A Third Shareholder of Instructure Says the Board Didn’t Act in the Company’s Best Interest

IBL News | New York

A third shareholder of Instructure (NYSE: INST) – the publicly traded maker of Canvas LMS – announced on Wednesday its intention to vote against the $2 billion plan to sell to private equity firm Thoma Bravo.

In a letter addressed to two Instructure board members (Buzz Waterhouse and Steven Collins), Oberndorf Enterprises details its concerns with the sale process and some conflicts of interest involving key members of the board and management team.

San Francisco-based Oberndorf Enterprises, which holds about 6% of the shares of Instructure, recommends the appointment of an independent special committee, with newly chosen legal and financial advisors.

“The committee should thoroughly review the details of the sale process to date, fully disclose to shareholders all the clear milestones and target dates focused on profitability and growth, and devote full time and attention to all the Company’s strategic alternatives,” added Oberndorf Enterprises.

The opposition is similar to Rivulet Capital’s (5%) and Praesidium Investment Management’s (7.5%) view.

They all defend that the $2 billion deal – which is about six times Instructure’s expected 2020 revenue – undervalues Instructure.


IBL News, Dec 13: A Second Shareholder Announces It Will Vote Against Instructure’s Proposed Deal
IBL News, Dec 5: A Large Investor Opposes Instructure’s Plan to Sell for $2 Billion
More News About Instructure


MIT Executive Vice President and Treasurer Steps Down, Reif Announces by Surprise

IBL News | New York

Israel Ruiz, Executive Vice President and Treasurer at MIT, will surprisingly step down in 2020. The announcement was made yesterday by President L. Rafael Reif himself in a letter to MIT faculty and staff.

No indications about the motives were provided by Mr. Reif. It is unknown whether or not the resignation is related to Epstein’s donation scandal, given the financial position of Israel Ruiz at the MIT Corporation since 2011.

The resignation comes in a time when MIT is reviewing its engagement practices with gifts and grants. Additionally, the final report on the investigation of Epstein’s donation is to be expected soon—which was conducted by the law firm Goodwin Procter.

Ruiz expects to transition out of his role at MIT during the spring semester, MIT News reported.

In his letter to the community, President Reif indicated that he will work in the coming months with members of Ruiz’s senior team — including the Vice President for Finance, Glen Shor and the Vice President for Campus Services and Stewardship, Joe Higgins — to determine how to best allocate Ruiz’s responsibilities.

Israel Ruiz explained his departure this way: “Considering the accomplishments of the last decade and my career at MIT, I’ve been contemplating a change over the last couple of years. I feel it is time for me to focus firsthand on opportunities that accelerate innovation in the way this community has inspired me to do.”

President Reif praised Ruiz’s work, fully avoiding any connection to the funding and donations practices at MIT. “His efforts have transformed many aspects of our campus to better serve and support the MIT community. Since my earliest days as provost, he has been among my most important advisors.”


MIT NewsIsrael Ruiz to step down as MIT’s executive vice president and treasurer

Pearson Pushes Out His CEO After a Dramatic Tenure Full of Sales and Job Cuts

Mikel Amigot | IBL News, New York

Pearson –the world’s largest ed company with a $6.6 billion market value– announced yesterday its CEO John Fallon, 57, will step down in 2020 after a successor is appointed. Sidney Taurel, 70, Chairman, is leading the search for the next CEO.

John Fallon’s departure comes just three months after a severe profit warning that knocked the company’s confidence in the transition into digital products, decreasing its market value by a fifth.

It will mark the end of a dramatic seven-year tenure for Fallon, whom after succeeding Marjorie Scardino in 2013 cut costs and jobs (16,000 over the past six years.) while gradually selling important assets, such as Penguin, Financial Times, and a stake in The Economist.

[In addition, Pearson said yesterday that it will sell its remaining stake in Penguin Random House to Bertelsmann for $675 million. Pearson sold a 22 percent stake back in 2017.]

Stocks in Pearson (PSON) rose yesterday 1.7 percent on the London Stock Exchange after the news of his resignation. Pearson needs to show investors that difficulties in the US business are transitory rather than structural, according to some analysts.

The value of Pearson’s stock has dropped by 57 percent since 2013. Most recently, the company warned investors that its U.S. textbook sales for 2019 would be weak. During Fallon’s time in charge, Pearson has had six profit warnings to shareholders.

“We’re now at the stage where it’s time to transition to a new leader, who can bring a fresh perspective,” Fallon said in a prepared statement.

Marjorie Scardino, who lead Pearson for 16 years, turned Pearson into a behemoth, managing more than two dozen acquisitions. Fallon’s job was to restructure the company by removing legacy parts and reorienting the company into digital learning services.

It seems that shareholders have finally lost their patience with Fallon. It’s the end of an era.

IMS Releases Its New QTI Interoperability Standard For Online Assessments

IBL News | New York

The IMS Global Consortium announced yesterday the release of the new QTI (Question and Test Interoperability) 3.0 tool, which allows interoperating online tests and assessments on vendor delivery platforms.

Advancements in this version include full support for HTML5, support via Portable Custom Interactions (PCI), and a shared vocabulary for standard presentation, including CSS, among other features.

“QTIQTI 3.0 is yet another breakthrough enabling the most advanced assessment techniques to be fully accessible, provide actionable and timely data, and meet the full range of formative and summative needs,” said Dr. Rob Abel, CEO at IMS Global Learning Consortium.

A conversion tool to move QTI 2.x content to QTI 3.0 and a reference implementation delivery platform are forthcoming.

The QTI 3.0 workgroup is led by ETS, Pearson, OAT, NWEA, ACT, and Houghton Mifflin Harcourt, with the support of other suppliers and institutions.

QTI has made an impact on digital assessment since its inception. Pearson has used QTI 2.x/APIP in the development of 31 million items in curriculum products, district interim assessments, and items for homeschooling.

“Requiring vendors to become IMS certified for QTI has helped Maryland move to 100% online testing, as accessibility supports for text-to-speech, American Sign Language, and closed captioning for online videos ensure that all students can participate in online assessments,” said James Dale Cornelius, Chief Information Office, Maryland State Department of Education.

“The ability to efficiently migrate a state’s assessment assets, including stimuli, questions, scoring information, and accessibility features, across or between vendor delivery platforms and know that the functionality and scoring information will not change creates a more reliable measure of student knowledge and skills,” explained Dawn Cameron, Specialty and Technical Innovations, Statewide Assessment, Minnesota Department of Education.

OER, Rental and Subscriptions Push College Textbooks’ Business to a Further Decline


IBL News | New York

College students are increasingly taking advantage of the lower-cost digital textbooks, rental and subscription programs, and OER (open educational resources).

As a result of it, the average student spending on textbooks and course materials continued to decline during the fall semester of 2019, dropping 23 percent compared to the same term last year, according to research firm Student Monitor.

The average learner spent $205 to buy or rent course materials during the fall term, down from $265 for the 2018 fall term.

Spending on learning materials has consistently declined over the past five years. A recent report from Student Watch (funded by the National Association of College Stores) showed a drop of 35 percent. The new data is part of a multi-year trend.

Student Watch’s methodology involved a survey of more than 20,000 students across 42 institutions.

“When it comes to acquiring course materials students have more choice – and more affordable alternatives – than ever, including rental options for both print and digital materials, loose-leaf versions and creative new distribution models such as inclusive access and subscription services,” explained Kelly Denson, Senior Director, Education Policy and Programs at AAP (Associations of American Publishers)


Stanford GSB Launches the Most Sophisticated Online Certificate Program Ever… At a Price!

IBL News | New York

Stanford Graduate School of Business (Stanford GSB) will launch a new model for online executive learning, intended for highly qualified students, beginning in March 2020.

It will integrate self-paced learning, shared teamwork, real-time class discussions, along with ongoing feedback from faculty, live-streamed events and access to Silicon Valley leaders.

The goal of Stanford GSB is to recreate the intimate and academically rigorous experience found on-campus experience in an interactive online environment.

At a cost costs of $19,000, the Stanford LEAD Online Busines program will deliver over 200 hours of content and faculty engagement. The first cohort will gather a hundred students.

“Participants will engage with a select cohort of peers, collaborate on projects, interact directly with coaches and faculty, and gain insights from successful global leaders,” Peter DeMarzo, Faculty Director for Educational Technology at Stanford GSB, said.

The certificate program will include three foundational courses:

  • Financing Innovation: The Creation of Value
  • Critical Analytical Thinking
  • Strategic Leadership

The program is designed to be completed within a year, at a pace of two courses per quarter (9 courses in total), with participants investing approximately five to ten hours per week.

Among the technologies, Stanford GSB will use NovoEd as its LMS, mainly to enable team-based projects and collaboration.

The school also will offer Stanford Ignite, a live, blended nine-week, part-time program using high-definition video conferencing in six innovation hubs around the world including Bangalore, Beijing, Paris, New York, Santiago, Chile, and Stanford.


Program Overview Video:

Only 9% of Faculty Prefers to Teach an Online Class; 73 % Chooses a Face-to-Face Environment

IBL News | New York

Why is faculty so opposed to digital learning?

Even with increased online course offerings, only 9% of faculty said they prefer to teach a class that is mostly or completely online. About half (51%) prefer to teach courses that are blended, i.e., face-to-face with some use of the online learning environment. And 73% prefer a teaching environment that is either completely or mostly face-to-face.

This finding was revealed by the “2019 Study of Faculty and Information Technology” developed by the Educause Center for Analysis and Research (ECAR). This research, posted this past Monday, draws on survey data from more than 9,500 faculty across 119 US institutions. [Full Report, PDF]

According to the study, faculty still want to see the faces of their students, but they also want to use the online learning environment to do more mundane tasks, such as distributing syllabi. As we found in 2017, previous teaching experiences continue to influence preferences for current teaching environment.

Among faculty, Baby Boomers and members of Gen X, were twice as likely as millennial instructors to prefer teaching fully online. Due to their experience and tenure status, older professors may have more freedom to experiment with new kinds of instructional tools and formats.

Other key findings are:

  • Many faculty aren’t using online student success tools, but when they do use them, a majority find them at least moderately useful.
  • Faculty satisfaction with their overall technology experience has declined slightly. When faculty have good or excellent experiences with IT support services, their overall technology experience is good or excellent.
  • Faculty give high ratings to support services for accessibility technology when they use them.


As for recommendations, Educause provides clear guidance to engage faculty to embrace technology:

  • Promote benefits and strategies for engaging in online teaching through mentoring and the creation of sustainable learning communities. Academic departments need to consider changes to their tenure requisites to reward faculty who choose to engage in course development and online instruction. Faculty report strong preferences for face-to-face learning environments, but with increasing offerings and enrollments in online classes, institutions need to provide professional development to faculty who have the interest and skills to teach online.


  • Communicate to faculty and students the benefits of advising technologies. Gain buy-in by understanding faculty needs and advising processes, and integrate these technologies into existing software platforms.


  • Increase awareness among IT support services staff that quality services for faculty contribute to faculty’s overall ratings of their technology experiences. IT support staff are first responders to faculty technology issues and can make a real difference in faculty experiences. Ensuring faculty satisfaction in using remote-access software is an area where IT support services can improve faculty technology experiences. In addition, engagement with help desk services is associated with faculty’s overall satisfaction with technology experiences at their institution.


  • Facilitate faculty professional development on integrating technology into teaching. Promote professional development for faculty on effectively incorporating mobile technologies into their classrooms. Bans on all technology devices in the classroom will likely decrease student engagement. These bans disproportionately affect minority students and students with disabilities needing accommodations. Quash the “devices in the classroom” debate by leveraging mobile technologies in students’ hands to increase engagement and learning.


  • Increase faculty awareness of student needs and accessibility support services, particularly among non-AA institutions. Disability disclosure rates remain low among students, limiting faculty awareness and ability to address accessibility needs in the classroom. When faculty use accessibility support services, however, they report high levels of satisfaction with those services.


EdCast Raises $35 Million in Funding to Expand Its Platform

IBL News | New York

EdCast, a Mountain View, California – headquartered provider of corporate learning software and content, announced yesterday the close of funding round of $35 million in Series D.

Avathon Capital, formerly known as Sterling Partners’ Education Opportunity Fund, led the round. National Grid Partners, State Street Global Advisors, and REV Venture Partners participated, as well.

Founded in 2013, EdCast uses the Open edX – based software as a part of its corporate training platform.

EdCast claims to host two million paid users, including employees from Hewlett Packard and the World Economic Forum.

According to a statement released on Thursday, “EdCast will use this latest funding round to continue expanding its Knowledge Cloud, Content Marketplace, and MyGuide product offerings.”

Other start-ups with a corporate learning focus have raised significant amounts of funding this year. OpenSesame obtained $28 million, while 360Learning raised $41 million and GO1, $25 million.

A Second Shareholder Announces It Will Vote Against Instructure’s Proposed Deal

IBL News | New York

After Rivulet Capital, a second large shareholder announced this Thursday that it will vote against Instructure’s plan to sell itself to private equity firm Thoma Bravo, citing a rushed process and potential conflicts of interest.

The New York-based Praesidium Investment Management, which owns 7.5% of Instructure, became the second big investor to speak out against the $2 billion deal. They believe that the proposed transaction significantly undervalues the company behind Canvas -the leading LMS in higher education in the U.S- with a market share of 38%.

This move might endanger the success of the transaction.

“Due to our growing concerns over the potentially flawed and conflicted process and the resulting bid that we feel undervalues the Company, Praesidium believes the proposed deal is not in the best interests of shareholders and intends to vote against the deal as it is currently presented,” Praesidium’s two founders wrote on a letter to Instructure’s board on Thursday.

“We have heard deeply concerning reports that CEO Dan Goldsmith has expressed to shareholders his unwillingness to work for certain potential acquirers, which means he may have put his own interest ahead of Instructure shareholders.”

Praesidium hedge fund also voiced concern over potential conflicts of interest involving Instructure’s Chief Executive and said board member Kevin Thompson had “significant dealings with Thoma Bravo” in his role as president and CEO of SolarWinds Inc.

Three weeks ago, Kevin Oram, Praesidium’s Co-Founder and Managing Partner, said that selling Bridge –Instructure’s unprofitable employee development platform– would unlock the value of Canvas, which he estimated to be worth $2.5 billion.

This is the full text of Praesidium’s letter to the Instructure Board of Directors:

Praesidium Investment Management Company, LLC (“Praesidium,” “the firm” or “we”), on behalf of its clients, owns approximately 2.9 million shares of Instructure, Inc. (the “Company” or “Instructure”), representing approximately 7.5% of the Company’s outstanding shares.

As a significant shareholder of the Company, we are writing this letter to express our serious concerns with the proposed sale of Instructure to affiliates of a fund managed by Thoma Bravo, LLC (“Thoma Bravo”) for $47.60 per share in cash pursuant to an Agreement and Plan of Merger that was approved by you, the members of the Instructure Board of Directors (the “Board”), which we believe significantly undervalues the Company.  Not only does the proposed offer represent a more than 10% discount to Instructure’s closing share price of $52.96 on December 3, 2019, the day before the deal was announced, but we have many reasons to believe the Board did not undertake a full and fair sales process to ensure that shareholders receive maximum value for their investment.  We believe the process was rushed, lacks transparency and is potentially riddled with conflicts of interest, among other concerns.

We take our fiduciary duty to our clients extremely seriously and we are expressing our concerns to you (and publicly) in hope of illuminating and ultimately rectifying what we believe is a possible injustice to them and other shareholders.

As you are aware, Praesidium has been an investor in Instructure and has been constructively engaged with the Company and the Board for almost a year. Prior to and during this period, the Praesidium team spent countless hours analyzing Instructure’s financials, its competitive positioning and the broader education market.  Our original and ongoing work has led us to believe, and we continue to believe, that the Company’s education business is a unique and valuable asset.  Canvas’ technology is best-in-class resulting in high competitive win rates and near-perfect customer retention.  This has allowed Canvas to garner close to 38% share in the US higher education market. The continued runway in the US and abroad should allow Canvas to grow in the mid-teens for the next few years.  In addition, Canvas’ positioning as a trusted partner presents a tremendous opportunity to create an unrivalled education platform with the opportunity to expand into adjacent areas organically and roll-up smaller companies in what is a currently fragmented market. As we have presented to you in the past, this dominant position in a single vertical should allow for the business to be run very profitably and generate significant free cash flow.  Based on our detailed analysis of vertical software companies, which we shared with you, we believe that Canvas should be able to generate EBITDA margins of over 40%.  However, the profit potential of the highly valuable Canvas business is being completely obscured by massive losses being incurred by Bridge.  We estimate that in 2019 Bridge will only generate $25 million in revenue while sustaining over $70 million in adjusted free cash flow losses.  As we showed you, selling or divesting Bridge would allow the Company to eliminate these losses and effectively unlock the value of Canvas.

Praesidium repeatedly expressed these views to the Board and we were pleased with the announcements the Company made during its third-quarter earnings call on October 28th. Specifically, the Company shared that for the first time it would provide investors with the much-needed clarity of its financials and plans for Instructure’s two distinct businesses during its upcoming December 3rd analyst day. The Company also disclosed that it was engaged in a strategic review of the Bridge business.

We were further encouraged following the Company’s November 14th announcement that it had commenced a review process to explore all strategic alternatives, encompassing both Canvas and Bridge. Based on these public announcements, it was our impression that the Company was evaluating the option of selling Bridge and Canvas to separate sets of buyers as one potential path to maximize shareholder value.

Importantly, following these announcements, we stressed again to the Board that a broad and rigorous process was necessary to maximize shareholder value. In particular, being very concerned about potential conflicts of interest, we advocated in writing for a committee of only independent Board members to run the strategic review process.

Then, on November 26th, only 12 days after the Company’s announcement that it had commenced the review process, the Company approached Praesidium to urgently sign an NDA. After signing this NDA, we learned that Thoma Bravo had been the selected winner of what the Board claimed was a full review process.

The numerous conversations we had with the Board since November 26th have led us to seriously question the independence, transparency, robustness and timeframe of the sales process, which ultimately resulted in a bid that we believe significantly undervalues the Company.

Potential Conflicts of Interest

Praesidium was informed by the Company that the “core team” running the sales process consisted of Chief Executive Officer and director Dan Goldsmith, Executive Chairman (and former CEO) Josh Coates, Chief Legal Officer Matt Kaminer (who is not even a member of the Board) and director Kevin Thompson. Dan Goldsmith and Matt Kaminar, as senior executives of the Company, are clearly not independent, and seem well positioned to benefit from a sale to a firm like Thoma Bravo that tends to keep management in place. Josh Coates, who held the position of CEO less than one year ago, is also not independent according to Institutional Shareholder Services’ (“ISS”) proxy voting guidelines. In addition, the Company has refused to answer whether or not Josh (or any other director for that matter) will roll his equity in the Company under the proposed deal, and we believe any potential discussions between Josh and Thoma Bravo regarding this issue would further conflict him.

Importantly, Kevin Thompson, the only director on the “core team” running the sales process who would be considered independent by ISS, also has a potential conflict. He has had significant dealings with Thoma Bravo in his role as President and CEO of SolarWinds, Inc. In October 2015, Kevin worked with Thoma Bravo to take SolarWinds private. Furthermore, Thoma Bravo continues to own over a third of SolarWinds and three Thoma Bravo executives currently serve on SolarWinds’ Board.

It is also notable that Lloyd “Buzz” Waterhouse, the Company’s Lead Independent Director, and the director who has spent by far the most time canvassing shareholder views, was absent from both this “core team” and the official strategic review committee.

Perhaps even more alarming, we have heard deeply concerning reports that CEO Dan Goldsmith has expressed to shareholders his unwillingness to work for certain potential acquirers, which means he may have put his own interests ahead of Instructure shareholders. This is not the first time we have seen this type of behavior from Dan. He hired his own sister as Chief Strategy Officer and may have additional motivation to enrich and protect her as well.

Clearly, the composition of this team is highly inappropriate and considerably undermines the integrity and fairness of the sales process. Each member of the “core team” had a potential conflict of interest in running this process that the Board should have recognized. We believe these conflicting relationships represent a severe misalignment of interests with Instructure shareholders and interfered with the team’s ability to objectively oversee the review process. By its own admission, the Board rejected at least one bid for Instructure in the past year at a price higher than the $47.60 offered by Thoma Bravo. If the Board were truly interested in running a full and fair process to obtain the best price for the benefit of the Company and its shareholders, it should have formed an independent committee of the Board tasked with overseeing this process.

Rushed Process

It also seems quite clear to us that the Company’s sales process was unnecessarily and perhaps even intentionally rushed. A wholesome process, which properly engages both strategic and financial buyers, takes time and patience, neither of which we believe were afforded in this sales process given that less than two weeks transpired between the announced commencement of a full strategic review process on November 14th through November 26th, the day the Company reached out to us to discuss our views on a deal with Thoma Bravo.

The Company recently filed an 8-K (described in more detail below) in which it claims to have “conducted a comprehensive and deliberate process, lasting eleven months” (emphasis added). We believe this is inconsistent with certain public statements made and actions taken by the Company over the past year, which cast doubt on the validity of such claims. On November 14th, the Company stated in a press release that “[t]he previously scheduled financial analyst day on December 3 has been canceled to allow management and the board to explore these strategic alternatives for the company.” However, if the Company felt the need to cancel the analyst day in order to focus on running a process, why would it have even scheduled an analyst day in the first place if it was actually engaged in a process since January? Casting additional doubt on the validity of the Company’s claimed timeline, Praesidium has learned that multiple interested firms were rebuffed by the Company during this purported review period, including three large, reputable private equity firms. Praesidium understands these firms reached out to the Company only to be turned away under the guise that no process was being conducted by Instructure at that time.

Praesidium also understands that the strategic review committee did not engage a number of large potential acquirers until just a few days before abruptly announcing the results of the review process and agreement with Thoma Bravo. This was nowhere near enough time for these firms to even begin their due diligence on the Company, let alone submit competitive bids, putting them at a severe disadvantage to Thoma Bravo and other buyers that were apparently more preferred by the Board.

Perhaps most egregiously, the announced go-shop period for the deal was ultimately significantly shorter than what was being verbally communicated to Praesidium in the days leading up to the announced agreement. By shortening the go-shop period to a mere 35 days during the busy holiday season, including over Christmas and New Year’s, the Board has further diminished the opportunity for other potential bidders to participate in the process, which in turn diminishes the likelihood of obtaining a superior price for shareholders.

Lack of Transparency and Inconsistent Disclosure

The Company continued its track record of obscuring relevant information from its owners throughout this entire process and continues to do so to the detriment of the Company and its shareholders. Instructure cancelled its analyst day, previously announced for December 3rd, depriving shareholders of the opportunity to evaluate the go-forward plan against any resulting bid. Inexplicably, this would have been the first time shareholders were able to see the details of the two businesses they own broken out separately. Even after executing an NDA with the Company, the Board denied Praesidium any concrete financial information or plan.

In addition, the Board’s description of the deal timeline during discussions with Praesidium explicitly left out any interaction with Thoma Bravo prior to the formal sale process. This directly contradicts Dan Goldsmith’s comments on the day of the announced deal, according to a Bloomberg article, that “Instructure has been in discussions with Thoma Bravo since January”. We find this to be an inexcusable omission that could serve no other purpose than to obfuscate the truth.

It is therefore not surprising that the Company’s recent 8-K, which attempts to provide additional information and clarity regarding the sales process and timeline, likewise seems to contradict prior statements made to Praesidium and the investing public at large. The Company claims, for example, that it considered possible transactions involving the Company in January of 2019 (shortly after Dan became CEO) and announced the review process in November of 2019 in order to make it “publicly known” following media rumors, yet the November 14th press release announcing the review process noted that the Company had “commenced” (i.e. began, initiated) a review process in response to interest received from multiple third parties and that the Company had hired J.P. Morgan as its financial advisor (when, according to the 8-K, these events purportedly occurred in early January). The timeline recently disclosed in the 8-K also seems questionable given the previously announced strategic review of the Bridge business in late October. If the Company began exploring alternatives as early as January, then why announce a strategic review of parts of the Company’s business in late October only to announce a review process for the entire company just a few weeks later? Rather than clarify the sales process and timeline, the Company’s recent 8-K disclosure has raised additional questions and causes us to question the genuineness of the Company’s current and/or prior disclosure regarding its strategic plans for the Company.

These concerning issues, along with the Board’s multiple attempts to pressure Praesidium with exploding deadlines to sign an NDA and voting agreement in connection with the proposed deal, have led us to believe that the Board’s real motive for reaching out to us in November was to try to coerce us into backing the deal with either a voting agreement or public statement as opposed to allowing us to make an informed decision on the deal, which would require time and detailed information.

Unfortunately, we were given neither time nor the information we requested and as such, we did not sign a voting agreement or otherwise publicly support the deal. And in fact, due to our growing concerns over the potentially flawed and conflicted process and the resulting bid that we feel undervalues the Company, Praesidium believes the proposed deal is not in the best interests of shareholders and intends to vote against the deal as it is currently presented.

We strongly encourage the Board to consider all available avenues for achieving a better outcome for the Company and its shareholders. To that end, we implore the Board to form a new and truly independent strategic review committee to ensure going forward that any decisions made and/or actions taken in connection with the proposed deal are made with the best interests of shareholders in mind at all times. This committee’s first priority should be seeking to extend and open the sales process further, including but not limited to requesting and/or negotiating an extension of the go-shop period.

It is incumbent upon the Board to promote and protect the best interests of its shareholders and we reserve the right to take any actions that we deem necessary to hold this Board accountable if shareholders’ interests are not appropriately represented in the boardroom.


Praesidium Investment Management Company, LLC

Kevin Oram
Peter Uddo
Managing Partner
Managing Partner


– IBL News: News about Instructure

Moody’s Forecasts Moderate Growth Revenue at Public and Private Universities

IBL News | New York

Moody’s credit rating agency yesterday predicted that net tuition revenue will increase by 2.3% for private colleges and universities and by 1% for public schools in the 2020 fiscal year. Growth in state appropriations, gift revenue, and research grants and contracts will be in line to come in at 3 percent.

In its report, the agency forecasted that large comprehensive universities can expect operating revenue to increase 3.5% to 4.5% during the year, compared to a 2% to 3% bump at small public and private institutions.

Overall, the outlook improved from negative to stable on the entire sector for this year. “Strong aggregate cash and investment growth in fiscal years 2017 and 2018, endowment support for operations will grow in the 3% to 5% range for most universities over the outlook period.”

However, several factors could disrupt the stable outlook, Moody’s warns, including the potential for a market downturn that reduces donations or hurts investments, and policy changes that decrease international student enrollment.

Moody’s said the business climate will remain difficult for some institutions in the coming 12 to 18 months, but it is not expected to deteriorate materially.

Across the nation, enrollment and finances on many campuses have been stressed in recent years for various reasons — among them declines in high school graduate numbers and pressure to discount tuition, particularly among small private colleges.