Partnered with majority shareholder Abénex since 2018, Eureka Education has today issued a statement on its ongoing growth strategy alongside Naxicap Partners, an affiliate of Natixis Investment Managers*.
On completion of the deal, Abénex and the Finoli Group will transfer their interest to Naxicap Partners, which will hold a majority of the group’s capital alongside managers, who are reinvesting in the deal.

Eureka Education is now a major player in private professional and higher education through its three education verticals: Silvya Terrade (beauty, cosmetics, fragrances, and hairdressing); Euridis Business School (complex B2B sales and negotiations); and SupTertiaire (real estate and social housing). Drawing on the skills of more than 1,000 teachers, the group hosts nearly 10,000 students each year for training programmes from high-school to BAC+5 on more than 50 campuses in France and Switzerland. The training courses are fully recognised by the state and professional branches and are based on Education Nationale diplomas (BAC, BTS, etc.) as well as RNCP and CQP qualifications from levels 1 to 5 (V to I in the French nomenclature).

Since its acquisition by Abénex in April 2018, the group has implemented an ambitious buy-and-build strategy with the completion of nearly 20 external growth deals, allowing for the strengthening of Silvya Terrade’s historic leadership and the addition of two new high-growth divisions (Euridis Business School and SupTertiaire).

The Group aims to pursue its organic and external growth strategy in France and in Europe by expanding its existing network of schools, acquiring schools in new education verticals, and increasing investments in the digitisation of content and teaching methods.
Bernard de Sagazan, head of Eureka Education, says, ‘We are very pleased to welcome Naxicap Partners with which we share an ambitious vision of the group’s development. This will allow us to continue to develop our training catalogue according to market needs and better understand the many recent developments in our sector such as the rise in apprenticeship and the arrival of CPF in its new form’.
Antoine Houël, a partner at Abénex, adds, ‘We are proud to have supported Eureka Education Group management during this impressive expansion phase. Eureka is now a major player in education in France, operating three renowned schools, recognised both for the quality of their teaching and their ability to facilitate students’ entry into ambitious career paths. We wish the new shareholders and management every success in continuing this way’.

‘Naxicap Partners is pleased to announce the acquisition of a majority stake in Eureka Education Group alongside Bernard de Sagazan and his teams. The group’s expertise and unique position as well as the quality of its management team make this a rare investment opportunity in the sector’, said Eric Aveillan, Chairman of the Executive Board at Naxicap Partners.

Contacts:
Eureka Education: Bernard de Sagazan
Legal – Corporate: Hugot Avocats (Olivier Hugot, Farrah Ducher)
Legal – Management: Jeausserand Audouard (Erwan Bordet, Eléonore Gaulier)
Financial Adviser – managers: Oloryn Partners (Eric Lesieur, Cyrille Leclerc)
Financial VDD: KPMG (Damien Moron, Sophie Dervain, Charles-Boris Pavard)
Finoli Group: Grégory Declercq, Pierre Juhen
Legal – M&A: Jeausserand Audouard (Erwan Bordet, Eléonore Gaulier)
M&A Adviser: Rothschild & Co. (Pierre Sader, Augustin Delouvrier)
Abénex: Antoine Houël, Karim Hoebanx
Legal – M&A: McDermott, Will & Emery (Grégoire Andrieux, Louis Leroy, Lucas Tabouret)
M&A Adviser: Rothschild & Co. (Pierre Sader, Augustin Delouvrier)
Naxicap Partners: Eric Aveillan, Laurent Sallé, Aurélien Dorkel, Simon Ricque, Agathe Baujard, Mouncef Daifallah, Corentin Desbois
Legal – M&A and Corporate: Edge Avocats (Matthieu Lochardet, Claire Baufine-Ducrocq)
Legal – Tax: Keels Avocats (Laurent Partouche, Hélène Leclère, Adélie Louvigné)
Legal – Financial: Mayer Brown (Patrick Teboul, Marion Minard, Julien Leris)
M&A Adviser: Clearwater (Thomas Hamelin – Edmond de Rothschild Corporate Finance since 01/09/2020, Sophie Lerond), Lazard (Charles Andrez)
Financial Adviser: Clearwater (Laurence de Rosamel, Paul Assael)
Financial Due Diligence: Exelmans (Stéphane Dahan, Manuel Manas, Rodolphe Savary De Beauregard)
Legal, Tax and Social Due Diligence: Edge Avocats (Matthieu Lochardet, Claire Baufine-Ducrocq)
Strategic Due Diligence: Indefi (Julien Berger, Mehdi Belefqih, Adam Laissaoui)
Financing: Barings (Alice Foucault, Benjamin Gillet, Rana Misirlizade)
Barings Legal: Nabarro & Hinge (Jonathan Nabarro)

About Eureka Education
Eureka Education is the leading institution in the field of professional education in France and Switzerland. Every year, the Group provides over 10.000 students with a large array of courses ranging from French BAC (A-Level) to Master’s degrees across a proprietary network of 50 campuses and employed more than 1.000 teachers and administrative staff.
Building on strong and diversified fundamentals, as well as strenghtened financial capabilities, Eureka Education ambitions to further enhance its position as leading consolidation platform for high-employement professional schools in France and in Europe.
www.eureka-education.fr

About Naxicap Partners
As one of the top private equity firms in France, Naxicap Partners – an affiliate of Natixis Investment Managers* – has €3.5 billion in assets under management. As a committed, responsible investor, Naxicap Partners builds solid, constructive partnerships with entrepreneurs so that their projects can succeed. The firm has 39 investment professionals spread across five offices in Paris, Lyon, Toulouse, Nantes and Frankfurt.
For more information, visit www.naxicap.fr/en

About Natixis Investment Managers*
Natixis Investment Managers serves financial professionals with more insightful ways to construct portfolios. Powered by the expertise of more than 20 specialized investment managers globally, we apply Active Thinking® to deliver proactive solutions that help clients pursue better outcomes in all markets. Natixis Investment Managers ranks among the world’s largest asset management firms1 with more than $1 trillion assets under management2 (€906.0 billion).
eadquartered in Paris and Boston, Natixis Investment Managers is a subsidiary of Natixis. Listed on the Paris Stock Exchange, Natixis is a subsidiary of BPCE, the second-largest banking group in France. Natixis Investment Managers’ affiliated investment management firms include AEW; Alliance Entreprendre; AlphaSimplex Group; DNCA Investments;3 Dorval Asset Management; Flexstone Partners; Gateway Investment Advisers; H2O Asset Management; Harris Associates; Investors Mutual Limited; Loomis, Sayles & Company; Mirova; MV Credit; Naxicap Partners; Ossiam; Ostrum Asset Management; Seeyond; Seventure Partners; Thematics Asset Management; Vauban Infrastructure Partners; Vaughan Nelson Investment Management; Vega Investment Managers;4 and WCM Investment Management. Additionally, investment solutions are offered through Natixis Investment Managers Solutions, and Natixis Advisors offers
other investment services through its AIA and MPA division. Not all offerings available in all jurisdictions. For additional information, please visit Natixis Investment Managers’ website at im.natixis.com
| LinkedIn: linkedin.com/company/natixis-investment-managers.
Natixis Investment Managers’ distribution and service groups include Natixis Distribution, L.P., a limited purpose broker-dealer and the distributor of various U.S. registered investment companies for which advisory services are provided by affiliated firms of Natixis Investment Managers, Natixis Investment Managers S.A. (Luxembourg), Natixis Investment Managers International (France), and their affiliated distribution and service entities in Europe and Asia.
1 Cerulli Quantitative Update: Global Markets 2020 ranked Natixis Investment Managers as the 17th largest asset manager in the world based on assets under management as of December 31, 2019.
2 Assets under management (“AUM”) as of June 30, 2020 is $1,017.7 billion. AUM, as reported, may include notional assets, assets serviced, gross assets, assets of minority-owned affiliated entities and other types of non-regulatory AUM managed or serviced by firms affiliated with Natixis Investment Managers.
3 A brand of DNCA Finance.
4 A wholly-owned subsidiary of Natixis Wealth Management.

About Abénex
Founded in 1992, Abénex is a historical player in French private equity market, specialized in growth and buyout transactions both as a minority and majority shareholder. Independent for more than 10 years, Abénex operates in three segments of private equity: Smallcaps, Midcaps and Real-estate.
In Small and Midcap segments, Abénex is a long-term investor partnering with entrepreneurs and founding families, and operationally-involved in growth and operational optimization projects. Abénex is committed to the Management team’s success, providing them with a fully dedicated operational team to support their projects of transformation and external growth strategy. Abénex invests in SMEs valued up to €50m in Smallcaps and between €50m and €500m in Midcaps.
The team is composed of 30 professionals with demonstrated and renowned expertise, located in Paris and Lyon.
Abénex is approved by the AMF (Autorité des Marchés Financiers) to manage FPCI (Fonds Professionnels de Capital Investissement) and OPCI (Organismes de Placement Collectif Immobilier) funds.
www.abenex.com

About Groupe Finoli
Groupe Finoli is a French industrial conglomerate founded in 2008 by MM Pierre Juhen and Grégory Declercq, with a strong track record of supporting long-term development projects and values. Groupe Finoli currently operates in the fields of healthcare, beauty and wellness, through its main subsidiaries PATYKA, the leading French organic skincare brand, and NUTRIMUSCLE, European leader in the field of food supplements dedicated to high-intensity ahtletes.

Press contacts

Naxicap Partners
Valérie Sammut – Tel: 04 72 10 87 99
valerie.sammut@naxicap.fr
Abenex
Antoine Houël – Tel : 01 53 93 69 18
antoine.houel@abenex.com

Jun 10, 2020

Montagu announces that it has agreed to participate in the buyout of Galileo Global Education (“Galileo”) within a consortium of financial investors.

Galileo is a leading, international provider of higher education to over 110,000 enrolled students.  Its network of 42 schools on 80 campuses offer a number of subjects including applied arts, fashion, design and digital/Internet, business and medicine.  It operates in 13 countries around the world, with a particular presence in France, Italy, Germany, Cyprus and Mexico.

Founded in 2011 and headquartered in Paris, Galileo is Europe’s largest higher education group, in terms of both geographical spread and breadth of course offering.  Its network includes highly respected institutions including the Paris School of Business (PSB), Cours Florent and Atelier de Sèvres in France, Instituto de Estudios Universitarios in Mexico, Macromedia University in Germany and Istituto Marangoni in Italy.

Montagu is delighted to work with Marc-François and his very capable team who are committed to making Galileo the leading global provider of higher education.  Galileo’s market-leading position and its great reputation in higher education makes it an excellent fit for our investment strategy.

Marc-François Mignot Mahon, CEO of Galileo Global Education, said “Galileo is proud to welcome Montagu, which join forces with other major institutional investors to support us in becoming the world leader in higher education and continue our mission at the service of society: to educate and train.”

This is our second transaction in the education sector in recent years.  Montagu had previously invested in the University of Law – the leading provider of professional legal education and training in England and Wales – which was sold to Global University Systems in 2015.

EQT Credit, through its Direct Lending investment strategy, is pleased to announce that it has provided incremental committed credit facilities to support the continued growth of Dukes Education Group (“Dukes” or the “Company”).

Founded in 2015 by Aatif Hassan, Dukes is a leading UK-based provider of private premium nurseries, K-12 schools, colleges and summer schools, as well as university consultancy services.

Andrew Cleland-Bogle, Partner at EQT Partners and Investment Advisor to EQT Credit, commented: “Dukes comprises a portfolio of schools with outstanding quality and strong academic results. We have been impressed by the high calibre of Aatif and his management team, as well as the track record of growth achieved during our continued partnership. This transaction marks one of several made by the Credit platform in the education sector and is another example of the platform’s ongoing ability to provide long-term support to founder-led companies as they expand.”

Aatif Hassan, Founder and Chairman of Dukes, commented: “EQT Credit’s support has been unwavering. We are pleased to have them as a committed long-term partner as we continue to grow our family of best in class schools and educators.”

Contact
Andrew Cleland-Bogle, Partner at EQT Partners, +44 20 7430 5510
EQT Press Office, +46 8 506 55 334, press@eqtpartners.com

About EQT
EQT is a differentiated global investment organization with more than EUR 62 billion in raised capital and around EUR 41 billion in assets under management across 19 active funds. EQT funds have portfolio companies in Europe, Asia and the US with total sales of more than EUR 21 billion and approximately 127,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com

About EQT Credit
EQT Credit invests through three complementary strategies: Senior Debt, Direct Lending, and Special Situations. Since inception, EQT Credit has raised over EUR 7 billion of capital and invested in over 160 companies. EQT Credit’s Direct Lending strategy seeks to provide flexible, long-term debt solutions to support European businesses, across a wide range of sectors. These businesses include privately-owned companies seeking growth capital as well as those that are the subject of private equity-led acquisitions or refinancings.

More info: www.eqtgroup.com/business-segments/credit/strategies/

Investment to support continued growth of a leader in early childhood education

Scottsdale, AZ and New York, NY, February 12, 2020: Funds advised by Apax Partners (the “Apax Funds”) today announced they have reached an agreement to acquire Cadence Education, a leading provider of early childhood education in North America, from investment funds managed by Morgan Stanley Capital Partners (“MSCP”). The transaction is expected to complete in March 2020. Financial terms of the transaction were not disclosed.

Cadence Education serves families and students in more than 225 private preschools through a network of over 40 brands, including the company’s flagship Cadence Academy brand. The company’s schools serve children aged six weeks to 12 years. With more than 27 years in business, Cadence Education schools offer a proprietary curriculum developed by experts to give students the skills and confidence necessary to excel in their next phase of education.

The investment from the Apax Funds will support Cadence Education to continue its impressive growth trajectory, including strategic acquisitions and the expansion of core operational capabilities.

Dave Goldberg, President and Chief Executive Officer of Cadence Education, said: “We are very excited about our new partnership with Apax, which will help drive our continued growth and bring our mission of providing an exceptional education in a fun and nurturing environment to even more children. MSCP has been a great partner to the business, and we thank them for their support.”

Nick Hartman, Partner at Apax Partners, said: “We look forward to working with Dave and the Cadence Education team to continue to execute the strategy that has established the company as a leader in the early childhood education space. Cadence Education’s focus on children and parents delivers industry-leading customer satisfaction which, in combination with a highly-skilled team, positions the company for continued growth.”

David Thompson, Executive Director of MSCP, said: “We are proud to have partnered with Cadence Education to strengthen its educational offering and deepen its position as a leading provider of early childhood education in the US. Cadence Education is deeply committed to its mission of providing high quality education and care to families, and we have appreciated the opportunity to work with Dave Goldberg and the entire Cadence team during this exciting growth period.”

Debevoise & Plimpton LLP served as legal advisor, and William Blair and Lazard Middle Market served as financial advisors to MSCP. Simpson Thacher & Bartlett LLP served as legal advisor to Apax Partners.

About Cadence Education

Cadence Education is one of the premier early childhood educators in the United States, operating more than 225 private preschools across the country. With more than 27 years in business, Cadence has developed an unparalleled expertise in preparing students to thrive in the next step of their childhood. Cadence Education provides parents with peace of mind by giving children an exceptional education every fun-filled day in a place as nurturing as home. For additional information about Cadence, please visit www.cadence-education.com.

About Apax Partners

Apax Partners is a leading global private equity advisory firm. Over its more than 40-year history, Apax Partners has raised and advised funds with aggregate commitments of c.$50 billion. The Apax Funds invest in companies across four global sectors of Tech & Telco, Services, Healthcare, and Consumer. These funds provide long-term equity financing to build and strengthen world-class companies. For more information see: www.apax.com.

About Morgan Stanley Capital Partners

Morgan Stanley Capital Partners, part of Morgan Stanley Investment Management, is a leading middle-market private equity platform that has invested capital in a broad spectrum of industries for over three decades. Morgan Stanley Capital Partners focuses on privately negotiated equity and equity-related investments primarily in North America and seeks to create value in portfolio companies primarily in a series of subsectors in the business services, consumer, healthcare, industrials, and education markets with an emphasis on driving significant organic and acquisition growth through an operationally focused approach. For further information about Morgan Stanley Capital Partners, please visit: www.morganstanley.com/im/capitalpartners.

Media Contacts

For Apax Partners

Global Media: Andrew Kenny, Apax | +44 20 7 872 6371 | andrew.kenny@apax.com

USA Media: Todd Fogarty, Kekst CNC | +1 212-521-4854 | apax@kekstcnc.com

UK Media: Matthew Goodman / James Madsen, Greenbrook | +44 20 7952 2000 | apax@greenbrookpr.com

Notes to Editors 

London-headquartered Apax Partners (www.apax.com) and Paris-headquartered Apax Partners (www.apax.fr) had a shared history but are separate, independent private equity firms.

Calgary, Alberta, Canada(December 20, 2019) –Absorb Software, provider of the Absorb Learning Management System (LMS) and the newly introduced Absorb Infuse, today announced the acquisition of ePath Learning, a leading cloud-based learning technology company in Connecticut. This marks the third acquisition of the year for Absorb, as the company continues its aggressive growth strategy into 2020. “Our mission has been clear since the beginning –to establish Absorb as the global leader in LMS and deliver significant value to our customers. Acquiring ePath Learning provides a tremendous opportunity to accelerate this vision, and represents yet another exciting opportunity to expand our footprint in the fast-growing LMS industry,” said Absorb CEO Mike Owens. “This is a great strategic fit for ePath Learning.After two decades of success, the Absorb dealenables us to continue delivering on our promise to provideworld-class learning management technology to customers,” said Dudley Molina, President and CEO of ePath Learning.The ePath Learning acquisition follows the August 2019 purchase of eLogic Learning. Absorb also purchased Utah-based SaaS LMS provider Torch LMSlast May. The company now serves more than 1,100 active customers with 255 employees across eight international offices.Business momentum has been validated by a series of recent industry accolades and award wins. Absorb was listed on Training Industry’s 2019 Top 20 Learning Portal/LMS Companies. In addition, the company received the highest overall rating in Gartner Peer Insights’“Voice of the Customer”: Corporate Learning Reportthis fall. Most recently, Absorb won a highly-coveted Brandon Hall Group Silver Award for Best Advance in Learning Management Technology, and was recognized with a prestigious Editors’ Choice Award byPCMag. Absorb is a portfolio company of Silversmith Capital Partners. Choate Hall & Stewart served as legal counsel to Absorb Software.

About Absorb Software

Absorb Software is a learning technology company based in Calgary, Alberta Canada, with global offices in London, Dublin, Shanghai, Sydney, Boston, Tampa and Salt Lake City. Absorb offers both Absorb Infuse, the first Learning Experience Platform (LXP) to offer a true in-the-flow learning experience, and its flagship product, Absorb LMS, an industry-leading and award-winning Learning Management System for businesses, higher education, government and non-profit agencies around the world.

Learn more at www.absorblms.com, or follow the company on LinkedIn, Facebook, or Twitter.About Silversmith Capital PartnersFounded in 2015, Silversmith Capital Partners is a Boston-based growth equity firm with $1.1 billion of capital under management. Silversmith’s mission is to partner with and support the best entrepreneurs in growing, profitable technology and healthcare companies. The firm seeks to invest $15 million to $75 million per company. Representative investments include ActiveCampaign, Centauri Health Solutions,

Digital Map Products, Impact, LifeStance Health, MediQuant, Nordic Consulting Partners, and Validity. The partners have over six decadesof collective investing experience and have served on the boards of numerous successful growth companies including Ability Network, Dealer.com, Liazon, Liberty Dialysis, MedHOK, Net Health, Passport Health, SurveyMonkey, Wrike and Yapstone. For more information, visit www.silversmithcapital.com.

Instructure Stockholders to Receive $47.60 Per Share in Cash; Partnership will Accelerate Innovation and Investment in Long-Term Strategy

SALT LAKE CITY – Dec. 4, 2019 – Instructure (NYSE: INST) today announced that it has agreed to be acquired by Thoma Bravo, LLC, a leading private equity investment firm, in an all-cash transaction that values Instructure at an aggregate equity value of approximately $2 billion. As part of the terms of the agreement, Instructure stockholders will receive $47.60 in cash per share. The price per share represents an 18% premium to the Company’s 3-month volume-weighted average price as of October 27, 2019, the day prior to the Company’s third quarter earnings call at which it announced a strategic review for its Bridge business.

“After a thorough review of strategic alternatives, the Instructure Board of Directors is pleased to reach this agreement,” said Josh Coates, Executive Chairman of the Board at Instructure.

The Instructure management team, led by CEO Dan Goldsmith, will continue to lead the Company in their current roles. Thoma Bravo will support Instructure as it increases investment in education technology innovation and expands internationally.

“Instructure believes the opportunity to become a private Company will provide additional flexibility and position us to invest more strategically to drive innovation for our customers,” said Goldsmith. “We look forward to working closely with all parties to complete this transaction and enter into our next chapter of growth and industry leadership.”

“Instructure’s Canvas product is the gold standard for learning management systems in the global education market,” said Holden Spaht, a Managing Partner at Thoma Bravo. “We are excited to partner with Dan and the senior management team to support continued investment and innovation in the Company’s market leading products and world class customer support.”

Brian Jaffee, a Principal at Thoma Bravo added, “We’ve followed the impressive Instructure growth story for many years and believe Canvas is a highly unique vertical market SaaS leader with exciting scale and future growth potential. We look forward to building on the strong momentum in the business and accelerating growth and product investment both organically and through M&A.”

The members of Instructure’s Board of Directors have unanimously approved the transaction and recommended that its stockholders approve the merger. A special meeting of Instructure’s stockholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) and subsequent mailing to its stockholders. Instructure’s headquarters will remain in Salt Lake City, Utah, with regional offices across the United States and abroad. Closing of the transaction is subject to approval by Instructure stockholders and certain regulatory and antitrust authorities and the satisfaction of customary closing conditions. The transaction is expected to close in the first quarter of 2020 and is not subject to a financing condition. Upon completion of the acquisition, Instructure will become wholly-owned by Thoma Bravo.

The agreement includes a 35-day “go-shop” period expiring on January 8, 2020, which permits Instructure’s Board of directors and advisors to solicit alternative acquisition proposals from third parties. Instructure will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and Instructure does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or is otherwise required.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Instructure and Cooley LLP is serving as its legal advisor. Kirkland & Ellis is serving as legal advisor to Thoma Bravo.

Additional Information and Where to Find It
The Company intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to its stockholders a proxy statement on Schedule 14A, as well as other relevant documents concerning the proposed transaction.  The proxy statement will contain important information about the proposed Merger and related matters.  Investors and security holders of the Company are urged to carefully read the entire proxy statement when it becomes available because it will contain important information about the proposed transactions. A definitive proxy statement will be sent to the stockholders of the Company seeking any required stockholder approvals.

Investors and security holders of the Company will be able to obtain a free copy of the proxy statement, as well as other relevant filings containing information about the Company and the proposed transaction, including materials that will be incorporated by reference into the proxy statement, without charge, at the SEC’s website (http://www.sec.gov) or from the Company by contacting the Company’s Investor Relations at (866) 574-3127, by email at Investors@instructure.com, or by going to the Company’s Investor Relations page on its website at https://ir.instructure.com/overview/default.aspx and clicking on the link titled “SEC Filings.”

Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger.  Information regarding the interests of the Company’s directors and executive officers and their ownership of Company common stock is set forth in the Company’s annual report on Form 10-K filed with the SEC on February 20, 2019 and the Company’s proxy statement on Schedule 14A filed with the SEC on April 8, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed Merger, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the proposed Merger.  Free copies of these documents may be obtained, without charge, from the SEC or the Company as described in the preceding paragraph.

Notice Regarding Forward-Looking Statements
This communication contains forward-looking information related to the Company and the acquisition of the Company.  Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, the Company’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of the Company, and the anticipated timing of closing of the proposed transaction.  Risks and uncertainties include, among other things, risks related to the ability of the Company to consummate the proposed transaction on a timely basis or at all, including due to complexities resulting from the adoption of new accounting pronouncements and associated system implementations; the satisfaction of the conditions precedent to consummation of the proposed transaction; the Company’s ability to secure regulatory approvals on the terms expected in a timely manner or at all; disruption from the transaction making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Company’s common stock or on the Company’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes, sales cycle time and increased competition; customer demand for the Company’s products; new application introductions and the Company’s ability to develop and deliver innovative applications and features; the Company’s ability to provide high-quality service and support offerings; the Company’s ability to build and expand its sales efforts; regulatory requirements or developments; changes in capital resource requirements; and other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; and future business combinations or disposals.

Further information on these and other risk and uncertainties relating to the Company can be found in its reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the SEC from time to time and available at www.sec.gov.  These documents are available under the SEC filings heading of the Investors section of the Company’s website at https://ir.instructure.com/overview/default.aspx.

The forward-looking statements included in this communication are made only as of the date hereof.  The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

ABOUT INSTRUCTURE
Instructure helps people grow from the first day of school to the last day of work. More than 30 million people use the Canvas Learning Management Platform for schools and the Bridge Employee Development Platform for businesses. More information at www.instructure.com.

ABOUT THOMA BRAVO, LLC
Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. With a series of funds representing more than $35 billion in capital commitments, Thoma Bravo partners with a Company’s management team to implement operating best practices, invest in growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings, with the goal of increasing the value of the business. Representative past and present portfolio companies include industry leaders such as ABC Financial, Blue Coat Systems, Deltek, Digital Insight, Frontline Education, Global Healthcare Exchange, Hyland Software, Imprivata, iPipeline, PowerPlan, Qlik, Riverbed, SailPoint, SolarWinds, SonicWall, Sparta Systems, TravelClick and Veracode. The firm has offices in San Francisco and Chicago.