm includes OneTrust Privacy - Privacy Management So�ware; OneTrust DataGovernance - Data Intelligence So�ware; OneTrust Vendorpedia - Third-Party Risk Exchange; OneTrust GRC - Integrated Risk Management So�ware; OneTrust Ethics - Ethics and Compliance So�ware; and OneTrust ESG – Environmental, Social & Governance So�ware.

• Total funding: $920m• LTM Revenue

(Dec-2019): $34m

• $210m Series C extension by So�bank Investment Advisers (Apr-2021)

• $300m Series C by TCV, Insight Partners and Coatue Management (Dec-2020)

SkillSoftwww.skillso�.com

HQ: Nashua, NHFounded: 1998CEO: Jeff Tar

• Skillso� provides enterprise-grade solu�ons for learning to prepare companies and their learners for the future of work. The Company’s solu�ons are an advantage for the en�re enterprise, enabling organiza�ons to overcome cri�cal skill gaps and drive demonstrable behavior-change.

• The company's pla�orm offers a comprehensive selec�on of cloud-based corporate learning content, including courses, videos, books and other resources on leadership development, business skills, digital transforma�on, technology and compliance.

• Skillso�’s course offering covers technology and development, leadership & power skills, compliance and others.

• Market Cap: $1.4Bn• EV: $1.4Bn

LTM as of 6/30/21• EV/Revenue: ND• Revenue: ND• EBITDA: ND

• NYSE: SKIL

Diligentwww.diligent.com

HQ: Minneapolis, MNFounded: 1994CEO: Sherman Black

• Over 3,500 clients in more than 90 countries and on all seven con�nents rely on Diligent to provide secure, intui�ve access to their most �me-sensi�ve and confiden�al informa�on, ul�mately helping them make be�er decisions.

• The company's SaaS so�ware offers services for boards, government organiza�ons, non-profit groups and senior execu�ves to share and collaborate informa�on for board mee�ngs.

• Diligent’s so�ware offering includes Board Management So�ware – allowing boards to track company performance and gather real-�me informa�on, En�ty Management - enabling organiza�ons to centralize and manage their corporate subsidiary data, Cap Table Management, Execu�ve Compensa�on, and a Cyber Risk Scorecard.

• Total funding: $2.5Bn • $536m of development capital from Insight Partners, Norwest Venture Partners, Clearlake Capital, and The Blackstone Group (Aug-2020)

SureCloudsurecloud.com

HQ: Reading, UKFounded: 2006CEO: Richard Hibbert

• SureCloud is a provider of cloud-based, Integrated Risk Management products and Cybersecurity services

• The company's services support the business to achieve its outcomes, trains end-users for benefits, provide support to assist issues ensuring the value provided jus�fies the investment.

• The SureCloud Integrated Risk Management (IRM) approach enables organiza�ons to meet and manage basic regulatory compliance drivers, while providing dashboards to show connec�ons to risk, vulnerabili�es, vendors, and incidents.

• SureCloud’s product offering covers IT Risk Management, Data Privacy Management Solu�ons, Compliance Management, Vendor Risk Management and a Secure Cloud Pla�orm.

• Total funding: n/a • Received debt financing from Boost & Co.(Feb-2021)




I. GCA COVERAGE



IV. M&A UPDATE



VII. APPENDIX

31

(60.0%)

(40.0%)

(20.0%)

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

Jul-18 Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21

(30.0%)

(20.0%)

(10.0%)

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

Jul-20 Sep-20 Nov-20 Jan-21 Mar-21 May-21 Jul-21

3 Year Share Price Performance

PUBLIC COMPANIES: HISTORICAL PERFORMANCE

Education Technology Ecosystem

20%

50%

(2%)

Content & Publishing

37.7%

Content & Publishing

Education Services

16.8%

S&P 500

LTM Share Price Performance

(24.7%)

Education Technology

51%

(25%)

38%

17%

38%

LTM Share Price Performance

Notes:Source: Capital IQ as of 7/13/2021.

Education ServicesEducation Technology

32

48.0%

43.6%

37.1% 34.6%

23.9% 22.1%

18.5% 16.5%

15.7%

7.8%

2.8%

(0.9%)

3.7%

9.0%

Median: 20.3%

15.0x

11.3x

8.0x

5.2x4.4x 4.1x

3.4x 3.3x

2.7x 2.1x 1.5x0.9x

3.8x

2.3x

Median: 3.8x

2021E Revenue Growth

EV / 2021E Revenue

PUBLIC COMPANIES: REVENUE GROWTH AND VALUATION

Education Services

Educational Content & Publishing

Education Services


Notes: Median represents education technology bucketSource: Capital IQ as of 7/13/2021. 33

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

-10% 0% 10% 20% 30% 40% 50% 60% 70%

R = 0.27

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

-10% 0% 10% 20% 30% 40% 50%

R = 0.28

Ente

rpri

se V

alu

e /

CY

20

21

E R

eve

nu

e

CY 2021E Revenue Growth %

Low Growth Medium Growth High Growth

Median Rev. Growth %

2.8% 18.5% 39.3%

Median EV / Rev. 3.2x 5.1x 5.4x

PUBLIC COMPANIES: VALUATION CORRELATION

Notes:Source: Capital IQ as of 7/13/2021.1) Defined as companies with annual revenue growth <= 15%.2) Defined as companies with annual revenue growth >15% and <= 30%.3) Defined as companies with annual revenue growth >30%. Excludes Gaotu Techedu and TAL Education Group.

CY 2021E Revenue Growth % + CY 2021E FCF Margin %

Low Growth Medium Growth High Growth

Median Growth % + FCF Margin %

13.2% 31.6% 55.0%

Median EV / Rev. 3.4x 4.2x 4.1x

Notes:Source: Capital IQ as of 7/13/2021.4) Defined as companies with revenue growth % + FCF margin % <= 20%.5) Defined as companies with revenue growth % + FCF margin % >20% and <= 40%.6) Defined as companies with revenue growth % + FCF margin % >40%.

High Growth EdTech(3)(6)Medium Growth EdTech(2)(5)Low Growth EdTech(1)(4)

34

BLBK

CHGG

WDAY

RDY

LRN

CHGG

WDAY

HSTM

LRNGOTU

CSOD

TWOU

LTG

TRB

HSTM

LTG

RDY

TALTRB

TWOU

CSODBLBK


RELX PLC $64,532 6.6x 6.4x 19.4x 17.3x (7%) 4% 65% 65% 34% 37%

Thomson Reuters Corporation $51,532 8.6x 8.3x 26.7x 26.6x 1% 4% 32% 32% 32% 31%

Wolters Kluwer N.V. $30,552 5.4x 5.6x 18.2x 17.8x 9% (3%) 70% 70% 30% 31%

Pearson plc $9,460 2.0x 2.0x 12.7x 11.2x (9%) 3% 52% 52% 16% 18%

John Wiley & Sons $4,147 2.2x 2.0x 10.7x 9.6x 2% 9% 71% 71% 21% 21%

Houghton Mifflin Harcourt Company $1,952 1.9x 2.1x 18.6x NA (26%) (10%) 45% 45% 10% 0%

Scholastic Corporation $1,160 0.9x NA NA NA (23%) NA 52% NM 0% NA

Mean 4.0x 4.4x 17.7x 16.5x (8%) 1% 55% 56% 20% 23%

Median 2.2x 3.8x 18.4x 17.3x (7%) 4% 52% 58% 21% 26%

($MM)

Trading Metrics Operating Metrics CIQ

Enterprise EV / Revenue EV / EBITDA Revenue Growth Gross Margin EBITDA Margin Revenue

Company Value (EV) CY20A CY21E CY20A CY21E 20A/19A 21E/20A CY20A CY21E CY20A CY21E

Education Technology

Workday $56,742 13.1x 11.3x NM 44.0x 19% 17% 71% 71% 26% 26%

TAL Education Group $12,088 3.0x 2.1x NM NM 27% 44% 52% 52% 6% 2%

Chegg $11,945 18.5x 15.0x NM 42.9x 57% 24% 70% 70% 31% 35%

Cornerstone OnDemand $4,435 6.0x 5.2x 17.3x 13.1x 29% 16% 71% 71% 35% 40%

Blackbaud $4,006 4.4x 4.4x 17.4x 17.6x 1% (1%) 54% 54% 25% 25%

Gaotu Techedu Inc. $2,484 2.3x 1.5x NM NM 259% 48% 71% 71% (21%) (22%)

2U $3,145 4.1x 3.3x NM NM 35% 22% 76% 76% 1% 6%

Learning Technologies Group plc $1,956 10.8x 8.0x 29.9x 24.0x 5% 35% 58% 40% 36% 33%

Stride $1,405 1.1x 0.9x 8.1x 6.0x 24% 19% 36% 36% 14% 16%

HealthStream $856 3.5x 3.4x 19.2x 19.9x (4%) 3% 61% 61% 18% 17%

Tribal Group plc $287 2.9x 2.7x 14.1x 13.3x (4%) 8% 53% 51% 20% 20%

ReadyTech Holdings Limited $182 5.6x 4.1x 13.7x 10.9x 27% 37% 15% 25% 41% 38%

Mean 6.3x 5.2x 17.1x 21.3x 40% 22% 57% 57% 19% 20%

Median 4.2x 3.8x 17.3x 17.6x 26% 20% 60% 58% 23% 23%

PUBLIC COMPANIES: TRADING MULTIPLES & OPERATING METRICS

35


“NM” signifies multiple >50x.

($MM)

Trading Metrics Operating Metrics CIQ

Enterprise EV / Revenue EV / EBITDA Revenue Growth Gross Margin EBITDA Margin Revenue

Company Value (EV) CY20A CY21E CY20A CY21E 20A/19A 21E/20A CY20A CY21E CY20A CY21E

Education Services

Bright Horizons Family Solutions Inc. $10,714 7.1x 5.9x NM 36.7x (27%) 21% 22% 22% 12% 16%

Grand Canyon Education $4,097 4.9x 4.5x 13.2x 12.0x 8% 9% 51% 51% 37% 37%

Laureate Education $3,699 3.6x 3.6x 6.6x 19.6x (15%) 0% 36% 36% 55% 18%

Adtalem Global Education Inc. $2,660 2.5x 2.3x 10.9x 10.1x 4% 6% 52% 52% 23% 23%

Strategic Education $1,842 1.8x 1.6x 6.7x 7.1x 3% 14% 43% 43% 27% 22%

Franklin Covey Co. $519 2.8x 2.3x 44.5x 18.3x (18%) 20% 72% 72% 6% 13%

Wilmington plc $304 2.1x 2.0x 11.3x 10.4x (9%) 4% 20% 20% 18% 19%

GP Strategies Corporation $284 0.6x 0.6x 9.9x 7.0x (19%) 6% 83% 45% 6% 8%

American Public Education $226 0.7x 0.6x 5.7x 4.2x 12% 27% 62% 62% 12% 13%

Mean 2.9x 2.6x 13.6x 13.9x (7%) 12% 49% 45% 22% 19%

Median 2.5x 2.3x 10.4x 10.4x (9%) 9% 51% 45% 18% 18%

PUBLIC COMPANIES: TRADING MULTIPLES & OPERATING METRICS

36


“NM” signifies multiple >50x.

I. GCA COVERAGE



IV. M&A UPDATE



VII. APPENDIX

37

PRIVEQ SOLD ILT TO TRILL IMPACT

Background» ILT was founded in Stockholm, Sweden in 1990 and offers digital educational tools for schools and preschools, with a focus on

audio and visual-assisted learning solutions for children and students with dyslexia, other cognitive needs or multi-lingual backgrounds

» As a market leader in Sweden, ILT serves the vast majority of all municipalities and schools

» During Priveq’s ownership, ILT continued its growth journey in Sweden with existing and new product offerings

» ILT has successfully expanded its business outside of Sweden through launches in Finland, Norway, France, Germany and Austria

» In total, sales have grown from SEK 76m in 2016 to SEK 142m in 2020

About the Transaction» GCA acted as financial advisor to Sweden-based Priveq and was appointed to explore exit opportunities for ILT’s shareholders

across trade and private equity buyers

» Prospective bidders were screened and progressed through an extensive process based on sector knowledge, geographical focus, and strategic fit

» Trill Impact will now acquire ILT, with the company fitting in well with their aims of accelerating value creation while contributing to the UN’s Sustainable Development Goals

» Trill Impact aims for a global leadership in Impact Private Equity through its active and proprietary impact investing and ownership approach, and they see clear value creation potential in scaling the impact ILT provides and further accelerating their product innovation

LocationSweden

DateJune 2021

Deal TypeSell-side

SectorSoftware,Ed-Tech

Sweden-based PE firm Priveq have sold leading Ed-Tech player ILT Inläsningstjänst (ILT) to Trill Impact, a PE impact investor targeting mid-sized companies in Northern Europe

38

Background» Headquartered in Telford, UK, TTC provides a range of tech-enabled driver risk management, compliance and training services for

corporate clients, including major vehicle leasing providers and fleet operators. It also delivers virtual, instructor-led national speed awareness and driver training courses on behalf of 14 police forces in the UK

» The business developed its own proprietary technology platform, TTC Continuum, which integrates data on an agnostic basis from multiple sources including telematics, connected cameras and other in-vehicle technology. This provides fleet operators with a valuable insight into risk and compliance management through real-time dashboards. It also hosts a variety of training interventions including pushed notifications, e-learning and in-person training

» Palatine initially backed the management buyout of TTC in 2017. During its investment in the company, Palatine oversaw revenue growth to more than £40m, through a major digitalisation programme and successful buy-and-build strategy, adding new service lines to its rapidly growing corporate business

About the Transaction» GCA was appointed in 2020 to run a dual-track process comprising PE and strategic acquirers (training, telematic and fleet

services groups)

» GCA oversaw full process preparation including a full suite of VDD in addition to a detailed factbook and presentation. The strategic buyer landscape demonstrated strong appetite. However, Pricoa emerged as the most attractive solution

» This delivered a full exit for Palatine at an attractive fund return

LocationUK

DateMay 2021

Deal TypeM&A

SectorBusiness Services

“The TTC team have done an outstanding job growing the business organically and by acquisition over the last four years. Much more than this though, they have worked with us to create a more resilient, digitally-focused and customer centric organisation. I would like to extend thanks to GCA on behalf of the shareholders for guiding and supporting us through the transaction.” Richard Thomas, Senior Investment Director and Head of Palatine in the Midlands

GCA ADVISES TTC GROUP ON THEIR SALE TO PRICOA PRIVATE CAPITALThe UK’s leading driver risk management and road safety training provider

39

https://info.gcaaltium.com/acton/ct/33470/s-015e-2105/Bct/q-00b7/l-00b1:11c18/ct2_0/1/lu?sid=TV2%3ArDtmKhX8W

Background» Established in 2012, Attensi has delivered gamified simulation training through its SaaS platform in more than 100 countries in 20

languages

» Attensi’s solutions are used to simulate human interactions and work processes, including interpersonal ‘soft skills’, leadership training, use of IT systems and any form of staff certification

» Whether on mobile, desktop or VR, Attensi’s gamified simulation approach enables organisations to upskill their people effectively, consistently and at scale, with all the data required to track impact on KPIs

» Attensi’s clients are corporate companies in healthcare, pharmaceutical, financial services, professional services, retail, hospitality, manufacturing, shipping, offshore and transport, as well as public and third sectors

» The company is headquartered in Oslo, Norway, with offices in London, UK, and Palo Alto, USA and its total revenue annual run-rate at the time of the transaction was USD 12m

About the Transaction» GCA acted as financial advisor to Attensi, the leading Norwegian software provider of gamified corporate learning, who have

raised USD 37m from New York-based Lugard Road Capital (an affiliate of Luxor Capital), DX Ventures and existing shareholder Viking Venture

» GCA supported Attensi on the upfront preparation of the transaction and orchestrated the initial outreach to a list of >60 potential investors

» The investment follows several years of rapid growth for the company, during which Attensi recorded a 63% CAGR in annual recurring revenue and executed projects for a wide range of international blue-chip customers

» The new funding will be used by Attensi to extend its presence in North America and Europe and to expand upon its leading product suite and technology platform in gamified simulations

LocationNorway / USA

DateApril 2021

Deal TypeCapital Raise

SectorESG, EdTech, SaaS

“GCA was a great partner for Attensi throughout the process. From the kickoff to the closing of the transaction, not only did they

support us in delivering high quality marketing material and crafting an attractive equity story, but they also consistently went the

extra mile to secure the best possible outcomes for our shareholders. Their fully professional and independent advice allowed us to secure a transaction which will be a cornerstone for Attensi’s future development. We look forward to continuing our work with GCA

and exploring new strategic opportunities in the next phase of the growth journey of Attensi.”

Trond Aas, Co-Founder & Co-CEO - Attensi

ATTENSI RECEIVES USD 37M IN INVESTMENTGCA acted as financial advisor to Attensi, the leading software provider of gamified corporate learning

40

SOFATUTOR RECEIVES INVESTMENT FROM EMERAM & GIMV

Background» sofatutor is the leading tech-enabled K-12 online learning platform in Europe with “Pixar-quality” digitally animated content

» A first-mover in building its own category by aiming to digitise the massive private tutoring market, sofatutor was founded in 2008 and is based in Berlin and has a loyal base of more than 130 employees

» The business’ diverse offering includes more than 11,000 videos, interactive exercises and worksheets, covering 14 key schoolsubjects

» Currently, sofatutor has more than 1 million users and 25% of teachers across Germany use its services

About the Transaction» Since its foundation, sofatutor had received backing from numerous VC funds and business angels who recognised the business’

potential early on

» Several of these shareholders were reaching the end of their funds’ lifetime and were eager to capitalize on their promising investment

» GCA was mandated as exclusive financial advisor to the shareholders of sofatutor to orchestrate a broad auction process and maximise value for the selling shareholders, as well as find the ideal partner for the founding management team who were looking forward to continuing the company’s next phase of hypergrowth

» GCA supported sofatutor on all aspects of the transaction, including the preparation of all marketing materials, orchestrating a broad auction with many highly motivated bidders and strong process momentum as well as preparing and executing a swift due diligence phase and assisting shareholders through final negotiations on the road to signing

» EMERAM, leading a consortium of co-investors, emerged as the most eager bidder, strongly convinced of sofatutor’s pole position as the leading European K-12 online learning platform and recognising its highly scalable growth potential both in the German B2B sector and internationally too

LocationGermany

DateMarch 2021

Deal TypeSell-side

SectorTech-enabled Services, Media

“GCA provided us with invaluable support and managed a dynamic process which, in combination with their deep sector knowledge

and investor access, enabled us to find the best partners for sofatutor’s next growth phase.”

Stephan Bayer, Founder & CEO - sofatutor

GCA advised sofatutor on a majority investment from EMERAM Capital Partners and an investor consortium including Gimv

41

Background» SchoolCloud is a UK provider of a suite of award-winning SaaS products, including Parents’ Evening scheduling, video

appointments, online bookings for school clubs, trips and online room & resource bookings.

» Their products are used in 6,500 schools in the UK and around 400 in the US (under ‘Meet the Teacher’ branding) with parents being able to book appointments themselves through an algorithm that automatically finds the most efficient time slot for them to meet with teachers.

» The business had experienced exponential growth during 2020, driven by the successful release of a video appointments add-on to its existing Parents’ Evening scheduling software, with many primary and secondary schools seeing this as a way to more effectively manage parents’ evenings going forward.

About the Transaction» GCA was appointed in December 2020 because of our extensive knowledge of the EdTech sector and access to global strategic

acquirers.

» Given shareholders’ eagerness to complete a transaction ahead of any potential changes to Capital Gains Tax in the UK in March 2021, GCA ran a focused, trade-only sale process.

» TES Global are pursuing an ongoing strategy, backed by Providence Equity, of acquiring school SaaS software products & capabilities that can be cross-sold into their existing customer base of schools and teachers (mainly located throughout the UK,Middle East and Australia).

LocationUK

DateFebruary 2021

Deal TypeM&A

SectorSoftware / EdTech

The UK’s most popular online parents’ evening software acquired by TES Global

SCHOOLCLOUD SOLD TO TES GLOBAL

42

EUPHEUS LEARNING RECEIVES INVESTMENT FROM AL RAYAN

Background» Eupheus Learning was established in New Delhi, India in 2017 with the goal of helping schools impart 21st century skills to

students

» Eupheus’ solutions range from providing core curriculum subjects like Math, English and others to supplemental learning solutions including language proficiency, learning assessment, new skill development etc.

» Eupheus launched Learn2Code, a gamified solution for learning coding online, and eSchool, a learning management platform for schools, in 2020 and has achieved great traction from students and schools alike

» Eupheus serves over 4MM+ students across 5,000+ schools, making it the largest education distribution platform in India

» Given Eupheus’ strong relationship with schools, globally renowned education experts like TOEFL, International Olympiad, Worldbook etc. have partnered with it to improve learning outcomes for students

» Within 4 years of operations, Eupheus has already grown to become one of the largest and profitable B2B Edtech players in India. Existing investors include Sixth Sense and Yuj Ventures

About the Transaction» Eupheus Learning engaged GCA as part of a competitive selection process to advise on its Series B fund-raise

» GCA assisted the Company in preparing marketing materials, marketing opportunity to investors, supported due diligence workstreams, and evaluated proposals

» The Company completed first close of its series B fund raise from Al Rayan Holding Company (ARHC) which will help Eupheus to expand its presence across the Middle East

» ARHC is a diversified conglomerate headquartered in Middle East with a large network of schools having a capacity of over 14,000students

» Alongside the fund-raise, GCA is also advising the Company on the buyside for an M&A opportunity

LocationIndia

Date February 2021

Deal TypeSell-side

SectorEdTech

Advisor to Ludovico Martelli

December 2019

April 2010

received investment from

Advisor to Eupheus Learning

43

SPARTA GLOBAL SOLD TO INFLEXION EQUITY PARTNERS

Background» Sparta Global is an innovative technology and training services provider utilising an Attract-Train-Deploy model

» Sparta Global attracts & trains graduates in a range of technology skills and then deploys “Spartans” in relevant roles with itsclients in high demand technology areas such as data engineering, software engineering, DevOps and business analysis

» Sparta Global’s graduates come from a diverse range of backgrounds before being trained in one of the firm’s programmes, plugging the skills gap between university education and technology professionals. By ensuring its intake is diverse, Sparta Global helps its clients achieve their own diversity and inclusion objectives

» Sparta Global has a strong client base of UK corporates and public sector clients, including BUPA, Channel 4, Deloitte, Royal Bank of Scotland and The Home Office

About the Transaction» GCA was appointed in late 2019 to prepare Sparta Global for a sales process targeting both trade buyers and PE investors

» At the early stage of buyer outreach in March, the process was put on hold due to the COVID pandemic

» Inflexion drove increasing dialogue over Summer 2020 and, in August 2020, Inflexion pre-empted the sales process with an Indicative Offer valuing Sparta Global at c.13.0x forecast EBITDA

» The shareholders were keen to progress the pre-emptive offer, which completed within 7 weeks of the Indicative Offer

» Key Capital Partners, who invested in 2017, exited their investment

» The management team have reinvested and will remain with the business

» GCA leveraged its knowledge of the technology & training sectors, UK private equity market and long-term relationship with Inflexion to deliver a transaction at a premium valuation in the short timescale

LocationUnited Kingdom

DateOctober 2020

Deal TypeSell-side

SectorTechnology, Training & Education, ESG

Sparta Global: a leading UK provider of specialist technology and training services

44

Background» Interactive Services’ mission is to pursue principled performance. Since 1993, Interactive Services has been at the forefront of

delivering ethics and compliance e-learning solutions

» As a recognized market and thought leader delivering compliance training and custom training solutions across education, technology, advisory services, and analytics to further enable companies to navigate the complex legal, compliance, regulatory, and operating environments across the globe.

» Alongside a rapidly growing E&C content library, Interactive Services also offers creative custom online and person-to-person learning design, delivering over 300 unique projects to clients in 40+ countries, reaching 3+ million learners, every year.

» Interactive Services’ unique product offering and presence as a leader in the ethics and compliance space generated significant interest from several parties

About the Transaction» Interactive Services engaged GCA as part of a competitive selection process to advise on exit strategy, timing and execution

» GCA assisted the Company in preparing marketing materials and analysis for the sale, supported due diligence workstreams, andevaluated potential transaction proposals

» Interactive Services received multiple proposals and GCA subsequently managed a focused due diligence processes for selected parties that maintained competitive tension and drove a highly attractive outcome for Interactive Services

» LRN, backed by Leeds Equity Partners, is a leading provider of ethics and compliance software and content

LocationIreland

Date September 2020

Deal TypeSell-side

SectorSoftware/EdTech

45

INTERACTIVE SERVICES SOLD TO LRNCombining two leaders in the ethics and compliance e-learning sector

GCA Advisors, LLC is the US entity of GCA, a global investment bank that provides strategic M&A and capital markets advisory services to growth companies and market leaders. The firm offers worldwide coverage with over 500 professionals in 24 locations across America, Asia and Europe. Built by the people that run the business, GCA is a firm of experts who focus on deals that require commitment, original perspective, skill and exceptional networks.

www.gcaglobal.com

This report was prepared by GCA Advisors, LLC, a registered broker-dealer and member of FINRA and SIPC. Sources of data include Capital IQ and other news organizations. Information obtained from third-party sources is considered reliable, but we do not guarantee that the information herein is accurate and complete. The report shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities mentioned herein; past performance does not guarantee future results. Recipients of this report should not interpret the information herein as sufficient grounds for an investment decision or any other decision.

DISCLAIMER: This report includes logos or other words or devices that may be registered trademarks of their respective owners. Such use is solely for purposes of convenience in referring to the trademark owners and their products/services. This report and its contents are not endorsed by, sponsored by or affiliated with any trademark owners. GCA Advisors, LLC and its affiliates are not affiliated with any trademark owner but may provide financial services to one or more trademark owners or their affiliates. For more information regarding any transactions, please contact us.

Documents

SECTOR COVERAGE REPORT: Education Technology