Berkery, Noyes

1
Berkery, Noyes Co. Overview

• Introduction
• Strong roots in the education, information, and
  software application marketplace
• Staff of 35 dedicated exclusively to the
  information industry
• Successfully closed 27 transactions in last 18
  months
• Over 400 completed transactions since inception
• Strong track record of closing deals
• Advise leading information companies in strategic
  acquisitions, divestitures, mergers and
  restructurings
• Skilled in advising privately-held information
  providers, creating maximum value
• Deal sizes range from 20 MM to 500 MM, with an
  average deal size of approximately 50 MM
• Experience
• Closed several large education deals in 2005/2006
• Deep knowledge and expertise in the education
  industry

Touchstone Applied Science Associates, Inc.
acquired
has acquired
has been acquired by
2
Selling Your Education Business to Private Equity

• Shareholders sale of entire business or a
  majority interest in the business to Private
  Equity for cash (funded through a prudent
  combination of equity and debt).

Advantages
Disadvantages

• Potential for higher value to shareholders if
  some equity remains in the business
• Potential equity ownership position for key
  management
• Ability to continue to manage the business fairly
  autonomously
• Leverage relationships to gain access to
  potential new channels
• Ability to attract additional management and
  sales talent

• Give up partial or majority control
• Financial Sponsor will use reasonable leverage
  (i.e. debt) to acquire the business
• Will Private Equitys ability to compete
  aggressively on price be restricted by lending
  situation?

Opportunities
Potential Issues

• Significant appreciation in the value of their
  retained equity and a second opportunity to
  monetize ownership stake for shareholders
• Access to future growth capital
• Can complete a transaction with a higher degree
  of confidentiality

• Capital calls how frequently? Up to what
  amount?
• Management fees how is it decided? What is the
  ceiling?
• Leverage does this create short-term goals to
  repay debt?
• Shareholders agreement corporate governance,
  liquidity, dilution, covenants

3
Focus and Approach

• Information Industry Focus
• Education Delivery, Content, Infrastructure, and
  Services
• Professional Approach
• Maximize shareholder value via tailored strategy
  for every assignment based on current market
  knowledge
• Recommend, in most cases, our standardized and
  confidential auction process to drive efficiency,
  maintain buyer/seller interest and achieve the
  maximum price that the market will bear
• Provide superior service during all phases of the
  transaction documentation and buyer contact,
  negotiation and attention to closing details
• Maintain market knowledge through disciplined
  contacts and aggressive research
• Employ standardized process to drive efficiency
  and maintain buyer/seller interest
• Provide superior due diligence by staying current
  on tax laws, regulatory procedures, valuation,
  etc.
• Sustain a corporate culture that celebrates and
  rewards pride in service
• Skill in pro-forma financial data presentation
  for companies
• Skill in creatively presenting financial benefits
  and potential strategic fits

Biography Chris Curran is a Managing Director at
Berkery, Noyes Co. Chris, most recently the
Managing Director at Eduventures, Inc., brings a
wide range of education, management, and
consulting experience to Berkery, Noyes. Before
joining Eduventures, Chris was Vice President of
business development at I.COMM, Inc., a software
design and network integrator specializing in the
education, government and healthcare markets.
Chris holds a J.D. from Suffolk University Law
School. He also holds an M.A. in Economics from
Boston University, and earned a B.A. at St.
Lawrence University. Chris also serves on the
advisory board of EDNet, Adopt-A-Classroom and
Hosts Learning.