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Patterson Education Group
Joe Braun | Garret Markey | Noah Slade | Jake White
10th Annual William Blair Investment Banking Case Competition
Patterson Education Group |2
Industry Dynamics
Final Thoughts
Company Overview
Valuation
Strategic Options
Appendix
Executive Summary 3
5
8
13
19
25
27
Patterson Education Group |3
Executive Summary
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |4
$300 $350 $400 $450 $500 $550 $600 $650 $700 $750
DCF - Exit Multiple (5 New Schools)
DCF - Perpetuity Method (5 New Schools)
DCF - Exit Multiple (10 New Schools)
DCF - Perpetuity Method (10 New Schools)
Comparables - 2017E Adjusted EBITDA
Comparables - 2017E Revenue
Precedents - 2017E Adjusted EBITDA
Precedents - 2017E Revenue
Leveraged Buyout (0 New Schools)
($ in millions)
Executive Summary
Football Field Analysis
 PEG is a leader in the education
services industry with minimal
competition
 Ideal business model for expansion
in domestic and international
markets
Positioned for Growth Company Financials Recommendation
 Valuation analyses places PEG’s
enterprise value between
$490mm - $540mm
 2017E Revenue: $195.8mm
 2017E EBITDA: $17.0mm
 Examining past transactions and
possible synergies, we believe a
sale to a financial sponsor would
optimize growth potential for PEG
 Potential financial sponsors
include…
Source: Bloomberg, Team Projections
Patterson Education Group |5
Industry Dynamics
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |6
Industry Dynamics
5
10.2
16.2
PEG Private Public
0%
10%
20%
30%
40%
1968 1972 1976 1980 1984 1988 1992 1996 2000 2004 2008 2012
20th 50th 90th
 Significant growth in high-income family enrollment
 Private school locations follow population distribution
patterns
 Smaller class size means closer interaction and PEG is a
clear leader in the category
 With only 24.8% of student enrollment, the secular
school segment still produces 48% of industry revenue
Key Takeaways
Student/Teacher Ratio by Market
Growth in High Income Enrollment
23%
29%
48%
Catholic Schools
Other Religious
Schools
Secular Schools
$68.7bn
Revenue Segmentation
0%
10%
20%
30%
Establishments Population
Private Schools Follow Population
Source: Bloomberg, IBIS World
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |7
Hire and retain
quality
teachers
Ability to
attract local
support
Availability of
financial
resources
Small class
sizes
Industry Revenue Growth External Drivers
Key Factors to Industry Success
$45,000
$50,000
$55,000
$60,000
$65,000
$70,000
$75,000
 Households earning more than $100,000 a
year expected to increase
â–« Increases demand for private schools
 High school retention rate expected to remain
stagnant in 2017
 Number of school aged children expected to
increase
â–« Opportunity for industry operators to
acquire these students
Industry Drivers
Source: Bloomberg, IBIS World
Patterson Education Group |8
Company Overview
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |9
Company Description
 Nationally accredited, premium private school
platform offering grade levels 9-12
 9,500+ students
 60 locations across the United States regions
 Premium learning experience with each class
containing on average 5 students
 NCAA approved courses in all subjects
 Proprietary cloud-based online curriculum
 High impact on student wellness and success
Industry Positioning
 Students ages 14-17 seeking premium
education experience with more direct teacher
engagement
 Household income of 150,000 +
 Almost 100% private pay
End Customer Demographics
Adjusted EBITDA Margin
Average Student Lifetime Value
Entry Grade Full-Time Part-Time
9th $65,200 $12,200
10th $53,200 $9,600
11th $49,500 $6,200
12th $21,000 $3,100
Weighted Average $53,600 $9,400
Patterson Education’s Profile
0%
5%
10%
15%
20%
25%
0
10
20
30
40
50
60
70
80
2015 2016 2017 2018 2019 2020 2021
ADJUSTEDEBITDA($INMILLIONS)
Adjusted EBITDA Adjusted EBITDA Margin
Source: Company Materials, Company Financials
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |10
Product Offerings
Four Part Offering
1,100
1,800
3,000
3,400
0
1,000
2,000
3,000
4,000
YE A R 1 YE A R 2 YE A R 3 YE A R 5
REVENUE($INTHOUSANDS)
Average School Performance
Broad and Deep Curriculum
 More than 300
courses offered
 Over 150 College
Prep or Honors
courses
 Robust NCAA
approved core course
list
Enrichment Offerings
 Academic skill courses
 Wellness courses
 Preparation for
postsecondary success
Holistic Experiences
 Clubs and Societies
 Field Trips and
Activities
Anatomy of PEG School
 Approximately 10,000
square feet per school
 Approximately 10
classrooms
 State of the Art Science
labs and music stations
Direct GPA Enhancement
2.79
3.73
GPA Prior to PEG GPA at PEG
PEG Approach
 Competency-based approach and tech-enabled
platform allows PEG to tailor instruction and
maximize individual potential
 Small classroom setting allows teachers to
focus on building meaning relationships with
students
 Proven business model with highly attractive
growth profile and unit economics
 Operates on a 4-day, 8 hours per day schedule
Approximately 75% at or exceed Unit Model by Year 3
Source: Company Materials, Company Financials
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |11
Untapped Market Opportunities
 Low penetration rates allow for an increase in
penetration in high priority areas
 Increase enrollment
 Raise tuition prices and professionalize
additional services
Fasting Growing Top Line
New Market Opportunities
 Expand into high priority metropolitan areas
 Grow internationally where people are seeking
additional education alternatives
 Grow technology suite allowing students to
utilize when not near a PEG campus
New School Openings
 Positive cash flow by year 1
 ROIC by year 5 of approximately 1-2x
 Roughly a 50% IRR
Growth Positioning
0
50
100
150
200
250
300
350
400
2015 2016 2017 2018 2019 2020 2021
Revenue($inMillions)
Existing Market Opportunities
 $1.08B of
immediate white
space
 Over 200 priority
locations for new
schools
1,000
1,700
2,250
2,800
3,300
0
1,000
2,000
3,000
4,000
YE A R 1 YE A R 2 YE A R 3 YE A R 4 YE A R 5
REVENUE($INHUNDREDS)
*Blue shows existing states while gray shows strong grow opportunities
Source: Company Materials, Company Financials
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |12
Situation Analysis
S
O T
W
 Scalable platform with few direct competitors
of scale; only small group model with national
accreditation
 Unique student profile and favorable target
demographic lowers cyclicality
 Embedded growth built into platform with
new schools ramping up
 Localized buying decision where distance is
under 10 mile radius
 High tuition prices that have significantly
outpaced inflation result in paying a premium
for high quality educational services
 Current landscape is a patchwork of regulatory
and geographic entities
 Total US addressable market of over $2B that
is underserved by education providers
 Meaningful opportunity to grow
internationally
 Enhancement and further development of
current offerings
 Increased government support of charter
schools will cause competition
 Mounting regulations have lead to higher
barriers of entry and increased costs
 Decrease in private school enrollment due to
increased public funding
Strengths Weaknesses
Opportunities Threats
Source: Company Materials, Company Financials
Patterson Education Group |13
Valuation
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |14
Valuation Overview
$250 $300 $350 $400 $450 $500 $550 $600 $650 $700 $750
DCF - Exit Multiple (0 New Schools)
10.5x - 11.5x
DCF - Perpetuity Growth (0 New Schools)
10.1x - 11.7x
DCF - Exit Multiple (5 New Schools)
8.5x - 9.5x
DCF - Perpetuity Method (5 New Schools)
8.7x - 10.1x
DCF - Exit Multiple (10 New Schools)
8.0x - 9.0x
DCF - Perpetuity Method (10 New Schools)
7.3x - 8.5x
Comparables - 2017E Adjusted EBITDA
19.5x - 23.7x
Comparables - 2017E Revenue
2.8x - 3.8x
Precedents - 2017E Adjusted EBITDA
22.4x - 26.4x
Precedents - 2017E Revenue
3.4x - 4.4x
Leveraged Buyout (0 New Schools)
22.4x - 26.4x
Leveraged Buyout (5 New Schools)
22.4x - 26.4x
Leveraged Buyout (10 New Schools)
22.4x - 26.4x
($ in millions)
Source: Bloomberg, Company Financials, Team Projections
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |15
Comparable Companies Analysis
Valuation Commentary
PEG's 2017E Adjusted EBITDA $17.0
EV/EBITDA Multiple 19.7x ---------- 23.7x
Enterprise Value $335.7 ---------- $403.9
PEG's 2017E Revenue $195.8
EV/Revenue 3.1x ---------- 3.6x
Enterprise Value $605.1 ---------- $703.0
 Comparable companies were chosen
based on similar verticals as PEG
 Many companies carry very little debt on
balance sheet
2017E 2018E
EBITDA Revenue 2017EEBITDA 2018EEBITDA 2017ERevenue 2018ERevenue
LaureateEducationInc LAUR $14.0 $2,621.8 $3,137.1 $5,758.9 $647.8 $4,244.2 15.3% 1.9% 8.9x 7.3x 1.4x 0.1x
GrandCanyonEducationInc LOPE 88.1 4,238.7 (1,485.8) 2,752.9 282.9 873.3 32.4% 34.4% 9.7x 8.3x 3.2x 2.9x
StrayerEducationInc STRA 89.0 993.6 (147.9) 845.7 75.3 441.1 17.1% 17.5% 11.2x 10.5x 1.9x 1.8x
CapellaEducationCo CPLA 68.1 794.9 (179.5) 615.4 89.6 429.4 20.9% 19.9% 6.9x 7.0x 1.4x 1.4x
CareerEducationCorp CECO 10.7 741.2 (163.6) 577.6 (9.6) 704.4 (1.4%) (1.7%) (60.2x) (115.5x) 0.8x 1.9x
BrightHorizonsFamilySolutions BFAM 85.1 5,035.5 1,094.3 6,129.8 282.5 1,569.8 18.0% 18.7% 21.7x 18.9x 3.9x 3.5x
AdtalemGlobalEducationInc ATGE 35.9 2,209.9 (121.0) 2,088.9 222.7 1,809.8 12.3% 18.3% 9.4x 6.4x 1.2x 1.2x
2UInc TWOU 60.2 3,095.5 (37.4) 3,058.1 (11.3) 205.9 (5.5%) 3.8% (270.6x) 285.8x 14.9x 10.8x
PattersonEducationGroup $9.6 $195.8 4.9% 8.4%
High $89.0 $5,035.5 $3,137.1 $6,129.8 $647.8 $4,244.2 32.4% 34.4% 21.7x 285.8x 14.9x 10.8x
3rdQuartile 85.9 3,381.3 245.5 3,733.3 282.6 1,629.8 18.7% 19.0% 10.1x 12.6x 3.3x 3.0x
Median 64.1 2,415.9 (134.5) 2,420.9 156.2 788.9 16.2% 17.9% 9.1x 7.8x 1.7x 1.9x
Mean 56.4 2,466.4 262.0 2,728.4 197.5 1,284.7 13.6% 14.1% (32.9x) 28.6x 3.6x 2.9x
1stQuartile 30.4 943.9 (167.6) 788.1 54.1 438.2 8.9% 3.3% (9.9x) 6.8x 1.3x 1.3x
Low 10.7 741.2 (1,485.8) 577.6 (11.3) 205.9 (5.5%) (1.7%) (270.6x) (115.5x) 0.8x 0.1x
2017E
EBITDAMargin
EnterpriseValue EnterpriseValue
EnterpriseValueCompanyName Ticker SharePrice MarketCap NetDebt
Implied Valuation
Source: Bloomberg, Company Financials, Team Projections
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |16
Precedent Transactions Analysis
Valuation Commentary Implied Valuation
PEG's 2017E Adjusted EBITDA $17.0
EV/EBITDA Multiple 22.4x ---------- 26.4x
Enterprise Value $382.4 ---------- $450.6
PEG's 2017E Revenue $195.8
EV/Revenue Multiple 2.7x ---------- 3.2x
Enterprise Value $520.8 ---------- $618.7
 Precedent transaction targets operated
in similar verticals as PEG
 Financial sponsors have been very active
in the space, as they can acquire these
companies on attractive terms
LTMRevenue LTMEBITDA
AnhangueraEducacional KrotonEducacional StrategicTakeover 4/1/2013 3381.22 $824.7 $138.3 16.8% 4.1x 24.4x
NordAgliaEducation CanadaPensionPlanInvestmentBoard FinancialSponsor 4/1/2017 1122.89 $290.2 $55.0 19.0% 3.9x 20.4x
NobelLearningCommunities InvestcorpBank FinancialSponsor 4/1/2015 405 $316.4 $18.5 5.8% 1.3x 21.9x
ArchipilagoLearningInc EdmentumHoldingsInc FinancialSponsor 3/1/2012 324.4 $73.2 $20.4 27.9% 4.4x 15.9x
ApolloEducationGroupInc ApolloGlobalManagementLLC FinancialSponsor 2/1/2016 322.96 $2,484.3 $125.7 5.1% 0.1x 2.6x
SomosEducacaoSA TarponInvestimentos FinancialSponsor 2/1/2015 240.2 $91.0 $21.9 24.1% 2.6x 11.0x
GlobalEducation&TechGroupLtd PearsonPLC StrategicTakeover 11/1/2011 153.27 $48.2 $6.3 13.1% 3.2x 24.4x
MegaStudyCoLtd H&QAsiaPacificCo FinancialSponsor 2/1/2012 57.21 $28.0 $8.0 28.5% 2.0x 7.2x
High $2,484.3 $138.3 28.5% 4.4x 24.4x
3rdQuartile $443.5 $72.7 25.0% 3.9x 22.5x
Median $190.6 $21.2 17.9% 2.9x 18.2x
Mean $28.0 $6.3 5.1% 0.1x 2.6x
1stQuartile $67.0 $15.9 11.3% 1.9x 10.0x
Low $28.0 $6.3 5.1% 0.1x 2.6x
EnterpriseValue
LTMRevenue LTMEBITDA PremiumPaidTarget Acquier TransactionType TransactionDate TransactionValue
Source: Bloomberg, Company Financials, Team Projections
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |17
Discounted Cash Flow Analysis
689.8 1.5% 2.0% 2.5% 3.0% 3.5%
8.6% $715 $760 $813 $876 $950
9.1% $664 $702 $747 $799 $860
9.6% $619 $652 $690 $734 $785
10.1% $579 $608 $641 $678 $721
10.6% $544 $569 $598 $630 $667
Perpetuity Growth
WACC
697.6 10.0x 10.5x 11.0x 11.5x 12.0x
8.6% $676 $702 $728 $754 $780
9.1% $662 $687 $713 $738 $764
9.6% $648 $673 $698 $723 $748
10.1% $634 $659 $683 $707 $732
10.6% $621 $645 $669 $693 $717
Exit Multiple
WACC
In $millions 2018P 2019P 2020P 2021P 2022P
EBIT 8.0 21.5 44.3 60.1 63.7
Taxes 2.2 6.0 12.3 16.7 17.7
NOPAT 5.8 15.6 32.0 43.4 46.0
D&A 12.4 14.0 14.9 14.3 15.2
Capex (2.0) (2.3) (2.4) (3.0) (3.2)
∆ in NWC 0.7 0.4 0.8 0.9 1.3
UFCF 16.9 27.7 45.3 55.7 59.3
PV of UFCF 15.5 23.0 34.4 38.6 37.5
DCF Valuation
Projected Capital Structure
Debt 0.7%
Equity 99.3%
Beta 0.76
Market Risk Premium 9.7%
Risk Free Rate 2.3%
Cost of Equity 9.7%
Pretax Cost of Debt 2.1%
Cost of Debt 1.5%
WACC 9.6%
WACC Calculation
Implied Valuation & Sensitivity Analysis
2.5%
855
541
149
$689.8
Present Value of Future FCF
Perpetuity Growth Method
Enterprise Value
Perpetuity Growth Rate
Terminal Value
PV of Terminal Value
11.0x
868
549
149
$697.6
Present Value of Future FCF
Enterprise Value
Exit Multiple Method
Exit Multiple
Terminal Value
PV of Terminal Value
Source: Bloomberg, Company Financials, Team Projections
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |18
Leveraged Buyout Analysis
Source of Funds Amount Percentage LTM Multiple
Senior Debt $199.4 46.8% 11.7x
Revolver $8.5 2.0% 0.5x
Sponsor's Equity $218.4 51.2% 12.8x
Total Sources $426.3 100.0%
- - - -
Transaction Value $404.5 94.9%
Beginning Cash Balance $20.0 4.7%
Transaction Expenses $1.8 0.4%
Total Uses $426.3 100.0%
Debt / EBITDA 12.2x
Leverage Assumptions
$0
$200
$400
$600
$800
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
2017 2018 2019 2020 2021
% Debt % Equity Equity Value
LBO Capital Structure Valuation Commentary
0.0 8.7x 9.2x 9.7x 10.2x 10.7x
21.0% $437 $450 $466 $481 $496
23.0% $420 $431 $445 $460 $471
25.0% $403 $414 $426 $440 $452
27.0% $389 $399 $411 $423 $433
29.0% $374 $385 $396 $406 $416
TargetIRR
Exit Multiple
Exit Multiple Sensitivity Analysis
 PEG makes for a strong LBO candidate
due to strong free cash flow generation
and significant room for growth
 With an investment horizon of five years
a sponsor can anticipate a 3.1x cash on
cash multiple with these assumptions
Source: Bloomberg, Company Financials, Team Projections
Patterson Education Group |19
Strategic Options
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |20
Strategic Acquirers
Description Metrics Reasoning
Laureate Education offers
undergraduate and graduate degree
programs to over one million
students worldwide with nearly 70
campus-based and online
universities.
Capella Education Company is an
education services holding company
that owns Capella University and
other assets. Capella University is a
pioneer in developing high-quality,
professionally aligned online degree
programs for adult learners.
TTM Revenue
$4.24bn
Market Cap
$2.63bn
Laurate Education has an
international presence offering
college degrees through a similar
platform to PEG and can help further
develop PEG offerings as well as grow
PEG’s top line.
TTM Revenue
$438mm
Market Cap
$810mm
Capella Education has made two
acquisitions to date in the online
learning space while also operating
other online learning platforms.
Capella can help PEG achieve top line
growth while furthering PEG’s online
and technological capabilities.
Acquirer
Graham Holdings Company delivers
quality products and services to
today’s students, viewers, customers
and advertisers. Graham owns
Kaplan, Graham Media Group,
SocialCode as well as promising
smaller operations.
TTM Revenue
$2.51bn
Market Cap
$3.09bn
Graham Holdings has made five
acquisitions to date and owns Kaplan
as well as other promising education
platforms. Graham would allow PEG
to better market current offerings as
well as further develop product
offerings through Kaplan, one of the
world’s largest providers of
educational services.
K12 is an education company that
sells online schooling and curriculum
to state and local governments. K12 is
an alternative to traditional schooling
from kindergarten to 12th grade and
is paid for from taxes.
TTM Revenue
$888mm
Market Cap
$712mm
K12 has made four acquisitions to
date in the education space. K12
would allow PEG to further develop
software and technology furthering
top line growth. PEG would pair well
with K12’s current offerings and
allow K12 to have physical locations.
Source: Bloomberg, IBIS World
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |21
Strategic Acquirers
Description Metrics ReasoningAcquirer
Strayer Education is an education
services holding company that owns
Strayer University. Strayer allows
students the opportunity to take
classes on campus, online or both.
TTM Revenue
$449mm
Market Cap
$993mm
Strayer Education operates Strayer
University which can help PEG grow
their product offering to the adult
learner. Operating under a similar
platform as PEG, Strayer can also help
further develop PEG’s technologies.
Bright Horizons is leading provider of
early education and preschools,
employer-sponsored child care, back-
up care, educational advisory
services and other work and life
solutions.
TTM Revenue
$1.65bn
Market Cap
$5.04bn
Bright Horizons has acquired four
players in the child care space to help
expand product offerings. PEG would
pair well with Bright Horizon’s
current offerings and would allow
PEG to expand to new markets.
Estacio Participacoes is a Brazil-
based educational services provider.
Estacio Participacoes focuses on post-
secondary education through on-
campus and distant learning courses
with a focus in business training.
TTM Revenue
3.29bn BRL
Market Cap
10.05bn BRL
Estacio Participacoes has a strong
presence in Brazil and would allow
PEG to expand their geographical
presence and product offering
resulting in top line growth.
G8 Education is the largest ASX listed
child care center operator in
Australia. G8 Education provides
development and educational child
care services.
TTM Revenue
785mm AUD
Market Cap
1.94bn AUD
G8 Education has made two
acquisitions to date in the child care
and education space. G8 Education
companies would pair well with PEG
and allow PEG to grow top line
growth through international
expansion.
Virscend Education is a Hong Kong
based holding company that operates
over five schools ranging from
kindergarten to college. They mainly
operates in Southwest China through
physical locations.
TTM Revenue
1.03bn HKD
Market Cap
15.44bn HKD
Virscend Education is a major player
in Southwest China education and
would allow PEG to expand
internationally in a growing market
and increase physical locations.
Source: Bloomberg, IBIS World
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |22
Financial Sponsors
Investment Criteria ReasoningSponsor
Investment Range: $100mm - $175mm
Preferred EBITDA: $20mm - $50mm
Investcorp targets growing business that operate in
fragmented industries with the potential to expand
internationally or domestically through multiple avenues of
growth and cash flow generation. Investcorp holds Nobel
Learning Communities in their portfolio and specializes in
business services, industrials and consumer products.
Investment Range: $20mm - $200mm
Brentwood Associates looks to invest in proven and
differentiated consumer-focuses businesses with defining
brands and high customer loyalty, significant potential growth
in multiple channels and strong company cultures. Brentwood
has an area of focus in education and currently holds
Excelligence Learning, ClassWallet and The Teaching Company
in their portfolio.
Investment Range: $5mm - $40mm
Preferred EBITDA: Over$2mm
Preferred Revenue: Over $10mm
Boathouse Capital doesn’t invest in turnaround situations but
rather with already excelling companies that have high growth
and room for margin improvement. Boathouse Capital has
experience in the education industry with Atomic Learning and
MIS Training Institute in their portfolio.
Investment Range: $10mm - $25mm
Sterling Partners seeks to create value by investing in
transformational growth. Sterling Partners Education Opportunity
Fund was launched to help promote a more purposeful path for
students. In the Education Opportunity Fund Sterling currently
holds NRCCUA, Panopto and Amerigo.
Investment Range: $10mm - $100mm
Leeds Equity Partners is a pioneer in investing in the knowledge
sector. The firm invests in established companies that address high
stakes challenges, have differentiated products and services,
provide measurable outcomes, and have minimal intermediation by
third parties. Their current holdings include Campus Management,
Knowledge Factor, and past include Nobel Learning Communities.
Source: Bloomberg, IBIS World
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |23
Financial Sponsors
Investment Criteria ReasoningSponsor
Investment Range: $10mm - $40mm
Preferred EBITDA: $5mm - $30mm
Gauge Capital seeks to invest in the services sector of the
economy. Their primary aim is long-term, sustainable value
creation through transformational change as well as organic
and strategically acquired growth. Gauge has experience in the
education services industry and currently holds eDynamic
Learning and Teachers of Tomorrow.
Investment Range: $10mm - $50mm
Preferred EBITDA: $4mm - $15mm
Preferred Revenue: $25mm - $250mm
Clearlight Partners looks to invest in a variety of industries
including industrials, business services, consumer products,
healthcare and education. Clearlight invests in companies
operating in industries with tailwinds propelling future
growth. Clearlight once held U.S. Education Corporation in
their portfolio where U.S. Education grew into a leading career
education company.
Investment Range: $5mm - $30mm
Preferred EBITDA: $4mm - $15mm
Preferred Revenue: $5mm - $20mm
Education Growth Partners is dedicated to high potential
education companies that offer compelling solutions to unmet
needs in education. The Education Growth Partners team is
composed of investors who have a passion for education.
Education Growth Partners holds eScholar, The Gordian Group
and Apex Learning in their portfolio.
Investment Range: $150mm - $800mm
Providence Equity’s objective is to build extraordinary
companies that will shape the future of the media,
communications, education and information industries and will
create attractive returns for our investors. The firm currently
holds ten education company's including AcadeMedia,
Archipelago Learning, Blackboard, and NACE Schools.
Investment Range: $15mm - $70mm
Preferred EV: Less than $250mm
Primus is a growth-oriented firm focused on investing in
leading healthcare, software, and technology-enabled
companies with a specific focus in education technology.
Primus is invested in the education space currently holding
American Institute.
Source: Bloomberg, IBIS World
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |24
Market Overview
Market Median EV/EBITDA
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17
EV/EBITDA
M&A Market Volume & Value
Market Commentary
 The market for M&A activity has remained
stagnant over the past year
 Valuations for middle market companies have
recently shown static growth
 The education market for M&A transactions
has seen growth in value and number of
transactions
0
200
400
600
800
1,000
1,200
1,400
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
Volume
DealVaule
Deal Volume Aggregate Deal Volume
Education Market Dynamics
0
20
40
60
80
100
120
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
DealVolume
DealValue
Deal Value # of Deals
Source: Bloomberg, IBIS World
Patterson Education Group |25
Final Thoughts
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |26
Final Thoughts
 Sale to a sponsor offers PEG optimal benefits
 PEGs strong management team is more likely to be
retained
 Possibility for synergies with other portfolio
companies
 PEG can continue to focus on their high growth
implementation strategy
Strategic vs. Sponsor Final Recommendation
 We recommend PEG pursues a sale to Providence
Equity
 Familiarity within education services industry
in regards to previous and current portfolio
companies
 Combined with technological and international
portfolio companies, PEG could encounter
important synergies and international growth
opportunities
 Implied valuation range 490mm – 550mm
$300 $350 $400 $450 $500 $550 $600 $650 $700 $750
DCF - Exit Multiple (5 New Schools)
DCF - Perpetuity Method (5 New Schools)
DCF - Exit Multiple (10 New Schools)
DCF - Perpetuity Method (10 New Schools)
Comparables - 2017E Adjusted EBITDA
Comparables - 2017E Revenue
Precedents - 2017E Adjusted EBITDA
Precedents - 2017E Revenue
Leveraged Buyout (0 New Schools)
($ in millions)
Football Field Analysis
Source: Bloomberg, Team Projections
Patterson Education Group |27
Appendix
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |28
Pro Forma Income Statement
Estimated
2015 2016 2017 2018 2019 2020 2021 2022
Revenue $118.5 $156.4 $195.8 $242.2 $278.2 $328.4 $362.9 $384.7
Direct Costs 39.8 53.6 64.6 90.1 103.7 121.5 133.0 142.3
Indirect Costs 58.3 77.9 96.3 99.2 101.4 105.3 110.1 115.4
Corporate Overhead 18.1 21.7 25.3 32.5 37.6 42.4 45.4 48.1
Depreciation & Amortization 6.3 8.8 11.1 12.4 14.0 14.9 14.3 15.2
EBIT ($4.0) ($5.6) ($1.5) $8.0 $21.5 $44.3 $60.1 $63.7
Interest Expense - - - - 5.4 5.4 5.4 5.4 5.4 5.4
Corporate Taxes (1.1) (1.6) 1.1 3.7 7.5 13.8 18.2 19.2
Net Income ($2.9) ($4.1) ($2.6) $4.3 $14.1 $30.5 $41.9 $44.5
Depreciation & Amortization $6.3 $8.8 $11.1 $12.4 $14.0 $14.9 $14.3 $15.2
Capital Expenditures 4.9 7.5 8.0 2.0 2.3 2.4 3.0 3.2
EBITDA $2.3 $3.2 $9.6 $20.4 $35.5 $59.2 $74.4 $78.9
New School Development Addback $3.8 $5.0 $4.4 - - - - - - - - - -
Other Addbacks 4.1 3.1 3.0 2.9 1.1 1.1 1.1 1.1
Adjusted EBITDA $10.2 $11.3 $17.0 $23.3 $36.6 $60.3 $75.5 $80.0
Growth Analysis
Revenue 32.0% 25.2% 23.7% 14.9% 18.0% 10.5% 6.0%
EBITDA 39.3% 205.1% 112.0% 73.8% 66.7% 25.7% 6.0%
Adjusted EBITDA 10.7% 51.3% 37.0% 57.0% 64.7% 25.2% 5.9%
Margin Analysis
EBITDA 1.9% 2.0% 4.9% 8.4% 12.8% 18.0% 20.5% 20.5%
Adjusted EBITDA 8.6% 7.2% 8.7% 9.6% 13.2% 18.4% 20.8% 20.8%
D&A 5.4% 5.7% 5.7% 5.1% 5.0% 4.5% 3.9% 4.0%
Capital Expenditures 4.1% 4.8% 4.1% 0.8% 0.8% 0.7% 0.8% 0.8%
NWC (8.1%) (8.4%) (21.1%) (16.8%) (14.5%) (12.0%) (10.6%) (9.7%)
EBIT (3.4%) (3.6%) (0.7%) 3.3% 7.7% 13.5% 16.6% 16.6%
Cost of Sales
Direct Costs 33.6% 34.3% 33.0% 37.2% 37.3% 37.0% 36.6% 37.0%
Indirect Costs 49.2% 49.8% 49.2% 41.0% 36.4% 32.1% 30.3% 30.0%
Corporate Overhead 15.3% 13.9% 12.9% 13.4% 13.5% 12.9% 12.5% 12.5%
Tax Rate 27.8% 27.8% 27.8% 27.8% 27.8% 27.8% 27.8% 27.8%
Average Interest Rate - - - - 7.0% 7.0% 7.0% 7.0% 7.0% 7.0%
Historical Projected
Source: Company Materials, Company Financials
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |29
Pro Forma Balance Sheet
Estimated
2017E 2018P 2019P 2020P 2021P 2022P
Assets
Cash and Cash Equivalents $35.3 $50.0 $51.6 $95.4 $149.6 $207.4
Restricted Cash 4.4 4.4 4.4 4.4 4.4 4.4
Accounts Receivable 11.9 14.7 16.9 23.4 27.5 32.6
Short-Term Investments 1.3 1.3 1.3 1.3 1.3 1.3
Other Receivables 8.6 10.7 10.7 10.7 10.7 10.7
Prepaids 4.3 5.3 5.3 5.3 5.3 5.3
Total Current Assets $65.8 $86.4 $90.2 $140.5 $198.8 $261.7
Net Property, Plant & Equipment $61.8 $51.4 $39.7 $27.2 $15.9 $3.9
Goodwill 6.3 6.3 6.3 6.3 6.3 6.3
Intangible Assets 12.2 12.2 12.2 12.2 12.2 12.2
Other Long-Term Assets 5.5 5.5 5.5 5.5 5.5 5.5
Total Other Assets $85.8 $75.4 $63.7 $51.2 $39.9 $27.9
Total Assets $151.6 $161.8 $153.9 $191.7 $238.7 $289.6
Liabilities & Equity
Accounts Payable $1.5 $1.9 $2.2 $2.6 $2.9 $3.1
Other Accrued Expenses 14.5 17.4 18.4 21.3 22.9 24.2
Other Current Liabilities 6.1 6.8 7.0 8.2 8.3 8.8
Customer Deposits 2.4 3.3 4.1 5.3 6.9 9.0
Current Lease Allowance 2.3 2.9 2.9 3.3 3.6 4.1
Deferred Revenue 44.1 45.3 45.6 46.6 47.9 49.6
Total Current Liabilities $70.9 $77.6 $80.2 $87.4 $92.5 $98.9
Bank Revolver $25.3 $24.6 - - - - - - - -
Deferred Tax Liability 3.4 3.4 3.4 3.4 3.4 3.4
Capital Leases and Other 31.1 31.1 31.1 31.1 31.1 31.1
Total Liabilities $130.7 $136.6 $114.7 $121.9 $127.0 $133.4
Total Member's Equity $20.8 $25.1 $39.2 $69.7 $111.6 $156.1
Total Liabilities and Equity $151.5 $161.7 $153.8 $191.6 $238.6 $289.5
Projected
Source: Company Materials, Company Financials
Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |30
Pro Forma Statement of Cash Flows
2018 2019 2020 2021 2022
NetEarnings $4.3 $14.1 $30.5 $41.9 $44.5
Depreciation&Amortization 12.4 14.0 14.9 14.3 15.2
∆inWorkingCapital 0.7 0.4 0.8 0.9 1.3
CashFromOperatingActivities $17 $28 $46 $57 $61
CapitalExpenditures (2.0) (2.3) (2.4) (3.0) (3.2)
CashFromInvestingActivities ($2) ($2) ($2) ($3) ($3)
∆ inRevolver (0.7) (24.6) -- -- --
CashFromFinancingActivities ($0.7) ($24.6) -- -- --
∆inCash $14.7 $1.6 $43.8 $54.2 $57.8
BeginningCash $35.3 $50.0 $51.6 $95.4 $149.6
EndingCash 35.3 50.0 51.6 95.4 149.6 207.4
Projected
Source: Company Materials, Company Financials

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2017 William Blair Investment Banking Case Competition, Honorable Mention

  • 1. Patterson Education Group Joe Braun | Garret Markey | Noah Slade | Jake White 10th Annual William Blair Investment Banking Case Competition
  • 2. Patterson Education Group |2 Industry Dynamics Final Thoughts Company Overview Valuation Strategic Options Appendix Executive Summary 3 5 8 13 19 25 27
  • 3. Patterson Education Group |3 Executive Summary
  • 4. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |4 $300 $350 $400 $450 $500 $550 $600 $650 $700 $750 DCF - Exit Multiple (5 New Schools) DCF - Perpetuity Method (5 New Schools) DCF - Exit Multiple (10 New Schools) DCF - Perpetuity Method (10 New Schools) Comparables - 2017E Adjusted EBITDA Comparables - 2017E Revenue Precedents - 2017E Adjusted EBITDA Precedents - 2017E Revenue Leveraged Buyout (0 New Schools) ($ in millions) Executive Summary Football Field Analysis  PEG is a leader in the education services industry with minimal competition  Ideal business model for expansion in domestic and international markets Positioned for Growth Company Financials Recommendation  Valuation analyses places PEG’s enterprise value between $490mm - $540mm  2017E Revenue: $195.8mm  2017E EBITDA: $17.0mm  Examining past transactions and possible synergies, we believe a sale to a financial sponsor would optimize growth potential for PEG  Potential financial sponsors include… Source: Bloomberg, Team Projections
  • 5. Patterson Education Group |5 Industry Dynamics
  • 6. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |6 Industry Dynamics 5 10.2 16.2 PEG Private Public 0% 10% 20% 30% 40% 1968 1972 1976 1980 1984 1988 1992 1996 2000 2004 2008 2012 20th 50th 90th  Significant growth in high-income family enrollment  Private school locations follow population distribution patterns  Smaller class size means closer interaction and PEG is a clear leader in the category  With only 24.8% of student enrollment, the secular school segment still produces 48% of industry revenue Key Takeaways Student/Teacher Ratio by Market Growth in High Income Enrollment 23% 29% 48% Catholic Schools Other Religious Schools Secular Schools $68.7bn Revenue Segmentation 0% 10% 20% 30% Establishments Population Private Schools Follow Population Source: Bloomberg, IBIS World
  • 7. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |7 Hire and retain quality teachers Ability to attract local support Availability of financial resources Small class sizes Industry Revenue Growth External Drivers Key Factors to Industry Success $45,000 $50,000 $55,000 $60,000 $65,000 $70,000 $75,000  Households earning more than $100,000 a year expected to increase â–« Increases demand for private schools  High school retention rate expected to remain stagnant in 2017  Number of school aged children expected to increase â–« Opportunity for industry operators to acquire these students Industry Drivers Source: Bloomberg, IBIS World
  • 8. Patterson Education Group |8 Company Overview
  • 9. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |9 Company Description  Nationally accredited, premium private school platform offering grade levels 9-12  9,500+ students  60 locations across the United States regions  Premium learning experience with each class containing on average 5 students  NCAA approved courses in all subjects  Proprietary cloud-based online curriculum  High impact on student wellness and success Industry Positioning  Students ages 14-17 seeking premium education experience with more direct teacher engagement  Household income of 150,000 +  Almost 100% private pay End Customer Demographics Adjusted EBITDA Margin Average Student Lifetime Value Entry Grade Full-Time Part-Time 9th $65,200 $12,200 10th $53,200 $9,600 11th $49,500 $6,200 12th $21,000 $3,100 Weighted Average $53,600 $9,400 Patterson Education’s Profile 0% 5% 10% 15% 20% 25% 0 10 20 30 40 50 60 70 80 2015 2016 2017 2018 2019 2020 2021 ADJUSTEDEBITDA($INMILLIONS) Adjusted EBITDA Adjusted EBITDA Margin Source: Company Materials, Company Financials
  • 10. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |10 Product Offerings Four Part Offering 1,100 1,800 3,000 3,400 0 1,000 2,000 3,000 4,000 YE A R 1 YE A R 2 YE A R 3 YE A R 5 REVENUE($INTHOUSANDS) Average School Performance Broad and Deep Curriculum  More than 300 courses offered  Over 150 College Prep or Honors courses  Robust NCAA approved core course list Enrichment Offerings  Academic skill courses  Wellness courses  Preparation for postsecondary success Holistic Experiences  Clubs and Societies  Field Trips and Activities Anatomy of PEG School  Approximately 10,000 square feet per school  Approximately 10 classrooms  State of the Art Science labs and music stations Direct GPA Enhancement 2.79 3.73 GPA Prior to PEG GPA at PEG PEG Approach  Competency-based approach and tech-enabled platform allows PEG to tailor instruction and maximize individual potential  Small classroom setting allows teachers to focus on building meaning relationships with students  Proven business model with highly attractive growth profile and unit economics  Operates on a 4-day, 8 hours per day schedule Approximately 75% at or exceed Unit Model by Year 3 Source: Company Materials, Company Financials
  • 11. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |11 Untapped Market Opportunities  Low penetration rates allow for an increase in penetration in high priority areas  Increase enrollment  Raise tuition prices and professionalize additional services Fasting Growing Top Line New Market Opportunities  Expand into high priority metropolitan areas  Grow internationally where people are seeking additional education alternatives  Grow technology suite allowing students to utilize when not near a PEG campus New School Openings  Positive cash flow by year 1  ROIC by year 5 of approximately 1-2x  Roughly a 50% IRR Growth Positioning 0 50 100 150 200 250 300 350 400 2015 2016 2017 2018 2019 2020 2021 Revenue($inMillions) Existing Market Opportunities  $1.08B of immediate white space  Over 200 priority locations for new schools 1,000 1,700 2,250 2,800 3,300 0 1,000 2,000 3,000 4,000 YE A R 1 YE A R 2 YE A R 3 YE A R 4 YE A R 5 REVENUE($INHUNDREDS) *Blue shows existing states while gray shows strong grow opportunities Source: Company Materials, Company Financials
  • 12. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |12 Situation Analysis S O T W  Scalable platform with few direct competitors of scale; only small group model with national accreditation  Unique student profile and favorable target demographic lowers cyclicality  Embedded growth built into platform with new schools ramping up  Localized buying decision where distance is under 10 mile radius  High tuition prices that have significantly outpaced inflation result in paying a premium for high quality educational services  Current landscape is a patchwork of regulatory and geographic entities  Total US addressable market of over $2B that is underserved by education providers  Meaningful opportunity to grow internationally  Enhancement and further development of current offerings  Increased government support of charter schools will cause competition  Mounting regulations have lead to higher barriers of entry and increased costs  Decrease in private school enrollment due to increased public funding Strengths Weaknesses Opportunities Threats Source: Company Materials, Company Financials
  • 13. Patterson Education Group |13 Valuation
  • 14. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |14 Valuation Overview $250 $300 $350 $400 $450 $500 $550 $600 $650 $700 $750 DCF - Exit Multiple (0 New Schools) 10.5x - 11.5x DCF - Perpetuity Growth (0 New Schools) 10.1x - 11.7x DCF - Exit Multiple (5 New Schools) 8.5x - 9.5x DCF - Perpetuity Method (5 New Schools) 8.7x - 10.1x DCF - Exit Multiple (10 New Schools) 8.0x - 9.0x DCF - Perpetuity Method (10 New Schools) 7.3x - 8.5x Comparables - 2017E Adjusted EBITDA 19.5x - 23.7x Comparables - 2017E Revenue 2.8x - 3.8x Precedents - 2017E Adjusted EBITDA 22.4x - 26.4x Precedents - 2017E Revenue 3.4x - 4.4x Leveraged Buyout (0 New Schools) 22.4x - 26.4x Leveraged Buyout (5 New Schools) 22.4x - 26.4x Leveraged Buyout (10 New Schools) 22.4x - 26.4x ($ in millions) Source: Bloomberg, Company Financials, Team Projections
  • 15. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |15 Comparable Companies Analysis Valuation Commentary PEG's 2017E Adjusted EBITDA $17.0 EV/EBITDA Multiple 19.7x ---------- 23.7x Enterprise Value $335.7 ---------- $403.9 PEG's 2017E Revenue $195.8 EV/Revenue 3.1x ---------- 3.6x Enterprise Value $605.1 ---------- $703.0  Comparable companies were chosen based on similar verticals as PEG  Many companies carry very little debt on balance sheet 2017E 2018E EBITDA Revenue 2017EEBITDA 2018EEBITDA 2017ERevenue 2018ERevenue LaureateEducationInc LAUR $14.0 $2,621.8 $3,137.1 $5,758.9 $647.8 $4,244.2 15.3% 1.9% 8.9x 7.3x 1.4x 0.1x GrandCanyonEducationInc LOPE 88.1 4,238.7 (1,485.8) 2,752.9 282.9 873.3 32.4% 34.4% 9.7x 8.3x 3.2x 2.9x StrayerEducationInc STRA 89.0 993.6 (147.9) 845.7 75.3 441.1 17.1% 17.5% 11.2x 10.5x 1.9x 1.8x CapellaEducationCo CPLA 68.1 794.9 (179.5) 615.4 89.6 429.4 20.9% 19.9% 6.9x 7.0x 1.4x 1.4x CareerEducationCorp CECO 10.7 741.2 (163.6) 577.6 (9.6) 704.4 (1.4%) (1.7%) (60.2x) (115.5x) 0.8x 1.9x BrightHorizonsFamilySolutions BFAM 85.1 5,035.5 1,094.3 6,129.8 282.5 1,569.8 18.0% 18.7% 21.7x 18.9x 3.9x 3.5x AdtalemGlobalEducationInc ATGE 35.9 2,209.9 (121.0) 2,088.9 222.7 1,809.8 12.3% 18.3% 9.4x 6.4x 1.2x 1.2x 2UInc TWOU 60.2 3,095.5 (37.4) 3,058.1 (11.3) 205.9 (5.5%) 3.8% (270.6x) 285.8x 14.9x 10.8x PattersonEducationGroup $9.6 $195.8 4.9% 8.4% High $89.0 $5,035.5 $3,137.1 $6,129.8 $647.8 $4,244.2 32.4% 34.4% 21.7x 285.8x 14.9x 10.8x 3rdQuartile 85.9 3,381.3 245.5 3,733.3 282.6 1,629.8 18.7% 19.0% 10.1x 12.6x 3.3x 3.0x Median 64.1 2,415.9 (134.5) 2,420.9 156.2 788.9 16.2% 17.9% 9.1x 7.8x 1.7x 1.9x Mean 56.4 2,466.4 262.0 2,728.4 197.5 1,284.7 13.6% 14.1% (32.9x) 28.6x 3.6x 2.9x 1stQuartile 30.4 943.9 (167.6) 788.1 54.1 438.2 8.9% 3.3% (9.9x) 6.8x 1.3x 1.3x Low 10.7 741.2 (1,485.8) 577.6 (11.3) 205.9 (5.5%) (1.7%) (270.6x) (115.5x) 0.8x 0.1x 2017E EBITDAMargin EnterpriseValue EnterpriseValue EnterpriseValueCompanyName Ticker SharePrice MarketCap NetDebt Implied Valuation Source: Bloomberg, Company Financials, Team Projections
  • 16. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |16 Precedent Transactions Analysis Valuation Commentary Implied Valuation PEG's 2017E Adjusted EBITDA $17.0 EV/EBITDA Multiple 22.4x ---------- 26.4x Enterprise Value $382.4 ---------- $450.6 PEG's 2017E Revenue $195.8 EV/Revenue Multiple 2.7x ---------- 3.2x Enterprise Value $520.8 ---------- $618.7  Precedent transaction targets operated in similar verticals as PEG  Financial sponsors have been very active in the space, as they can acquire these companies on attractive terms LTMRevenue LTMEBITDA AnhangueraEducacional KrotonEducacional StrategicTakeover 4/1/2013 3381.22 $824.7 $138.3 16.8% 4.1x 24.4x NordAgliaEducation CanadaPensionPlanInvestmentBoard FinancialSponsor 4/1/2017 1122.89 $290.2 $55.0 19.0% 3.9x 20.4x NobelLearningCommunities InvestcorpBank FinancialSponsor 4/1/2015 405 $316.4 $18.5 5.8% 1.3x 21.9x ArchipilagoLearningInc EdmentumHoldingsInc FinancialSponsor 3/1/2012 324.4 $73.2 $20.4 27.9% 4.4x 15.9x ApolloEducationGroupInc ApolloGlobalManagementLLC FinancialSponsor 2/1/2016 322.96 $2,484.3 $125.7 5.1% 0.1x 2.6x SomosEducacaoSA TarponInvestimentos FinancialSponsor 2/1/2015 240.2 $91.0 $21.9 24.1% 2.6x 11.0x GlobalEducation&TechGroupLtd PearsonPLC StrategicTakeover 11/1/2011 153.27 $48.2 $6.3 13.1% 3.2x 24.4x MegaStudyCoLtd H&QAsiaPacificCo FinancialSponsor 2/1/2012 57.21 $28.0 $8.0 28.5% 2.0x 7.2x High $2,484.3 $138.3 28.5% 4.4x 24.4x 3rdQuartile $443.5 $72.7 25.0% 3.9x 22.5x Median $190.6 $21.2 17.9% 2.9x 18.2x Mean $28.0 $6.3 5.1% 0.1x 2.6x 1stQuartile $67.0 $15.9 11.3% 1.9x 10.0x Low $28.0 $6.3 5.1% 0.1x 2.6x EnterpriseValue LTMRevenue LTMEBITDA PremiumPaidTarget Acquier TransactionType TransactionDate TransactionValue Source: Bloomberg, Company Financials, Team Projections
  • 17. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |17 Discounted Cash Flow Analysis 689.8 1.5% 2.0% 2.5% 3.0% 3.5% 8.6% $715 $760 $813 $876 $950 9.1% $664 $702 $747 $799 $860 9.6% $619 $652 $690 $734 $785 10.1% $579 $608 $641 $678 $721 10.6% $544 $569 $598 $630 $667 Perpetuity Growth WACC 697.6 10.0x 10.5x 11.0x 11.5x 12.0x 8.6% $676 $702 $728 $754 $780 9.1% $662 $687 $713 $738 $764 9.6% $648 $673 $698 $723 $748 10.1% $634 $659 $683 $707 $732 10.6% $621 $645 $669 $693 $717 Exit Multiple WACC In $millions 2018P 2019P 2020P 2021P 2022P EBIT 8.0 21.5 44.3 60.1 63.7 Taxes 2.2 6.0 12.3 16.7 17.7 NOPAT 5.8 15.6 32.0 43.4 46.0 D&A 12.4 14.0 14.9 14.3 15.2 Capex (2.0) (2.3) (2.4) (3.0) (3.2) ∆ in NWC 0.7 0.4 0.8 0.9 1.3 UFCF 16.9 27.7 45.3 55.7 59.3 PV of UFCF 15.5 23.0 34.4 38.6 37.5 DCF Valuation Projected Capital Structure Debt 0.7% Equity 99.3% Beta 0.76 Market Risk Premium 9.7% Risk Free Rate 2.3% Cost of Equity 9.7% Pretax Cost of Debt 2.1% Cost of Debt 1.5% WACC 9.6% WACC Calculation Implied Valuation & Sensitivity Analysis 2.5% 855 541 149 $689.8 Present Value of Future FCF Perpetuity Growth Method Enterprise Value Perpetuity Growth Rate Terminal Value PV of Terminal Value 11.0x 868 549 149 $697.6 Present Value of Future FCF Enterprise Value Exit Multiple Method Exit Multiple Terminal Value PV of Terminal Value Source: Bloomberg, Company Financials, Team Projections
  • 18. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |18 Leveraged Buyout Analysis Source of Funds Amount Percentage LTM Multiple Senior Debt $199.4 46.8% 11.7x Revolver $8.5 2.0% 0.5x Sponsor's Equity $218.4 51.2% 12.8x Total Sources $426.3 100.0% - - - - Transaction Value $404.5 94.9% Beginning Cash Balance $20.0 4.7% Transaction Expenses $1.8 0.4% Total Uses $426.3 100.0% Debt / EBITDA 12.2x Leverage Assumptions $0 $200 $400 $600 $800 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 2017 2018 2019 2020 2021 % Debt % Equity Equity Value LBO Capital Structure Valuation Commentary 0.0 8.7x 9.2x 9.7x 10.2x 10.7x 21.0% $437 $450 $466 $481 $496 23.0% $420 $431 $445 $460 $471 25.0% $403 $414 $426 $440 $452 27.0% $389 $399 $411 $423 $433 29.0% $374 $385 $396 $406 $416 TargetIRR Exit Multiple Exit Multiple Sensitivity Analysis  PEG makes for a strong LBO candidate due to strong free cash flow generation and significant room for growth  With an investment horizon of five years a sponsor can anticipate a 3.1x cash on cash multiple with these assumptions Source: Bloomberg, Company Financials, Team Projections
  • 19. Patterson Education Group |19 Strategic Options
  • 20. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |20 Strategic Acquirers Description Metrics Reasoning Laureate Education offers undergraduate and graduate degree programs to over one million students worldwide with nearly 70 campus-based and online universities. Capella Education Company is an education services holding company that owns Capella University and other assets. Capella University is a pioneer in developing high-quality, professionally aligned online degree programs for adult learners. TTM Revenue $4.24bn Market Cap $2.63bn Laurate Education has an international presence offering college degrees through a similar platform to PEG and can help further develop PEG offerings as well as grow PEG’s top line. TTM Revenue $438mm Market Cap $810mm Capella Education has made two acquisitions to date in the online learning space while also operating other online learning platforms. Capella can help PEG achieve top line growth while furthering PEG’s online and technological capabilities. Acquirer Graham Holdings Company delivers quality products and services to today’s students, viewers, customers and advertisers. Graham owns Kaplan, Graham Media Group, SocialCode as well as promising smaller operations. TTM Revenue $2.51bn Market Cap $3.09bn Graham Holdings has made five acquisitions to date and owns Kaplan as well as other promising education platforms. Graham would allow PEG to better market current offerings as well as further develop product offerings through Kaplan, one of the world’s largest providers of educational services. K12 is an education company that sells online schooling and curriculum to state and local governments. K12 is an alternative to traditional schooling from kindergarten to 12th grade and is paid for from taxes. TTM Revenue $888mm Market Cap $712mm K12 has made four acquisitions to date in the education space. K12 would allow PEG to further develop software and technology furthering top line growth. PEG would pair well with K12’s current offerings and allow K12 to have physical locations. Source: Bloomberg, IBIS World
  • 21. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |21 Strategic Acquirers Description Metrics ReasoningAcquirer Strayer Education is an education services holding company that owns Strayer University. Strayer allows students the opportunity to take classes on campus, online or both. TTM Revenue $449mm Market Cap $993mm Strayer Education operates Strayer University which can help PEG grow their product offering to the adult learner. Operating under a similar platform as PEG, Strayer can also help further develop PEG’s technologies. Bright Horizons is leading provider of early education and preschools, employer-sponsored child care, back- up care, educational advisory services and other work and life solutions. TTM Revenue $1.65bn Market Cap $5.04bn Bright Horizons has acquired four players in the child care space to help expand product offerings. PEG would pair well with Bright Horizon’s current offerings and would allow PEG to expand to new markets. Estacio Participacoes is a Brazil- based educational services provider. Estacio Participacoes focuses on post- secondary education through on- campus and distant learning courses with a focus in business training. TTM Revenue 3.29bn BRL Market Cap 10.05bn BRL Estacio Participacoes has a strong presence in Brazil and would allow PEG to expand their geographical presence and product offering resulting in top line growth. G8 Education is the largest ASX listed child care center operator in Australia. G8 Education provides development and educational child care services. TTM Revenue 785mm AUD Market Cap 1.94bn AUD G8 Education has made two acquisitions to date in the child care and education space. G8 Education companies would pair well with PEG and allow PEG to grow top line growth through international expansion. Virscend Education is a Hong Kong based holding company that operates over five schools ranging from kindergarten to college. They mainly operates in Southwest China through physical locations. TTM Revenue 1.03bn HKD Market Cap 15.44bn HKD Virscend Education is a major player in Southwest China education and would allow PEG to expand internationally in a growing market and increase physical locations. Source: Bloomberg, IBIS World
  • 22. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |22 Financial Sponsors Investment Criteria ReasoningSponsor Investment Range: $100mm - $175mm Preferred EBITDA: $20mm - $50mm Investcorp targets growing business that operate in fragmented industries with the potential to expand internationally or domestically through multiple avenues of growth and cash flow generation. Investcorp holds Nobel Learning Communities in their portfolio and specializes in business services, industrials and consumer products. Investment Range: $20mm - $200mm Brentwood Associates looks to invest in proven and differentiated consumer-focuses businesses with defining brands and high customer loyalty, significant potential growth in multiple channels and strong company cultures. Brentwood has an area of focus in education and currently holds Excelligence Learning, ClassWallet and The Teaching Company in their portfolio. Investment Range: $5mm - $40mm Preferred EBITDA: Over$2mm Preferred Revenue: Over $10mm Boathouse Capital doesn’t invest in turnaround situations but rather with already excelling companies that have high growth and room for margin improvement. Boathouse Capital has experience in the education industry with Atomic Learning and MIS Training Institute in their portfolio. Investment Range: $10mm - $25mm Sterling Partners seeks to create value by investing in transformational growth. Sterling Partners Education Opportunity Fund was launched to help promote a more purposeful path for students. In the Education Opportunity Fund Sterling currently holds NRCCUA, Panopto and Amerigo. Investment Range: $10mm - $100mm Leeds Equity Partners is a pioneer in investing in the knowledge sector. The firm invests in established companies that address high stakes challenges, have differentiated products and services, provide measurable outcomes, and have minimal intermediation by third parties. Their current holdings include Campus Management, Knowledge Factor, and past include Nobel Learning Communities. Source: Bloomberg, IBIS World
  • 23. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |23 Financial Sponsors Investment Criteria ReasoningSponsor Investment Range: $10mm - $40mm Preferred EBITDA: $5mm - $30mm Gauge Capital seeks to invest in the services sector of the economy. Their primary aim is long-term, sustainable value creation through transformational change as well as organic and strategically acquired growth. Gauge has experience in the education services industry and currently holds eDynamic Learning and Teachers of Tomorrow. Investment Range: $10mm - $50mm Preferred EBITDA: $4mm - $15mm Preferred Revenue: $25mm - $250mm Clearlight Partners looks to invest in a variety of industries including industrials, business services, consumer products, healthcare and education. Clearlight invests in companies operating in industries with tailwinds propelling future growth. Clearlight once held U.S. Education Corporation in their portfolio where U.S. Education grew into a leading career education company. Investment Range: $5mm - $30mm Preferred EBITDA: $4mm - $15mm Preferred Revenue: $5mm - $20mm Education Growth Partners is dedicated to high potential education companies that offer compelling solutions to unmet needs in education. The Education Growth Partners team is composed of investors who have a passion for education. Education Growth Partners holds eScholar, The Gordian Group and Apex Learning in their portfolio. Investment Range: $150mm - $800mm Providence Equity’s objective is to build extraordinary companies that will shape the future of the media, communications, education and information industries and will create attractive returns for our investors. The firm currently holds ten education company's including AcadeMedia, Archipelago Learning, Blackboard, and NACE Schools. Investment Range: $15mm - $70mm Preferred EV: Less than $250mm Primus is a growth-oriented firm focused on investing in leading healthcare, software, and technology-enabled companies with a specific focus in education technology. Primus is invested in the education space currently holding American Institute. Source: Bloomberg, IBIS World
  • 24. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |24 Market Overview Market Median EV/EBITDA 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 EV/EBITDA M&A Market Volume & Value Market Commentary  The market for M&A activity has remained stagnant over the past year  Valuations for middle market companies have recently shown static growth  The education market for M&A transactions has seen growth in value and number of transactions 0 200 400 600 800 1,000 1,200 1,400 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 Volume DealVaule Deal Volume Aggregate Deal Volume Education Market Dynamics 0 20 40 60 80 100 120 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 DealVolume DealValue Deal Value # of Deals Source: Bloomberg, IBIS World
  • 25. Patterson Education Group |25 Final Thoughts
  • 26. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |26 Final Thoughts  Sale to a sponsor offers PEG optimal benefits  PEGs strong management team is more likely to be retained  Possibility for synergies with other portfolio companies  PEG can continue to focus on their high growth implementation strategy Strategic vs. Sponsor Final Recommendation  We recommend PEG pursues a sale to Providence Equity  Familiarity within education services industry in regards to previous and current portfolio companies  Combined with technological and international portfolio companies, PEG could encounter important synergies and international growth opportunities  Implied valuation range 490mm – 550mm $300 $350 $400 $450 $500 $550 $600 $650 $700 $750 DCF - Exit Multiple (5 New Schools) DCF - Perpetuity Method (5 New Schools) DCF - Exit Multiple (10 New Schools) DCF - Perpetuity Method (10 New Schools) Comparables - 2017E Adjusted EBITDA Comparables - 2017E Revenue Precedents - 2017E Adjusted EBITDA Precedents - 2017E Revenue Leveraged Buyout (0 New Schools) ($ in millions) Football Field Analysis Source: Bloomberg, Team Projections
  • 28. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |28 Pro Forma Income Statement Estimated 2015 2016 2017 2018 2019 2020 2021 2022 Revenue $118.5 $156.4 $195.8 $242.2 $278.2 $328.4 $362.9 $384.7 Direct Costs 39.8 53.6 64.6 90.1 103.7 121.5 133.0 142.3 Indirect Costs 58.3 77.9 96.3 99.2 101.4 105.3 110.1 115.4 Corporate Overhead 18.1 21.7 25.3 32.5 37.6 42.4 45.4 48.1 Depreciation & Amortization 6.3 8.8 11.1 12.4 14.0 14.9 14.3 15.2 EBIT ($4.0) ($5.6) ($1.5) $8.0 $21.5 $44.3 $60.1 $63.7 Interest Expense - - - - 5.4 5.4 5.4 5.4 5.4 5.4 Corporate Taxes (1.1) (1.6) 1.1 3.7 7.5 13.8 18.2 19.2 Net Income ($2.9) ($4.1) ($2.6) $4.3 $14.1 $30.5 $41.9 $44.5 Depreciation & Amortization $6.3 $8.8 $11.1 $12.4 $14.0 $14.9 $14.3 $15.2 Capital Expenditures 4.9 7.5 8.0 2.0 2.3 2.4 3.0 3.2 EBITDA $2.3 $3.2 $9.6 $20.4 $35.5 $59.2 $74.4 $78.9 New School Development Addback $3.8 $5.0 $4.4 - - - - - - - - - - Other Addbacks 4.1 3.1 3.0 2.9 1.1 1.1 1.1 1.1 Adjusted EBITDA $10.2 $11.3 $17.0 $23.3 $36.6 $60.3 $75.5 $80.0 Growth Analysis Revenue 32.0% 25.2% 23.7% 14.9% 18.0% 10.5% 6.0% EBITDA 39.3% 205.1% 112.0% 73.8% 66.7% 25.7% 6.0% Adjusted EBITDA 10.7% 51.3% 37.0% 57.0% 64.7% 25.2% 5.9% Margin Analysis EBITDA 1.9% 2.0% 4.9% 8.4% 12.8% 18.0% 20.5% 20.5% Adjusted EBITDA 8.6% 7.2% 8.7% 9.6% 13.2% 18.4% 20.8% 20.8% D&A 5.4% 5.7% 5.7% 5.1% 5.0% 4.5% 3.9% 4.0% Capital Expenditures 4.1% 4.8% 4.1% 0.8% 0.8% 0.7% 0.8% 0.8% NWC (8.1%) (8.4%) (21.1%) (16.8%) (14.5%) (12.0%) (10.6%) (9.7%) EBIT (3.4%) (3.6%) (0.7%) 3.3% 7.7% 13.5% 16.6% 16.6% Cost of Sales Direct Costs 33.6% 34.3% 33.0% 37.2% 37.3% 37.0% 36.6% 37.0% Indirect Costs 49.2% 49.8% 49.2% 41.0% 36.4% 32.1% 30.3% 30.0% Corporate Overhead 15.3% 13.9% 12.9% 13.4% 13.5% 12.9% 12.5% 12.5% Tax Rate 27.8% 27.8% 27.8% 27.8% 27.8% 27.8% 27.8% 27.8% Average Interest Rate - - - - 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% Historical Projected Source: Company Materials, Company Financials
  • 29. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |29 Pro Forma Balance Sheet Estimated 2017E 2018P 2019P 2020P 2021P 2022P Assets Cash and Cash Equivalents $35.3 $50.0 $51.6 $95.4 $149.6 $207.4 Restricted Cash 4.4 4.4 4.4 4.4 4.4 4.4 Accounts Receivable 11.9 14.7 16.9 23.4 27.5 32.6 Short-Term Investments 1.3 1.3 1.3 1.3 1.3 1.3 Other Receivables 8.6 10.7 10.7 10.7 10.7 10.7 Prepaids 4.3 5.3 5.3 5.3 5.3 5.3 Total Current Assets $65.8 $86.4 $90.2 $140.5 $198.8 $261.7 Net Property, Plant & Equipment $61.8 $51.4 $39.7 $27.2 $15.9 $3.9 Goodwill 6.3 6.3 6.3 6.3 6.3 6.3 Intangible Assets 12.2 12.2 12.2 12.2 12.2 12.2 Other Long-Term Assets 5.5 5.5 5.5 5.5 5.5 5.5 Total Other Assets $85.8 $75.4 $63.7 $51.2 $39.9 $27.9 Total Assets $151.6 $161.8 $153.9 $191.7 $238.7 $289.6 Liabilities & Equity Accounts Payable $1.5 $1.9 $2.2 $2.6 $2.9 $3.1 Other Accrued Expenses 14.5 17.4 18.4 21.3 22.9 24.2 Other Current Liabilities 6.1 6.8 7.0 8.2 8.3 8.8 Customer Deposits 2.4 3.3 4.1 5.3 6.9 9.0 Current Lease Allowance 2.3 2.9 2.9 3.3 3.6 4.1 Deferred Revenue 44.1 45.3 45.6 46.6 47.9 49.6 Total Current Liabilities $70.9 $77.6 $80.2 $87.4 $92.5 $98.9 Bank Revolver $25.3 $24.6 - - - - - - - - Deferred Tax Liability 3.4 3.4 3.4 3.4 3.4 3.4 Capital Leases and Other 31.1 31.1 31.1 31.1 31.1 31.1 Total Liabilities $130.7 $136.6 $114.7 $121.9 $127.0 $133.4 Total Member's Equity $20.8 $25.1 $39.2 $69.7 $111.6 $156.1 Total Liabilities and Equity $151.5 $161.7 $153.8 $191.6 $238.6 $289.5 Projected Source: Company Materials, Company Financials
  • 30. Executive Summary Industry Dynamics Company Overview Valuation Strategic Options Final Thoughts Appendix |30 Pro Forma Statement of Cash Flows 2018 2019 2020 2021 2022 NetEarnings $4.3 $14.1 $30.5 $41.9 $44.5 Depreciation&Amortization 12.4 14.0 14.9 14.3 15.2 ∆inWorkingCapital 0.7 0.4 0.8 0.9 1.3 CashFromOperatingActivities $17 $28 $46 $57 $61 CapitalExpenditures (2.0) (2.3) (2.4) (3.0) (3.2) CashFromInvestingActivities ($2) ($2) ($2) ($3) ($3) ∆ inRevolver (0.7) (24.6) -- -- -- CashFromFinancingActivities ($0.7) ($24.6) -- -- -- ∆inCash $14.7 $1.6 $43.8 $54.2 $57.8 BeginningCash $35.3 $50.0 $51.6 $95.4 $149.6 EndingCash 35.3 50.0 51.6 95.4 149.6 207.4 Projected Source: Company Materials, Company Financials