Washington, DC -- August 29, 2017. EAB, a best practice business serving the education industry, announced today that its parent company, The Advisory Board Company, has entered into a definitive agreement to sell EAB to Vista Equity Partners, a leading investment firm focused on investing in software, data and technology-enabled businesses. At the closing of the transaction, EAB will separate from The Advisory Board Company and become a standalone company focused solely on education.
David L. Felsenthal, President of The Advisory Board Company and incoming CEO of EAB, commented, "In our first decade, EAB has grown to serve more than 1,200 institutions with an outstanding suite of products and services rooted in best practice. Through these solutions and the hard work of our employees, EAB has a proven track record of helping our members elevate student outcomes, meet enrollment goals, and improve organizational performance."
Mr. Felsenthal continued, "The milestone announced today is the next phase in our evolution as a business and will allow us to further enhance our innovative solutions, member impact, and growth, as well as create new professional opportunities for our dedicated staff. Like EAB, Vista is deeply committed to a best practice philosophy, and we are excited to have their expertise and support as we move forward as an independent firm."
"The EAB team has built a superb company by creating proven products that address education's most pressing problems," said Robert F. Smith, Founder, Chairman and CEO of Vista Equity Partners. "Its scalable platforms, diverse member base and unique positioning as a trusted partner within the education sector make it an excellent fit for our portfolio."
EAB is a best practice firm dedicated to helping schools, colleges, and universities fulfill their missions and enable all students to succeed. First, EAB forges and finds best practices to address education's top challenges with research forums for key academic and administrative leaders. Then, EAB experts work alongside administrators, advisors, faculty, and students to hardwire those insights with technology and services, including the firm's Student Success Management System and enrollment division, Royall & Company.
About Vista Equity Partners
Vista Equity Partners, a U.S.-based investment firm with offices in Austin, San Francisco, Chicago, and Oakland with more than $30 billion in cumulative capital commitments, currently invests in software, data and technology-enabled organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista's investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For more information, please visit www.vistaequitypartners.com.
Additional Information About the Transaction
In connection with the sale of EAB to Vista Equity Partners, The Advisory Board Company has entered into a definitive merger agreement with Optum, under which, after the consummation of the sale of EAB, Optum will acquire all of the outstanding shares of common stock of the Company pursuant to a merger. For transaction details, please see The Advisory Board Company news release
The sale of EAB to Vista is expected to close by the end of 2017 or in early 2018 and is subject to the satisfaction or waiver of customary closing conditions, including U.S. antitrust clearance. In addition, The Advisory Board Company's obligation to close the sale of EAB is subject to the satisfaction of the closing conditions under the merger agreement with Optum. The sale of EAB is not subject to a financing condition and does not require the approval of the stockholders of The Advisory Board Company.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes "forward-looking statements" as defined under U.S. federal securities laws about the proposed transaction. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "plan," "project," "should," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements are based on current plans, estimates and expectations that are subject to risks and uncertainties. We caution that actual results could differ materially from expected results, depending on the outcome of certain factors, including (i) the failure to satisfy the conditions to the completion of the transactions, including the sale of The Advisory Board Company's education business to Vista Equity Partners, approval of the proposed merger by The Advisory Board Company's stockholders and the receipt of regulatory approvals on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or the education purchase agreement; (iii) there may be a material adverse change regarding The Advisory Board Company or its health care business or its education business, (iv) the failure to complete or receive the anticipated benefits from the transactions; (v) operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected; (vi) the retention of certain key employees at The Advisory Board Company; (vii) the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the arrangement; (viii) risks related to diverting management attention from ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against UnitedHealth Group, Optum, The Advisory Board Company or Vista Equity Partners related to the transactions; (x) there may be changes in economic conditions, financial markets, interest rates, political conditions or changes in federal or state laws or regulations; (xi) there may be changes in the market price of Evolent Health, Inc.'s Class A common stock; and (xii) the other factors relating to UnitedHealth Group and The Advisory Board Company discussed in "Risk Factors" in their respective Annual Reports on Form 10-K for the most recently ended fiscal year, and in their other filings with the Securities and Exchange Commission (SEC), all of which are available at http://www.sec.gov. None of The Advisory Board Company, UnitedHealth Group or Vista Equity Partners assume any obligation to update or revise this communication as a result of new information, future events or otherwise, except as otherwise required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where to Find It
The proposed merger will be submitted to the stockholders of The Advisory Board Company for their consideration. This communication may be deemed to be solicitation material in connection with the proposed merger. The Advisory Board Company and UnitedHealth Group intend to file materials relevant to the proposed merger with the SEC, including The Advisory Board Company's proxy statement on Schedule 14A. This communication is not a substitute for the proxy statement or any other document that The Advisory Board Company may send to its stockholders in connection with the proposed merger. BEFORE MAKING ANY VOTING DECISIONS, THE ADVISORY BOARD COMPANY'S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE PROXY STATEMENT FOR THE PROPOSED MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Copies of the proxy statement and other relevant materials, when filed, will be available free of charge on the SEC's web site at http://www.sec.gov or on The Advisory Board Company's website at http://investors.advisoryboardcompany.com/Docs/.
Participants in Solicitation
The Advisory Board Company and its directors and executive officers are deemed to be participants in the solicitation of proxies from stockholders of The Advisory Board Company in connection with the proposed merger.
Information about The Advisory Board Company's directors and executive officers and their ownership of The Advisory Board Company's common stock can be found in its Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 16, 2017, in its Definitive Proxy Statement for its 2017 Annual Meeting of Stockholders filed with the SEC on April 21, 2017 and on The Advisory Board Company's website at https://www.advisoryboardcompany.com/.
Investors may obtain additional information regarding the interest of such participants by reading the proxy statement and other materials to be filed with the SEC in connection with proposed merger when they become available.