elearning Leader Expands Machine Learning Curation to Revolutionize How Employees are Trained

Portland, Oregon — OpenSesame, the elearning innovator providing the world’s most comprehensive online catalog of curated employee training courses, today announced it raised a $28 million growth equity round led by FTV Capital. OpenSesame will use the proceeds to continue enhancing its machine learning-driven curation tools, expand its course offerings, and scale its sales and marketing functions to serve businesses worldwide. This funding round includes participation from existing investors including Altos Ventures. As part of the transaction, FTV partner Chris Winship will join the OpenSesame board of directors.

As workforce training rapidly shifts from classroom to online delivery, OpenSesame is disrupting the standard elearning model by curating the most comprehensive catalog of over 20,000 elearning courses from hundreds of the world’s top publishers and helping companies ensure the success of their training programs. OpenSesame helps businesses around the world find courses, map them to core competencies, sync them with a company’s learning management system (LMS) to increase utilization and improve learning & development (L&D) programs.  OpenSesame has flexible buying options to meet every training need, and the technology platform is simple to integrate and use. Leveraging machine learning and expert advisors, OpenSesame helps curate the best variety of courses for evolving enterprise training requirements, driving employee engagement and increasing elearning utilization. OpenSesame serves a wide range of clients, including governments and Global 2000 companies in services, manufacturing, technology, and highly regulated industries such as financial services and health care.

“Our goal is to make elearning accessible, convenient, and meaningful to all EnerSys employees.” said Drew Krajewski, director of global training & development for EnerSys, a Fortune 1000 OpenSesame customer. “Actual customer service of this caliber is a rarity, and OpenSesame does it right. We don’t consider OpenSesame a vendor. They’re our partner.”

“Based on FTV Capital’s long and successful enterprise SaaS investment track record, we are excited to have them lead our Series C funding,” said Don Spear, CEO of OpenSesame. “This investment coupled with their extensive network of strategic advisors will help OpenSesame to continue to rapidly grow and innovate to meet the constantly evolving training needs of our customers as they prepare their employees for the future of work.”

“Enterprises spend over $30 billion annually on external learning content and programs to maintain a highly skilled, competitive workforce, as well as to comply with complex regulatory requirements,” said Chris Winship, FTV Capital partner. “OpenSesame is capitalizing on key trends that are transforming the workplace, including a more mobile workforce, evolving millennial preferences and behaviors, and the rapid adoption of enabling technologies such as cloud and collaboration. We are extremely impressed with the OpenSesame management team, the market leading solution they have built and their outstanding growth trajectory, and we are excited to join forces in this next phase of growth.”

About OpenSesame

OpenSesame helps develop the world’s most productive and admired workforces. With the most comprehensive catalog of elearning courses from the world’s top publishers, we are here to help you every step of the way, from finding courses, mapping them to your core competencies, syncing them with your LMS to increasing utilization and improving your L&D programs. Not only will you have the flexibility of multiple purchasing options from OpenSesame, you’ll find it simple to use and administer your e-learning courses. To learn more, visit www.opensesame.com.

About FTV Capital

FTV Capital is a growth equity investment firm that has raised over $2.7 billion to invest in high-growth companies offering a range of innovative solutions in three sectors: enterprise technology & services, financial services and payments & transaction processing. FTV’s experienced team leverages its domain expertise and proven track record in each of these sectors to help motivated management teams accelerate growth. FTV also provides companies with access to its Global Partner Network®, a group of the world’s leading enterprises and executives who have helped FTV portfolio companies for two decades. Founded in 1998, FTV Capital has invested in 108 portfolio companies. FTV has offices in San Francisco and New York. For more information, visit www.ftvcapital.com.

Oakley Capital (“Oakley”) is pleased to announce that it has partnered with the management teams of SG MidCo AS (“Seagull”), and Videotel Marine Asia Limited and Super Dragon Limited (collectively “Videotel”), to acquire majority stakes in the businesses from their current shareholders, Herkules Private Equity Fund IV, and KVH Industries, respectively.

Over the past 40 years, Videotel and Seagull have established themselves as the best-in-class providers of e-learning to the maritime sector globally. Every year they each provide over 10,000 ships and installations with comprehensive and up-to-date compliance, risk and safety training that ensures adherence to International Maritime Organisation requirements. In 2018, the two companies collectively generated $50 million of revenue.

The digital transformation taking place in the shipping industry, as well as the increasingly complex regulatory framework, offers a significant opportunity for e-Learning providers. The management teams of Seagull and Videotel believe that this opportunity can be grasped most effectively by working together as a combined group. With both parties able to collaborate and share knowledge and resources, the two businesses will be able to provide their respective customers with a greater level of product and services.

Apart from an enhanced investment plan, there will be no immediate operational changes in either company except that Oscar Johansen, Chairman and Founder of Seagull, will take up the role of President of the combined group. Roger Ringstad and Raal Harris will continue to lead Seagull and Videotel, respectively.

This transaction continues Oakley’s successful track record of investing in the maritime and education sectors. Oakley previously invested in Headland Media, a provider of media and entertainment services to the offshore and shipping sectors, while its current investments include North Sails, the largest sail maker in the world; Inspired, one of the leading global premium schools groups; Career Partner Group, the fast-growing private university in Germany; Schülerhilfe, Europe’s largest after-school tutoring business; and AMOS, one of the leading international business schools in France.

Peter Dubens, Managing Partner of Oakley Capital commented:

“We are delighted to be partnering with the management teams of Seagull and Videotel, two companies we have admired for many years. Both teams are exactly the type of highly-ambitious professionals we continually seek to back. We look forward to supporting them in their plans to invest in new content and technology solutions based on the wealth of internal expertise which can now be shared across the group.”

International private equity firm, Cinven, today announces that it has agreed the acquisition of INSEEC U. (‘the Group’), a leading European institution of private higher education and research. The consideration is not disclosed.

Founded in 1975 in Bordeaux, France, today INSEEC U. operates 16 schools worldwide with campuses across France, the UK, the US, China, Switzerland and Monaco, as well as online education programmes. INSEEC U. offers degrees and accreditation programmes principally in Management & Business, Engineering, Communications & Marketing and Political Science, providing courses for approx. 25,000 students annually. Over the past few years, INSEEC U. has become the first cross-disciplinary education platform in France, combining cutting-edge research, agile teaching, innovative teaching methods and CSR values, in order to provide strong and enduring employability to its students.

Having focused on the education subsector for some time, based on its attractive market dynamics, Cinven’s Business Services Sector team worked closely with its French Regional team to identify INSEEC U. as a compelling investment opportunity, given:

• The European higher education market represents a growing and non-cyclical market, driven by the increasing numbers of students enrolling in higher education;
• The private sector is gaining share within higher education, due to attractive employability prospects for graduates; and it has material scope for consolidation;
• The Group has proven its ability to deliver strong organic growth across the economic cycle supported by the quality of its courses in attractive disciplines, strong student employment outcomes, its strong brand positioning and product innovation;
• INSEEC U. has successfully developed its online education programmes, which have benefitted from investment in technology supported by the Group’s scale advantage, with further scope for significant growth;
• INSEEC U. is well positioned to continue its consolidation of the highly fragmented private higher education market, both in France where it is already the market leader and internationally; and
• INSEEC U. is led by a strong management team with a proven track record of developing the Group successfully over the long-term.

Bpifrance, the French government agency, has been a minority investor in INSEEC U. since 2016 and is fully committed to continue supporting the development of the business and the private higher education sector in the years ahead.

Rory Neeson, Partner at Cinven, said:

“Our Business Services Sector team has been focused on investment prospects in education for some time given the attractive trends we see in this sector. INSEEC U. represents an excellent opportunity given its strong student outcomes, market-leading position, and the scale and professionalism of its operations. In particular, INSEEC U. ranks as a leader across its key disciplines and is highly regarded by students and recruiters for both the quality of its teaching and its students’ post-graduation employability. We look forward to working with the highly talented management team, led by Catherine Lespine, to further grow the business in France and internationally, both organically and through acquisition.”

Pierre Estrade, Partner at Cinven, added:

“INSEEC U. operates in a highly attractive, scalable and resilient market, with strong underlying macro trends expected to continue driving growth, particularly across Europe. The Cinven team is highly experienced at growing businesses internationally as well as executing successful buy and build strategies and we look forward to working with the team at INSEEC U., led by Catherine Lespine, to achieve this.”

Nicolas Paulmier, Partner at Cinven added:

“In this fast changing world, higher and continuous education is a key enabler for societies to evolve. Through its size and agility, Inseec U is set to become a major European player in higher education.”

Catherine Lespine, Chief Executive Officer of INSEEC U., commented:

“We are delighted to be partnering with Cinven, whose strategy for our business is fully aligned with the vision the INSEEC U. senior management team has for the Group. We look forward to working together: continuing INSEEC U’s successful growth trajectory and benefitting from Cinven’s international footprint and significant experience of supporting growth both organically and through consolidation.”

The transaction is subject to customary regulatory and antitrust approvals.

Advisors to Cinven on the transaction included: Messier Maris et Associés and Financière de Courcelles (M&A), Eight Advisory (Financial), Freshfields (Legal), TAJ (Tax), BCG and PMSI (Commercial)

Advisors to the Group and Shareholders on the transaction included: Rothschild (M&A), PwC (Financial), Linklaters (Legal, Tax), TAJ (Legal), LEK (Commercial), Fidufrance (Management)

DALLAS, TX. – Cambium Learning® Group, Inc. (“Cambium” or the “Company”), a leading educational technology solutions company committed to helping all students reach their full potential, announced today that it has completed its previously announced sale to certain affiliates of Veritas Capital, a leading private equity investment firm.

The Company also completed its previously announced acquisition of VKIDZ Holdings Inc. (“VKidz”), an award winning edtech company dedicated to helping deliver the best education to students using digital solutions.

“We are excited to welcome the Cambium management team and employees and look forward to supporting their many growth opportunities ahead,” said Ramzi Musallam, CEO and Managing Partner of Veritas Capital. “The education technology space is a key focus area for Veritas, and we believe our partnership with Cambium will accelerate the company’s mission of improving outcomes for districts, educators, students and parents.”

John Campbell, Chief Executive Officer of the Company commented, “We are thrilled to partner with Veritas Capital as we embark on the next chapter of our long-term growth. I am proud of the transformation we have accomplished at Cambium as we continue to improve our product suite in terms of technology, efficacy, and engagement. We look forward to helping even more students with the addition of VKidz.”

“It has been our pleasure to work with John and the world-class team at Cambium,” said David Bainbridge, Managing Director of Veronis Suhler Stevenson (“VSS”), an affiliate of the former majority stockholder of the Company. “Since our investment, we have partnered with management to invest in new technology, execute strategic acquisitions, and implement initiatives to accelerate the Company’s growth, and are proud of the progress the Company has made in transitioning to a digital subscription business. We thank Cambium’s leadership and employees for their tremendous efforts and collaboration over the years and wish them well in their next phase of growth.”

Cambium Learning® Group’s stock will cease trading on the NASDAQ under the ticker symbol ABCD effective today.

Macquarie Capital acted as the Company’s financial advisor and Lowenstein Sandler LLP acted as the Company’s legal counsel in connection with the transactions.

Schulte Roth & Zabel LLP acted as Veritas Capital’s legal counsel in connection with the transactions.

About Cambium Learning Group

Cambium Learning® Group, Inc. is an award-winning educational technology solutions leader dedicated to helping all students reach their potential through individualized and differentiated instruction. Using a research-based, personalized approach, Cambium Learning Group, Inc. delivers SaaS resources and instructional products that engage students and support teachers in fun, positive, safe and scalable environments. These solutions are provided through Learning A-Z® (online differentiated instruction for elementary school reading, writing and science), ExploreLearning® (online interactive math and science simulations and a math fact fluency solution) and Voyager Sopris Learning® (blended solutions that accelerate struggling learners to achieve in literacy and math and professional development for teachers). We believe that every student has unlimited potential, that teachers matter, and that data, instruction, and practice are the keys to success in the classroom and beyond. Come learn with us at www.cambiumlearning.com.

About Veritas Capital

Veritas Capital is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, government services and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas Capital and its current and past investments, visit www.veritascapital.com.

About VSS

Veronis Suhler Stevenson (www.vss.com) is a private investment firm that invests in the information, education, healthcare, and tech-enabled business services industries.  VSS provides capital for growth financings, recapitalizations, strategic acquisitions and buyouts to lower middle market companies and management teams with the goal of building companies organically as well as through a focused add-on acquisition program.  VSS makes privately-negotiated investments across the capital structure and invests in situations requiring control or non-control equity, mezzanine securities and structured equity securities.

Media Contacts:

Cambium Learning Group, Inc.
Barbara Benson
investorrelations@cambiumlearning.com

or

Jody Burfening/Carolyn Capaccio
LHA
212.838.3777
ccapaccio@lhai.com

Veritas Capital
Andrew Cole/David Millar/Julie Rudnick
Sard Verbinnen & Co
212.687.8080
VeritasCapital-SVC@sardverb.com

London, 26 October, 2018

Midlothian Capital Partners (“MCP”) and a consortium of investors have agreed to acquire HB Education Limited (“HB Education”) – the holding company for PGL – for a value of £467 million.

HB Education is the UK’s leading outdoor education and study travel group. The market leading company provides residential adventure and study trips for schools, youth organisations and young people through the PGL brand, along with educational travel tours for schools and further/higher education students through NST, EST and Studylink. In addition, Travelplus (Germany) offers language travel and gap year experiences.

The vendor was Cox & Kings, the longest established travel company in the world.

This is Midlothian’s third consumer sector deal in the past two years following the £210m acquisition of Dobbies Garden Centres from Tesco in 2016 and the £110m purchase of Park Leisure, the holiday home operator, in 2017.

MCP received financing support through funds managed by Ares Management Ltd. The existing HB Education management team will stay in post and plan to expand the business both in the UK and internationally. It currently owns 26 Regional Activity Centres in the UK, France, Spain and Australia.

The company was founded in the late 1950’s by Peter Gordon Lawrence, initially providing canoe trips on the River Wye.  In 2007 it was acquired by Holidaybreak plc and merged with NST to create the leading experiential learning programme business in the UK. It was acquired by Cox & Kings in 2011.

Midlothian’s Neil Currie is Chairman-designate of HB Education. He said:

“HB Education is an industry-leading operator within both the residential outdoor activity and educational travel sectors. PGL is a much-loved brand among teachers and students and has created lasting, happy memories – including many among our own families.

We are delighted that the existing management team, led by CEO John Firth and CFO Peter Churchus, have agreed to remain with the company and partner with us. They have led HB Education impressively through its most successful growth period and their focus on customer satisfaction and team culture is a key reason for our interest in the group.”

Andrew Bracey of MCP, said:

“This transaction follows our recent acquisitions of Dobbies Garden Centres and Park Leisure and further demonstrates the strength of our network and operating model, as well as our ability to build close relationships with principals. PGL/HB Education adds another highly relevant and customer-focused business to our portfolio – crucial attributes within a rapidly changing consumer sector.”

Aidan Clegg of MCP, said:

“Cox & Kings have been excellent owners of the company, a pleasure to deal with and we look forward to continuing our relationship following the transaction.”

John Firth CEO of HB Education, said:

“We are delighted that MCP has been chosen as the next owner of our company. We feel that MCP’s values align strongly with those of our staff and customers and we look forward to partnering with them as we open a new chapter in our long history of excellence and growth.”

Mike Dennis, Co-Head European Credit at Ares, said:

“We are delighted to have the opportunity to work with MCP and HB Education on this transaction. This is our third transaction with MCP and based on their significant experience in related sectors through their existing portfolio investments, we are confident that MCP represents a strong and appropriate partner for the company as it enters the next phase of its development”

Peter Kerkar, Group CEO of C&K, said:

“We are delighted that the education business has found a home with Midlothian as we are certain that they will continue to invest and develop the education business.”

Advisers to MCP include: Rothschild (financial), Slaughter and May (legal), and EY (accounting and tax).

Advisors to Cox & Kings include: Eversheds Sutherland (legal) and Baird (financial) and Axis Capital

Advisers to Ares include: Dechert LLP (legal)

ENDS

Contact:

Montfort Communications

Nick Miles 07739 701634

James Olley 07974 982302

About Midlothian Capital Partners

Midlothian Capital Partners is a consumer-focused investment company. The three founders of MCP (Andrew Bracey, Aidan Clegg and Neil Currie) have more than 70 years combined experience in consumer facing businesses in corporate finance, private equity, research and business management. The three founders will all join the board of HB Education.

About Ares Management, L.P.

Ares Management, L.P. is a publicly traded, leading global alternative asset manager with approximately $121.4 billion of assets under management as of June 30, 2018 and 18 offices in the United States, Europe, Asia and Australia. Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares believes each of its three distinct but complementary investment groups in Credit, Private Equity and Real Estate is a market leader based on assets under management and investment performance. Ares was built upon the fundamental principle that each group benefits from being part of the greater whole. For more information, visit www.aresmgmt.com.