Expands Instructure’s market-leading teaching and learning platform by providing learners with a lifelong record of their journey

MANILA, PHILIPPINES — October 31, 2023 — Instructure Holdings, Inc. (Instructure) (NYSE: INST), the leading learning platform and maker of Canvas, announced today it has signed a definitive agreement to acquire Parchment. Parchment has more than 15,000 customers and has exchanged more than 165 million credentials over two decades. With this transaction, Instructure will add the world’s largest academic credentialing platform and network to the Instructure Learning Platform. This acquisition is expected to significantly expand Instructure’s existing customer base and unlock exciting new growth opportunities.

“This acquisition represents an important next step for Instructure to serve all learners, beginning in K-12 and continuing throughout their lifelong learning journey,” said Steve Daly, CEO of Instructure. “By adding Parchment to the Instructure Learning Platform, we will provide a verifiable and comprehensive digital passport of achievement records and outcomes for learners. Together we expand the Instructure platform for existing customers, welcome new Parchment customers and open new pathways for growth with multiple new solution categories.”

Canvas has earned the trust of thousands of institutions across the globe to support the learning experience of their students in degree and non-degree programs. With the proposed acquisition of Parchment, Instructure expands its institutional relationships, broadens its platform footprint and opens an estimated $2 billion in Total Addressable Market (TAM) across a number of high-growth categories only serviceable through the combination of two market and category-leading providers.

Parchment’s Award and Digitary platforms allow schools and universities to securely issue transcripts, diplomas, certificates, verifications, comprehensive learner records, and other credential formats digitally. Parchment’s Pathways platform reduces the friction in student mobility. For secondary students enrolling concurrently in college, college students enrolling across institutions and any learner seeking credit for learning they have done throughout their educational journey, Parchment makes the transition and transfer seamless.

Increasingly, learning happens through “non-traditional” channels, and Instructure believes this is a key strategic area of growth. With Parchment, Instructure expects the platform to provide a set of solutions that connect learners, institutions, and employers across a learner’s journey – from the first search for a course or program to employment. Instructure customers will be able to navigate skill mastery, transfer credits, provide proof of prior learning and much more.

“We’re thrilled to join Instructure, the world’s leading learning platform that’s dedicated to amplifying the power of teaching and learning,” said Matthew Pittinsky, Ph.D., CEO of Parchment. “Parchment’s mission is to help turn credentials into opportunities. With this combination, we will dramatically expand the credential to include rich data and more evidence of skills and learning. The seamless experience we envision for learners will provide easier, more equitable access to the educational and employment opportunities they seek as they build their lifelong record of learning.”

Terms of the Transaction

The transaction is valued at approximately $835 million. Including a tax benefit resulting from the transaction, the net purchase price is approximately $795 million, or approximately 16 times Parchment’s expected 2024 Adjusted EBITDA inclusive of anticipated run-rate cost synergies.

Parchment is expected to contribute approximately $115 million of revenue in 2024.

Instructure is expected to benefit from Parchment’s highly stable and recurring revenue, with strong gross retention metrics in the mid-to high 90s.

Instructure plans to finance the transaction with cash on hand and incremental debt under its existing credit facility. The transaction is expected to close in the first quarter of 2024, subject to regulatory approval and customary closing conditions.

J.P. Morgan Securities LLC acted as financial advisor and Kirkland & Ellis LLP as legal advisor to Instructure. Macquarie Capital acted as lead financial advisor, Robert W. Baird & Co. also acted as financial advisor and Latham & Watkins LLP acted as legal advisor to Parchment.

Conference Call Information

Instructure’s management team will discuss the Parchment transaction as part of its earnings call for the third quarter ended September 30, 2023 today, October 30, 2023 at 5:00 p.m. ET. The conference call can be accessed by dialing (888) 330-2384 from the United States and Canada or (240) 789-2701 internationally with conference ID 1348899. A live webcast and replay of the conference call can be accessed from the investor relations page of Instructure’s website at ir.instructure.com. An archived replay of the webcast will be available following the conclusion of the call.

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