Analysis: Is Instructure’s Transaction Rigged? SEC’s Statements Show a Transparent Process

Mikel Amigot | IBL News, New York

When in mid-November the first activist investor put its eyes on Instructure/Canvas LMS, the edtech startup entered a phase of uncertainty.

It happens. When Wall Street smells serious money on a potential buyout, soulless executives emerge, trying to control the narrative.

No surprise that quiet workers at Canvas in Salt Lake City are still in shock.

Now, they see how their company is publically portrayed as a rigged machine, riddled with conflicts of interest, and setting a dishonest process to avoid superior offers.

On February 13, 2020, at the special meeting of stockholders in Salt Lake City, Utah, shareholders will vote on the proposed transaction with Thoma Bravo. At that moment we will discover what the play of many opposing shareholders is and what’s real vs. distracting smoke.

In the meantime, an attentive reading of the filings to the SEC can provide us with an immediate clue.

Indeed, the December 23, 210-pages proxy statement about the proposed acquisition is a gold mine. It allows anyone to understand what’s going on beyond the negative public messages towards Instructure’s management team.

Investors and analysts who said the process is unfair and obscure will find on pages 26 to 43 plenty of details showing that the Board ran a rigorous and transparent process, evaluating dozens of proposals. The transaction took into account the evolution of the industry and possible alternatives. There were 55 contacted parties; early 20 went under NDA. And Thoma Bravo’s $2 billion all-cash bid was superior in value.

The speculation that the deal is pierced with conflicts of interests and CEO Dan Goldsmith was hired to primarily sell the company and benefit Thoma Bravo doesn’t seem accurate. In fact, Goldsmith [in the picture above] wasn’t part of the transaction committee and did not have a role there, according to the proxy. The statement also shows that he regularly talked to many bidders over the course of many months, reporting such interests to the Board.

Inevitably, the CEO of an NYSE or Nasdaq traded company is always under suspicion when high compensations are on the table. However, in this case, the decision to proceed with the transaction with Thoma Bravo came unanimously from the Board.

Dealing with the SEC is no joke and Instructure reflects on their documents (pages 27, 42-46) that to avoid the appearance of impropriety, on multiple occasions Dan Goldsmith left the room, being excused from the Board’s deliberations or debates where conflicts existed. The Company’s secretary kept track of inbound logs to ensure that the process was overseen by the board.

In the end, the market dictates the price and the SEC regulates and protects investors.

We will see soon if Instructure is finally taken private and whether Thoma Bravo decides to grow the company or break it into multiple pieces, extracting value from the Bridge corporate platform, the leading position of Canvas and especially the hidden wealth of users’ data.

The reality detailed by the SEC filings doesn’t show any deceptive or misleading tactics played by Instructure Inc.

It looks like that some high-profile investors do not accept the price of $47.60 in cash per share.  They might believe that winning the public perception battle enhances their negotiating position to obtain a higher price.

Chatbots and Other Artificial Intelligent Cases Are on the Rise, Despite High Expectations

Mikel Amigot | IBL News

“In education, AI is still a sleeping giant,” researcher Dr. Tony Bates wrote in a must-read article.

Today, one of the most extended cases of AI in teaching and learning lies in chatbots. These intelligent tutoring systems, that guide conversations or “chat” through text or voice interactions, are on the rise.

In a recent interview with IBL News, David Joyner, Associate Director of Senior Experience at the Online Master of Science Computer Science and instructor of the program, commented on the new role of Georgia Tech’s AI-agent –formerly known as Jill, and now named ATA– on how it is connecting students to other learners in the same class.  “It’s a social TA (Teacher Assistant),” he explained.

Chatbots have become a common tool for banks and large finance and marketing companies as a way to reduce costs and response times. Now, a growing number of colleges and universities use this technology.

Two examples:

  • Australia’s University of Adelaide announced that students received responses 13 times faster, and learners’ approval of the quality of service increased by 60 percent, after deploying a chatbot to deal with admissions questions in 2018.
  • Western Governors University, or WGU, in 2018 received a $750,000 award from the National Science Foundation to use machine learning in order to improve interactions with students and help them with the decision-making process, i.e., to find programs.

Among many others, companies like Oracle, AdmitHub, and Ivy.ai, also provide this type of solution.

As AI-based adaptive technology advances, systems will deal with several tasks, as Tony Bates reminds.

At least, they will:

  • Provide teaching content to students and simultaneously provide support by giving adaptive feedback and hints to solve questions related to the content, as well as to detect students’ difficulties/errors with content or exercises.
  • Curate learning materials based on students’ needs, such as providing specific recommendations regarding types of reading materials and exercises, along with personalized courses of action to aid in the students’ learning experience.
  • Facilitate collaboration between learners by providing automated feedback, generating automatic questions for discussion, and an analysis of the process.

It is undeniable that there are inflated expectations for AI –a term that is often incorrectly used to describe any computational activity.

Beyond the extreme hype, there are clear areas of application. AI enables adaptive learning by recommending personalized content, predictive analytics, automated feedback and support in many conversations.

Artificial Intelligence is not a panacea for education. However, by having access to massive amounts of information and analyzing these data sets through algorithms and computational power, innovative software organizations can develop worthwhile applications.

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.

Analysis: Over 30M Adults With College Education But No Degree: Certificate Programs to the Rescue

Mikel Amigot | New York 

Over 30 million adults in the U.S. have a college education but no degree. This is mostly as a result of the fact that one-third of all first-time, full-time college students fail to graduate from four-year programs.

Sooner rather than later, these individuals will need to fill that gap by upgrading their skills and obtaining certificates. Professional education will help them advance their careers, within and outside their existing companies.

Graduate extension programs and executive education in postsecondary education should be in high demand.

Now, large employers are tapping into that demand, as well.

For example, corporations such as Starbucks, Walmart, Chipotle, JetBlue and Uber offer their employees compelling ways to earn full degrees or certificates; some of them, for free or at a steep discount.

Certificate programs might also be a solution to address the college dropout rate and flip the script. Earning a job-ready certificate within the first semester or year of college, provides students with a promising path to market.

Such credentials have grown significantly in recent years, although a number of them have limited value in the labor market.

Last year, Credential Engine reported that nearly 67,000 programs in the United States grant credentials.

With a certificate-first approach, top corporations should create credential-programs in their areas of expertise in order to educate external audiences at scale.

Employee education is one of the next big frontiers.

An Equity Investment Firm Buys Instructure for $2 Billion, Taking It Private

Mikel Amigot | New York

Instructure (NYSE: INST), the company behind Canvas LMS, yesterday announced that it agreed to be acquired by the private equity investment firm Thoma Bravo, LCC, in an all-cash deal for about $2 billion –unless a better offer comes along within 35 days.

The transaction is expected to close in the first quarter of 2020. Upon completion of the acquisition, Instructure will become entirely owned by Thoma Bravo.

As part of the terms of the agreement, stockholders will receive $47.60 in cash per share, which is a discount of about 10% to Instructure’s closing price of $52.96 on Tuesday. Shares of the company were down to about 10% at $47.85 in premarket trading.

The price per share represents an 18% premium to the company’s 3-month volume-weighted average price as of October 27, 2019–the day prior to the company’s third-quarter earnings call, at which it announced a strategic review for its Bridge business.

While pushing for a sale, New York-based Sachem Head Capital Management and other activist firms, have been buying Instructure’s shares over time. The exact size of their position could not be determined.

The Instructure management team, led by CEO Dan Goldsmith, will continue to lead the Company in their current roles, and the company’s headquarters will remain in Salt Lake City, Utah.

“Instructure believes the opportunity to become a private company will provide additional flexibility, and position us to invest more strategically to drive innovation for our customers,” said Goldsmith. “We have chosen this path very deliberately; we are confident that making the change from public to private will best serve the needs of Instructure and all of you moving forward,” he announced in a letter to customers.

Brian Jaffee, a Principal at Thoma Bravo said, “We believe Canvas is a highly unique vertical market SaaS leader with exciting scale and future growth potential. We look forward to building on the strong momentum in the business and accelerating growth and product investment both organically and through M&A.”

The deal includes a 35-day “go-shop” period expiring on January 8, 2020, which permits the Instructure’s Board of Directors and advisors to consider alternative acquisition proposals.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Instructure and Cooley LLP is serving as the legal advisor. Kirkland & Ellis is serving as the legal advisor to Thoma Bravo.

At least four firms – Halper Sadeh LLP, Rowley Law PLLC, Bragar Eagel & Squire, P.C., and Rigrodsky & Long, P.A. –announced separately yesterday that they were investigating potential legal claims against the board of directors at Instructure, regarding the possible breaches of fiduciary duties-among and other violations of law related to the company’s sale.

 

Past news stories about Instructure at IBL News

 

Instructure Announces It Is Exploring to Sell the Company – Estimated to be Worth $2.5B

IBL News | New York

Instructure (NYSE: INST), the company behind Canvas LMS, publicly announced that it has begun to explore a number of strategic alternatives “to maximize shareholder value”, including a possible sale. Canvas owns about 38% of the LMS market.

“These alternatives may include continuing as a standalone public company, going private, or being purchased by a strategic partner,” the company said in a statement Thursday.

Instructure’s board retained J.P. Morgan as its financial advisor and Cooley LLP as its legal advisor.

The move of the board took place in response to the pressure by activist investors Sachem Head, Praesidium Investment Management and more recently, Jana Partners, who disclosed it had a 1% stake. They called for Instructure to explore a sale, reportedly identifying multiple potential private equity buyers.

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

Phil Hill, consultant and author of Phil on Ed Tech blog, wrote that competitor Blackboard went through a similar process a few years ago, going private in 2011. Blackboard considered a sale in 2015 but didn’t go through with it.

Instructure’s previously scheduled financial analyst day on December 3 was canceled “to allow management and the board to explore these strategic alternatives for the company,” said the Salt Lake City-based corporation.

The stock has gained significant value since activists hedge funds started to call for a sale, especially this week, when it moved from $47.91 on November 13 to $52.98 on November 15.

 

 

IBL News: News about Canvas LMS and Instructure

Sachem Head Becomes One of the Top Shareholders of 2U and Advocates for a Sale

Mikel Amigot | IBL News, New York

 

Yesterday, Sachem Head set its sight on 2U Inc., pushing the company to explore a sale. As a result of it, the stock registered its biggest gain since 2016, almost 14% to $21.18.

With a market value of about $1.3 billion, 2U saw its shares fall more than 70% over the past 12 months and faced numerous class-action lawsuits for allegedly false or misleading statements during the second quarter. The stock dropped 65% on July 31st after a controversial earnings call wherein its CEO and former CFO drastically tempered short-term growth plans.

The New York-based activist hedge fund has been building a position in OPM 2U (Nasdaq: TWOU), apparently becoming one of the top shareholders, and now saying it’s time to sell. The exact size of its stake is unclear.

Sachem Head Capital Management LP, founded by Scott Ferguson in 2012, believes that 2U would be an attractive takeover target for private equity firms and other education technology companies, sources told Bloomberg.

Sachem Head’s positions and views tend to move the stock market. For example, the influential fund, that invests $3.2 billion on behalf of clients, recently called on Whitbread PLC to sell its Costa Coffee business before it was spun off to Coca-Cola Co. It also pushed Eagle Materials Inc to split its core businesses, before the company’s board agreed to spin off its heavy and light materials businesses into two publicly traded entities.

Last week, Sachem Head announced that it wanted Instructure Inc –whose main product is the leading Canvas LMS platform– to pursue a full sale process, as IBL News reported quoting Reuters.

Instructure (NYSE: INST), with a similar market cap to 2U, was the second education company that Sachem Head targeted, although that move was not apparently related.

2U has been making some changes in management lately in an attempt to calm down investors and arrive in better shape to the crucial earnings call on November 12th. Last month it appointed a new CFO –Paul Lalljie, a former Neustar Inc executive– and new CMO –Jennifer Ogden-Reese, a former SeatGeek Inc. executive.

•  Past reports about 2U at IBL News

 

An Influential Hedge Fund Pushes Instructure’s Canvas LMS to Sell Its Business

Mikel Amigot | IBL News

What’s next for Instructure (INST)?

That’s the question that comes to investors’ minds, especially after the third quarter performance report, which represented an earnings surprise of 42.11%.

Since the beginning of the year, Instructure shares have added about 15.8% versus the S&P 500’s gain of 20.6%, while the estimated revision trend for the company is mixed.

In this context, New York-based Sachem Head, which has been buying Instructure’s shares over time, announced yesterday that it wants Instructure to pursue a full sale processReuters disclosed. Now, the notorious hedge fund plans to push the Salt Lake City-based company in this direction.

The activist fund, that invests $3.2 billion on behalf of clients, recently called on Whitbread PLC to sell its Costa Coffee business before it was spun off to Coca-Cola Co. It also pushed Eagle Materials Inc to split its core businesses, before the company’s board agreed to spin off its heavy materials and light materials businesses into two publicly traded entities.

On the news of Sachem Head’s stake, Instructure’s stock prices jumped as much as 6% this week, ending at $46.52.

With a market capitalization of $1.8 billion, Instructure’s Canvas is the market leader in the LMS segment –and according to its own data continues to add customers.

However, its employee development platform Bridge is not working that well, failing to generate considerable market share, analysts think –and that’d be the reason why Instructure has underperformed the market so far this year.

In this regard, Instructure’s CEO Dan Goldsmith didn’t reject the idea of a sale or spinoff of Bridge, which launched in 2015.  “Nothing is off the table,” he told investors on the mentioned Q3 2019 earnings call on October 28. “But the focus for us is really making Bridge successful, making Bridge financially beneficial and accretive and healthy and then continuing to grow over time.”

Dan Goldsmith promised to provide more details at an analyst day on Dec. 3.

 

 

A Spanish University Builds a Futuristic Eco-Campus with Outside Classrooms

IBL News | Madrid, Spain

The University of Malaga, in Spain, is building a futuristic eco-campus for students to take classes outside.

Spanning a surface area of 52 acres, this innovative campus will include a green infrastructure suitable for everyday activities, such as studying, meeting and reading. The goal is to improve the climatic comfort and connectivity within an educational setting.

A Madrid-based architectural firm called Ecosistema Urbano is designing this interactive infrastructure after winning in 2016 a public contract to transform an old campus into an environmentally-friendly and digitally connected space.

It will be a geological garden in the works, a tropical garden, and a digital water curtain.

By using high-tech capabilities, learners will be able to visualize real-time information and manipulate physical aspects of public space in an almost futuristic fashion, as shown in the picture below.

Outdoor comfort will improve through solar-powered climate conditioning systems such as evaporative cooling and geothermal air circulation.

Naturally, everything will run on renewable energy systems.


The 10 IT Issues Higher Ed Leaders Are Focusing on, According to Educause

Mikel Amigot, IBL News (Chicago)

 

The 2019 Educause Annual Conference today recognized four prominent educators, highlighting their achievement during the opening talk in Chicago’s convention center. [See the picture below]

  • Leadership Award: Linda Jorn, Assoc Vice Provost for Learning Technologies, University of Wisconsin-Madison
  • Community Leadership Award: Mark Askren, Senior Advisor to the President, University of Nebraska
  • DEI Leadership Award: Melissa Woo, President for Information Technology and Enterprise Chief Information Officer, Stony Brook University
  • Rising Star: Tina Pappas, Associate Director, Innovation and Technology, Rutgers, The State University of New Jersey


In addition, the Educause staff announced the 2020 Top 10 IT Issues index,  stressing what’s important and where to focus on in terms of higher education:

  1. Information Security Strategy
  2. Privacy
  3. Sustainable Funding
  4. Digital Integrations
  5. Student Retention and Completion
  6. Student-Centric Higher Education
  7. Improved Enrollment
  8. Higher Education Affordability
  9. Administrative Simplification
  10. The Integrative CIO

“The 2020 IT Issues reveal where the integrative CIO must simplify, sustain, and innovate as higher education drives to digital transformation,” said Susan Grajek, Vice President, Communities and Research at Educause.

“Institutions know they need to innovate to achieve a competitive advantage in today’s complex marketplace, and almost none of today’s innovation can happen without data and technology,” she added.

On this edition, the gathering attracted over 8,000 attendees. “This year’s attendance has been a record-setting,” said John O’Brien, CEO at Educause, said without further data. “Every year there is something new in the air that captures imagination,” he said. “We know innovation is everywhere.”

 

 

 

[Promotional Video]

 

 

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