- New Mountain Partners and co-investor DB Capital Partners, the private equity arm of Deutsche Bank A.G., to purchase $150 million in convertible preferred securities.
- Company to self-tender for up to 8.5 million shares at $25.00.
- Robert S. Silberman named new CEO; Ron K. Bailey to retire, agrees to tender 7.2 million shares and vote for transaction.
WASHINGTON, DC, November 29, 2000 - Strayer Education, Inc. (Nasdaq: STRA) and an investment group led by New Mountain Capital, LLC, a New York-based private equity investment firm, have signed a definitive agreement whereby New Mountain Partners and its co-investor DB Capital Partners, the private equity arm of Deutsche Bank A.G., will make a significant investment of $150 million in Strayer Education, Inc. (the Company). Following the completion of the transaction, Robert S. Silberman, the former President and Chief Operating Officer of CalEnergy Company Inc. and former Assistant Secretary of the Army, will be named President and Chief Executive Officer of Strayer Education, Inc. Scott W. Steffey, former Vice Chancellor of the State University of New York system, will be named Executive Vice President and Chief Operating Officer. Steven B. Klinsky, Founder and Chief Executive Officer of New Mountain Capital, LLC will be named non-executive Chairman of the Company's Board of Directors.
Under the terms of the agreement approved Tuesday by the Company's Board of Directors, New Mountain Partners and DB Capital Partners will purchase $150 million of convertible preferred shares from Strayer Education, Inc., with a weighted average coupon of 5% and conversion price of $26.00. The Company will use the $150 million, along with approximately $62.5 million of cash on hand, in a self-tender at $25.00 per share. The Company will purchase up to 8.5 million shares of the approximately 15.5 million outstanding shares of the Company. All shareholders will have the opportunity to participate pro rata in the tender. As part of the agreement, Ron K. Bailey will tender 7.2 million of his 8.2 million shares. The Company will incur no debt from this transaction. The transaction is subject to satisfaction of certain closing conditions, including shareholder and regulatory approvals. It is expected that the transaction will close in escrow and the self-tender will be commenced during the first quarter of 2001, and final regulatory approvals will be received in the second quarter of 2001.
Ron K. Bailey, the Company's current President and Chief Executive Officer, stated, "We believe that the investment team led by New Mountain is the best opportunity to maximize shareholder value. I fully support this transaction, and I have agreed to vote my shares in favor of it. The New Mountain transaction solves the three key issues facing Strayer today: a long term plan to accelerate Strayer's growth, the need for management succession, and the need to resolve the uncertainty regarding the long term ownership of the Company." Mr. Bailey and his wife own 52% of the outstanding shares of the Company. Mr. Bailey will retire as CEO as part of the transaction.
Steven B. Klinsky, Founder and Chief Executive Officer of New Mountain Capital, stated, "New Mountain's strategy is to work closely with a handful of the best, middle market companies and to build major, rapidly growing enterprises in the most important industries. We believe that Strayer has the potential to be an outstanding platform for growth in the $230 billion postsecondary education field."
Robert S. Silberman commented, "At CalEnergy, we built significant shareholder value through a combination of accelerated organic growth and a small number of carefully integrated, strategic acquisitions. We hope to achieve a similar strategy and success at Strayer. Strayer's high quality education product, its focus on working adults, its regional leadership, its rapidly growing online presence, its skilled existing management team, its high and sustainable margins, and its exceptional cost controls provide the raw material with which to create long term value for all shareholders."
Scott W. Steffey commented, "During my tenure as Vice Chancellor of the 400,000 student State University of New York, enrollment increased by gaining market share from approximately 28% of all New York high school students to approximately 40%. I believe that Strayer also has untapped potential to build its base, and I look forward to working with Strayer's outstanding management to accelerate Strayer's enrollment growth, both in its physical campuses and online."
About Strayer Education
Strayer Education, Inc. is the holding company for Strayer University. The University, founded in 1892, offers graduate and undergraduate degree programs focusing on business and information technology to more than 12,000 students at fourteen campuses in Washington, D.C., Virginia, and Maryland. The University, accredited by the Commission on Higher Education of the Middle States Association of Colleges and Schools, also offers on-line courses via the Internet through Strayer Online. Additionally, the University contracts with corporations and government agencies to provide training for employees of these organizations.
Donald R. Stoddard, President of Strayer University, stated, "I and the rest of the Strayer operating team, have had the opportunity to get to know New Mountain, Rob, and Scott. They are the right people at the right time for the Company. Their leadership will help us to improve and expand this very successful University."
About New Mountain Capital
New Mountain Capital is a private equity firm seeking long-term capital appreciation through direct investment in management buyouts, growth equity transactions, and leveraged acquisitions. New Mountain Partners is a private equity fund sponsored by New Mountain Capital. New Mountain has a particular investment focus on high growth industries. Mr. Klinsky, New Mountain's Founder and CEO, was a general partner of Forstmann Little & Co. from 1986-1999.
About DB Capital Partners
DB Capital Partners is the global merchant banking affiliate of Deutsche Bank AG. With operations in North America, Europe, Asia, and Latin America, DB Capital Partners draws on the substantial global resources of its parent company and affiliates, including Deutsche Bank Securities and Deutsche Banc Alex Brown. DB Capital Partners invests over $1 billion annually in all manner of financial transactions including growth financings, recapitalizations, and leveraged buyouts, with a particular emphasis on industry sectors where DB Capital Partners or its affiliates have significant expertise.
This release contains statements that are forward looking. They are based on the Company's current expectations and are subject to a number of known and unknown risks. The Company's actual results may differ materially. The known and unknown risks include the pace of growth of student enrollment, continued compliance with Title IV of the Higher Education Act, and the economic environment. Further information about these and other relevant risks and uncertainties may be found in the Company's annual report on Form 10-K and its other filings with Securities and Exchange Commission, all of which are available from Commission and from the Company's worldwide web site at www.strayeredu.com, as well as from other sources. The foregoing information concerning Strayer Education, Inc. represents our outlook only as of the date noted above, and we undertake no obligation to update or revise any forward looking statements, whether as a result of new developments or otherwise.