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Filed Pursuant to Rule 424(b)(3)
Registration Number 333-221682

LOGO   LOGO

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

December 8, 2017

Dear Shareholders of Capella Education Company and Stockholders of Strayer Education, Inc.:

          The boards of directors of Capella Education Company ("Capella") and Strayer Education, Inc. ("Strayer") have unanimously approved a merger. Capella and Strayer entered into an Agreement and Plan of Merger, dated as of October 29, 2017 (the "merger agreement"), pursuant to which a wholly owned subsidiary of Strayer will merge with and into Capella, with Capella becoming a wholly owned subsidiary of Strayer (the "merger"). Upon consummation of the merger, Capella and Strayer, and their respective subsidiaries, will operate as a combined company under the name "Strategic Education, Inc."

          Upon consummation of the merger, each issued and outstanding share of Capella common stock will be converted into the right to receive 0.875 shares of common stock of Strayer (the "merger exchange ratio"), par value $0.01 per share, and cash in lieu of fractional shares. This merger exchange ratio will not be adjusted for changes in the market price of either Capella common stock or Strayer common stock between the date of signing of the merger agreement and consummation of the merger.

          Following the merger, Capella shareholders and Strayer stockholders are expected to own approximately 48% and 52%, respectively, of the outstanding combined company shares on a fully diluted basis, based on the number of shares currently expected to be outstanding immediately prior to the effective time of the merger. The Capella common stock and the Strayer common stock are listed on the NASDAQ Global Select Market under the symbols "CPLA" and "STRA," respectively. Following the merger, the common stock of the combined company will be listed on the NASDAQ Global Select Market under Strayer's current symbol, "STRA."

          To obtain the approvals of the Capella shareholders and the Strayer stockholders required in connection with the merger, Capella will hold a special meeting of its shareholders (the "Capella special meeting") and Strayer will hold a special meeting of its stockholders (the "Strayer special meeting").

          At the Capella special meeting, Capella shareholders will be asked to consider and vote on, among other things, a proposal to approve the merger agreement (the "Capella Merger Proposal").

          At the Strayer special meeting, Strayer stockholders will be asked to consider and vote on, among other things, the issuance of shares of Strayer common stock to the Capella shareholders in connection with the merger (the "Share Issuance Proposal"), and the amendment and restatement of the Strayer charter (together with the Share Issuance Proposal, the "Strayer Required Proposals").

          We cannot consummate the merger unless the stockholders of Strayer and the shareholders of Capella approve the respective required proposals of each company as described herein. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend either special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Capella or Strayer special meeting, as applicable.

          The Capella board of directors has unanimously approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Capella and its shareholders. The Capella board of directors unanimously recommends that Capella shareholders vote "FOR" the Capella Merger Proposal and "FOR" each of the other proposals to be considered at the Capella special meeting and described in the accompanying joint proxy statement/prospectus.

          The Strayer board of directors has unanimously approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Strayer and its stockholders. The Strayer board of directors unanimously recommends that Strayer stockholders vote "FOR" the Strayer Required Proposals and "FOR" each of the other proposals to be considered at the Strayer special meeting and described in the accompanying joint proxy statement/prospectus.

          The obligations of Capella and Strayer to consummate the merger are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. The accompanying joint proxy statement/prospectus contains detailed information about Capella, Strayer, the special meetings, the merger agreement, the merger and the other transactions contemplated thereby. Capella and Strayer encourage you to read the joint proxy statement/prospectus carefully. In particular, you should read the "Risk Factors" section beginning on page 35 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the merger and how they will affect you.

          On behalf of the Capella board of directors and the Strayer board of directors, thank you for your consideration and continued support.

J. Kevin Gilligan
Chairman and Chief Executive Officer
Capella Education Company
  Robert S. Silberman
Chairman of the Board
Strayer Education, Inc.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the securities to be issued in connection with the merger or passed upon the adequacy or accuracy of the disclosure in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

          The accompanying joint proxy statement/prospectus is dated December 8, 2017 and is first being mailed to the Capella shareholders and Strayer stockholders on or about December 14, 2017.


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ADDITIONAL INFORMATION

        The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Capella and Strayer from other documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into the accompanying joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:


Capella Education Company
Capella Tower
225 South Sixth Street, 9th Floor
Minneapolis, Minnesota 55402
Attention: Investor Relations
Telephone: (612) 977-5172
or

 

Strayer Education, Inc.
2303 Dulles Station Boulevard
Herndon, Virginia 20171
Attention: Investor Relations
Telephone: (703) 247-2507
Email: investor.relations@strayereducation.com
or

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022

 

Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003


LOGO

 


LOGO

Shareholders, please call Toll Free: (888) 750-5834
Brokers and Banks please call collect at: (212) 750-5833

 

Stockholders, Brokers and Banks please call Toll Free: (833) 501-4709
Email: Strayer@Allianceadvisorsllc.com

        Capella shareholders and Strayer stockholders may also consult the websites of Capella or Strayer for more information concerning the merger and other transactions described in the accompanying joint proxy statement/prospectus. The website of Capella is www.capellaeducation.com and the website of Strayer is www.strayereducation.com. Information included on these websites is not incorporated by reference into the accompanying joint proxy statement/prospectus.

        If you would like to request any documents, please do so by January 11, 2018, in order to receive them before the special meetings.

        For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see "Where You Can Find More Information."


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LOGO

CAPELLA EDUCATION COMPANY
Capella Tower
225 South Sixth Street, 9th Floor
Minneapolis, Minnesota 55402

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 19, 2018

To the Shareholders of Capella Education Company:

        We cordially invite you to attend a special meeting of the shareholders of Capella Education Company ("Capella") being held in connection with a proposed merger with Strayer Education, Inc. ("Strayer").

        The meeting will be held at 8:00 a.m. local time, on January 19, 2018, at Capella's corporate headquarters located at Capella Tower, 225 South Sixth Street, 3rd Floor, Minneapolis, Minnesota 55402 (referred to as the "Capella special meeting"). At the Capella special meeting, you will be asked:

        Approval of the Capella Merger Proposal is required for the consummation of the merger. Neither the approval of the Capella Adjournment Proposal nor the approval of the Capella Advisory Compensation Proposal is required for the consummation of the merger.

        Approval of the Capella Merger Proposal requires the affirmative vote of the holders of a majority of the voting power of all shares of Capella common stock entitled to vote at the Capella special meeting. Approval of the Capella Adjournment Proposal requires the affirmative vote of the holders of the greater of (1) a majority of the voting power of the shares present and entitled to vote on that item of business, or (2) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the Capella special meeting. Approval of the Capella Advisory Compensation Proposal requires that the votes cast "FOR" the Capella Advisory Compensation Proposal are of a number greater than the votes cast "AGAINST" the Capella Advisory Compensation Proposal.


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        Each of the Capella Proposals is described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety.

        The failure of any shareholder of record of Capella to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote "AGAINST" the Capella Merger Proposal, but will not have an effect on the outcome of the Capella Adjournment Proposal or the Capella Advisory Compensation Proposal. If you hold your shares in "street name," failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote "AGAINST" the Capella Merger Proposal, but will not have any effect on the Capella Adjournment Proposal or the Capella Advisory Compensation Proposal. Abstentions will have the same effect as a vote "AGAINST" the Capella Merger Proposal and the Capella Adjournment Proposal, but will not have any effect on the Capella Advisory Compensation Proposal.

        The Capella board of directors has set December 11, 2017 as the record date for the Capella special meeting. Only holders of record of shares of Capella common stock as of the close of business on December 11, 2017 will be entitled to notice of and to vote at the Capella special meeting and any adjournments thereof. Any shareholder entitled to attend and vote at the Capella special meeting is entitled to appoint a proxy to attend and vote on such shareholder's behalf. Such proxy need not be a holder of shares of Capella common stock.

        Your vote is very important. To ensure your representation at the Capella special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly whether or not you expect to attend the Capella special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Capella special meeting. If your shares of Capella common stock are held in the name of a bank, broker or other nominee, follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee.

        The Capella board of directors has unanimously adopted and approved the merger agreement and the consummation of the merger, and has determined that the merger agreement and the merger are advisable, fair to, and in the best interests of Capella and its shareholders. The Capella board of directors therefore unanimously recommends that you vote "FOR" the Capella Merger Proposal, "FOR" the Capella Adjournment Proposal and "FOR" the Capella Advisory Compensation Proposal.

  By Order of the Board of Directors,

 

Renee L. Jackson
Secretary

 

Minneapolis, Minnesota
December 8, 2017


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YOUR VOTE IS IMPORTANT!

        WHETHER OR NOT YOU EXPECT TO ATTEND THE CAPELLA SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED CAPELLA PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE CAPELLA SPECIAL MEETING AND WISH TO VOTE YOUR SHARES OF CAPELLA COMMON STOCK IN PERSON, YOU MAY DO SO AT ANY TIME PRIOR TO YOUR PROXY BEING EXERCISED. You may revoke your proxy or change your vote at any time before the Capella special meeting. If your shares of Capella common stock are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

        We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes and exhibits carefully and in their entirety. If you have any questions concerning the merger agreement, the merger, the Capella Proposals, the Capella special meeting or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your shares of Capella common stock, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022

LOGO

Shareholders, please call Toll Free: (888) 750-5834
Brokers and Banks please call collect at: (212) 750-5833

or

Capella Education Company

Capella Tower
225 South Sixth Street, 9th Floor
Minneapolis, Minnesota 55402
Attention: Investor Relations
Telephone: (612) 977-5172


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LOGO

STRAYER EDUCATION, INC.

2303 Dulles Station Boulevard
Herndon, Virginia 20171

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 19, 2018

To the Stockholders of Strayer Education, Inc.:

        We cordially invite you to attend a special meeting of the stockholders of Strayer Education, Inc. ("Strayer") being held in connection with a proposed merger with Capella Education Company ("Capella"). On October 29, 2017, Strayer, Capella and Sarg Sub Inc., a wholly owned subsidiary of Strayer ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement"), pursuant to which Merger Sub would merge with and into Capella, with Capella surviving as a wholly owned subsidiary of Strayer (the "merger"). In connection with the merger, Strayer, which will be the remaining corporate entity under which Strayer University and Capella University will operate, will change its name to "Strategic Education, Inc."

        The meeting will take place at 9:00 a.m. local time, on January 19, 2018, at Strayer's corporate offices which are located at 2303 Dulles Station Boulevard, Herndon, Virginia 20171. At this meeting, you will be asked:

        The approval by Strayer stockholders of both the Share Issuance Proposal and the Charter Amendment Proposal is a condition to the consummation of the merger. If the Share Issuance Proposal or the Charter Amendment Proposal is not approved, the merger will not be consummated. No other matters may be brought before the meeting.

        Please refer to the accompanying joint proxy statement/prospectus for further information with respect to the business to be transacted at the meeting.

        Holders of record of shares of Strayer common stock at the close of business on December 11, 2017 are entitled to notice of, and to vote at, the meeting and any postponements or adjournments thereof.


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        To be approved, the Share Issuance Proposal requires the affirmative vote of the holders of a majority of the votes cast thereon at the meeting, assuming a quorum is present. To be approved, the Charter Amendment Proposal requires the affirmative vote of a majority of the votes entitled to be cast on the Charter Amendment Proposal. To be approved, the Strayer Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast thereon at the meeting.

        An abstention or failure to vote will have the same effect as a vote cast "AGAINST" the Charter Amendment Proposal and will not have an effect on the outcome of the Share Issuance Proposal or the Strayer Adjournment Proposal. If you hold your shares of Strayer common stock in "street name" through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not be permitted to vote your shares on any of the Strayer Proposals, which will (1) have the same effect as a vote "AGAINST" the Charter Amendment Proposal and (2) have no effect on the outcome of the Share Issuance Proposal or the Strayer Adjournment Proposal.

        Your vote is very important. Whether or not you expect to attend the meeting in person, we urge you to submit your proxy with respect to your shares of Strayer common stock as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, to ensure that your shares of Strayer common stock are represented and voted at the Strayer special meeting. If your shares of Strayer common stock are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the record holder.

        Strayer's board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the share issuance and the amendment and restatement of the Strayer charter. Strayer's board of directors unanimously recommends that you vote "FOR" the Share Issuance Proposal, "FOR" the Charter Amendment Proposal and "FOR" the Strayer Adjournment Proposal.

 

By Order of the Board of Directors,

 

Viet D. Dinh

 

Secretary

 

December 8, 2017

 

Herndon, Virginia


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YOUR VOTE IS IMPORTANT!

        WHETHER OR NOT YOU EXPECT TO ATTEND THE STRAYER SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED STRAYER PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE STRAYER SPECIAL MEETING AND WISH TO VOTE YOUR SHARES OF STRAYER COMMON STOCK IN PERSON, YOU MAY DO SO AT ANY TIME PRIOR TO THE CLOSING OF THE POLLS AT THE SPECIAL MEETING. You may revoke your proxy or change your vote at any time before the Strayer special meeting. If your shares of Strayer common stock are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

        We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes and exhibits carefully and in their entirety. If you have any questions concerning the merger agreement, the merger, the Strayer Proposals, the Strayer special meeting or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your shares of Strayer common stock, please contact:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Email: Strayer@Allianceadvisorsllc.com

GRAPHIC

Stockholders, Brokers and Banks please call Toll Free: (833) 501-4709

or

Strayer Education, Inc.

2303 Dulles Station Boulevard
Herndon, Virginia 20171
Attention: Investor Relations
Telephone: (703) 247-2507
Email: investor.relations@strayereducation.com


TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

    1  

SUMMARY

    16  

Parties to the Merger

    16  

The Merger

    17  

Litigation Relating to the Merger

    18  

Board and Management of the Combined Company

    18  

Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors

    18  

Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors

    18  

Opinion of Capella's Financial Advisor

    19  

Opinion of Strayer's Financial Advisor

    19  

The Merger Agreement

    20  

Regulatory Approvals Required for the Merger

    22  

Accounting Treatment

    23  

Material U.S. Federal Income Tax Consequences

    23  

Interests of Capella's Directors and Executive Officers in the Merger

    24  

Interests of Strayer's Directors and Executive Officers in the Merger

    24  

No Dissenters' Rights; No Appraisal Rights

    24  

Comparison of Stockholder Rights

    24  

Risk Factors

    24  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CAPELLA

    25  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF STRAYER

    28  

SELECTED STRAYER AND CAPELLA UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

    30  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

    32  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    34  

RISK FACTORS

    35  

Risks Related to the Merger

    35  

Risks Related to the Business of the Combined Company

    42  

Risks Related to Capella's Business

    44  

Risks Related to Strayer's Business

    44  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    45  

THE CAPELLA SPECIAL MEETING

    46  

Date, Time and Place of the Capella Special Meeting

    46  

Purpose of the Capella Special Meeting

    46  

Recommendation of the Capella Board of Directors

    46  

Capella Record Date and Quorum

    46  

Required Vote

    47  

Treatment of Abstentions; Failure to Vote

    47  

Voting by Capella's Directors and Executive Officers

    47  

Voting of Proxies; Incomplete Proxies

    48  

Shares Held in Street Name and Broker Non-Votes

    49  

Revocability of Proxies and Changes to a Capella Shareholder's Vote

    49  

Solicitation of Proxies

    50  

Attending the Capella Special Meeting

    50  

Assistance

    50  

CAPELLA PROPOSALS

    51  

Capella Proposal 1: The Capella Merger Proposal

    51  

Capella Proposal 2: The Capella Adjournment Proposal

    51  

Capella Proposal 3: The Capella Advisory Compensation Proposal

    51  

i


THE STRAYER SPECIAL MEETING

    57  

Date, Time and Place of the Strayer Special Meeting

    57  

Purpose of the Strayer Special Meeting

    57  

Recommendation of the Strayer Board of Directors

    57  

Strayer Record Date and Quorum

    57  

Voting by Strayer's Directors and Executive Officers

    58  

Required Vote

    58  

Treatment of Abstentions; Failure to Vote

    58  

Voting of Proxies; Incomplete Proxies

    58  

Shares Held in Street Name and Broker Non-Votes

    59  

Revocability of Proxies and Changes to a Strayer Stockholder's Vote

    59  

Solicitation of Proxies

    60  

Adjournments

    60  

Postponements

    60  

STRAYER PROPOSALS

    61  

Strayer Proposal 1: The Share Issuance Proposal

    61  

Strayer Proposal 2: The Charter Amendment Proposal

    61  

Strayer Proposal 3: The Strayer Adjournment Proposal

    62  

THE MERGER

    63  

General Description of the Merger

    63  

Consideration to be Received by the Capella Shareholders

    63  

Background of the Merger

    64  

Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors

    74  

Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors

    78  

Opinion of Capella's Financial Advisor

    82  

Capella Management's Unaudited Prospective Financial Information

    92  

Opinion of Strayer's Financial Advisor

    94  

Strayer Management's Unaudited Prospective Financial Information

    104  

Board and Management of the Combined Company

    107  

Interests of Capella's Directors and Executive Officers in the Merger

    108  

Interests of Strayer's Directors and Executive Officers in the Merger

    113  

Regulatory Approvals Required for the Merger

    113  

Accounting Treatment

    114  

Listing of Combined Company Shares

    115  

Delisting and Deregistration of Capella Common Stock

    115  

Litigation Relating to the Merger

    115  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

    116  

THE MERGER AGREEMENT

    119  

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

    119  

Structure of the Merger

    119  

Consummation and Effectiveness of the Merger

    119  

Post-Closing Governance

    120  

Merger Consideration

    120  

No Dissenters' Rights; No Appraisal Rights

    120  

Procedures for Surrendering Capella Stock Certificates

    120  

Treatment of Capella Equity Awards

    121  

Conditions to Consummation of the Merger

    121  

Representations and Warranties

    124  

Definition of "Material Adverse Effect"

    125  

Definition of "Combined Company Material Adverse Effect"

    126  

ii


Conduct of Business Pending the Merger

    126  

Obligations to Call Stockholders' Meetings

    129  

Obligations to Recommend the Approval of the Merger Agreement and the Approval of the Strayer Charter Amendment and the Strayer Share Issuance

    130  

No Solicitation

    130  

Appropriate Action Covenant

    133  

Indemnification Covenant

    134  

Employee Matters

    134  

Other Agreements

    135  

Termination of the Merger Agreement

    136  

Termination Fees and Expenses

    137  

Exclusive Remedy

    140  

Other Expenses

    140  

Specific Performance

    140  

Third-Party Beneficiaries

    140  

Amendments; Waivers

    140  

STRAYER AND CAPELLA UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

    141  

DESCRIPTION OF COMBINED COMPANY SHARES

    152  

Authorized Shares of Stock of the Combined Company

    152  

Common Stock

    152  

Preferred Stock

    153  

Takeover Defense

    153  

Other Matters

    154  

Business Combinations

    155  

Control Share Acquisitions

    156  

Additional Provisions of Maryland Law

    157  

Amendment of the Organizational Documents

    157  

COMPARISON OF STOCKHOLDER RIGHTS

    158  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF CAPELLA

    166  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF STRAYER

    169  

LEGAL MATTERS

    170  

EXPERTS

    171  

CAPELLA ANNUAL MEETING SHAREHOLDER PROPOSALS

    172  

STRAYER ANNUAL MEETING STOCKHOLDER PROPOSALS

    173  

COMBINED COMPANY ANNUAL MEETING STOCKHOLDER PROPOSALS

    174  

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    175  

WHERE YOU CAN FIND MORE INFORMATION

    177  

Annex A—Merger Agreement

    A-1  

Annex B—Proposed Articles of Amendment and Restatement of Strayer Education, Inc. 

    B-1  

Annex C—Opinion of Morgan Stanley & Co. LLC

    C-1  

Annex D—Opinion of Perella Weinberg Partners

    D-1  

iii


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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

        The following are brief answers to certain questions that you may have regarding the merger agreement, the merger, the issuance of shares of Strayer common stock in connection with the merger, the amendment and restatement of the Strayer charter, the Capella special meeting, the Strayer special meeting and the consideration to be received in the merger. You are urged to read carefully this entire joint proxy statement/prospectus because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes and exhibits to, and the documents incorporated by reference into, this joint proxy statement/prospectus. See "Where You Can Find More Information."

Q:
What is the proposed transaction?

A:
On October 29, 2017, Capella Education Company ("Capella"), Strayer Education, Inc. ("Strayer"), and Sarg Sub Inc., a wholly owned direct subsidiary of Strayer ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement") pursuant to which they agreed to a merger, with Strayer as the remaining corporate entity under which Strayer University and Capella University will operate (the "combined company").
Q:
Why are Capella and Strayer proposing the merger?

A:
The Capella board of directors and the Strayer board of directors each believe that the proposed merger will provide a number of significant potential strategic benefits and opportunities that will be in the best interests of the Capella shareholders and Strayer stockholders, respectively. To review the reasons for the proposed merger in greater detail, see "The Merger—Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors" beginning on page 74 and "The Merger—Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors" beginning on page 78.

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
Each of Capella and Strayer is sending these materials to the Capella shareholders and Strayer stockholders, respectively, to help them decide how to vote their shares of Capella common stock, and/or their shares of Strayer common stock, as the case may be, with respect to the matters to be

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Q:
What will Capella shareholders receive in the merger?

A:
In the merger, each share of Capella common stock issued and outstanding immediately prior to the effective time (other than shares held in treasury or held by Strayer, Capella or Merger Sub or any of their respective wholly owned subsidiaries) will be converted into the right to receive 0.875 shares of Strayer common stock (which, as noted above, we refer to as combined company shares as of the consummation of and following the merger). No fractional shares of Strayer common stock will be issued to Capella shareholders in connection with the merger. Instead, the combined company will pay to each former holder of Capella common stock who otherwise would be entitled to receive a fractional combined company share an amount in cash (without interest) determined by multiplying (i) the fraction of a combined company share which such holder would otherwise be entitled to receive (taking into account all shares of Capella common stock held by such holder) by (ii) the daily volume weighted average price ("VWAP") of one share of Strayer common stock for a ten (10) day trading period, starting with the opening of trading on the eleventh (11th) trading day prior to the date of consummation of the merger (the "closing date") and ending on the closing of trading on the second (2nd) to last trading day prior to the closing date, as reported by Bloomberg L.P.

Q:
What will happen to my shares of Strayer common stock?

A:
Nothing. You will continue to own the same shares of Strayer common stock that you own prior to the effective time. As a result of the issuance of additional shares of Strayer common stock to

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Q:
When will the merger be consummated?

A:
The merger is expected to be consummated during the third quarter of 2018. However, neither Capella nor Strayer can predict the actual date on which the merger will be consummated, or whether it will be consummated at all, because the merger is subject to factors beyond each company's control, including the receipt (and timing) of required regulatory approvals, approval of the Capella Merger Proposal by Capella shareholders and approval of the Strayer Required Proposals by Strayer stockholders. See "The Merger Agreement—Conditions to Consummation of the Merger."

Q:
What are the conditions to the consummation of the merger?

A:
In addition to approval of the Capella Merger Proposal by Capella shareholders and approval of the Strayer Required Proposals by Strayer stockholders, consummation of the merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of a number of other conditions, including the receipt of required regulatory approvals. See "The Merger Agreement—Conditions to Consummation of the Merger."

Q:
What effect will the merger have on Capella and Strayer?

A:
At the effective time, Merger Sub will merge with and into Capella, with Capella surviving as a wholly owned subsidiary of Strayer as the combined company. Following the consummation of the merger, Capella shares will no longer be listed on NASDAQ or any other stock exchange or quotation system, and Capella will cease to be a publicly traded company. Pursuant to the merger agreement, Strayer as the combined company will be the remaining corporate entity under which both universities will operate as independent and separately accredited institutions.
Q:
Who will serve as the directors and senior officers of the combined company?

A:
At the effective time, the board of directors of the combined company will consist of (a) nine directors designated by Strayer, (b) J. Kevin Gilligan, Chief Executive Officer of Capella, and (c) two additional designees who are currently members of the Capella board of directors and are recommended by Mr. Gilligan. In addition, one of the two additional Capella designees will be appointed to serve on the Compensation Committee of the combined company.

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Q:
Who is entitled to vote?

A:
Capella:    The Capella board of directors has fixed the close of business on December 11, 2017 as the record date for determining the Capella shareholders who are entitled to notice of and to vote at the Capella special meeting (the "Capella record date"). If you were a holder of record of Capella common stock as of the close of business on December 11, 2017, you are entitled to receive notice of and to vote at the Capella special meeting and any adjournments thereof.
Q:
What are Capella shareholders being asked to vote on?

A:
At the Capella special meeting, Capella shareholders will be asked to approve the following items:

1.
the Capella Merger Proposal;

2.
a proposal to approve the adjournment of the Capella special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the Capella Merger Proposal (the "Capella Adjournment Proposal"); and

3.
a proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to Capella's named executive officers that is based on or otherwise relates to the merger, as disclosed in "The Merger—Interests of Capella's Directors and Executive Officers in the Merger" of the accompanying joint proxy statement/prospectus (the "Capella Advisory Compensation Proposal" and, together with the Capella Merger Proposal and the Capella Adjournment Proposal, the "Capella Proposals").
Q:
What vote is required to approve each proposal at the Capella special meeting?
A:   1.   Capella Merger Proposal:    Approval of the Capella Merger Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Capella common stock outstanding and entitled to vote. For the Capella Merger Proposal, an abstention or a failure to vote will have the same effect as a vote cast "AGAINST" this proposal.

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Q:
How does the Capella board of directors recommend Capella shareholders vote?

A:
The Capella board of directors has determined that the merger agreement and the merger are advisable, fair to and in the best interests of Capella and the Capella shareholders, and has approved and adopted the merger agreement and the merger. The Capella board of directors therefore unanimously recommends that the Capella shareholders vote their shares of Capella common stock:

1.
"FOR" the Capella Merger Proposal;

2.
"FOR" the Capella Adjournment Proposal; and

3.
"FOR" the Capella Advisory Compensation Proposal.

Q:
Are there any risks about the merger or Strayer's business that Capella shareholders should consider in deciding whether to vote for the Capella Proposals?

A:
Yes. Before making any decision on whether and how to vote, Capella shareholders are urged to read carefully and in its entirety the information contained in "Risk Factors" beginning on page 35 of this joint proxy statement/prospectus. Capella shareholders should also read and carefully consider the risk factors of Capella and Strayer and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information."

Q:
Do any of Capella's directors or executive officers have interests in the merger that may be different from, or in addition to, those of Capella shareholders?

A:
Yes. Capella's directors and executive officers may have interests in the merger that may be different from, or in addition to, the interests of Capella shareholders generally. See "The Merger—Interests of Capella's Directors and Executive Officers in the Merger." The members of the Capella board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that the Capella shareholders approve the Capella Proposals.

Q:
What are Strayer stockholders being asked to vote on?

A:
At the Strayer special meeting, Strayer stockholders will be asked to approve the following items:

1.
a proposal to approve the issuance of shares of Strayer common stock in connection with the merger (the "Share Issuance Proposal");

2.
a proposal to amend and restate the Strayer charter (the "Charter Amendment Proposal") to make the changes as shown in Annex B to the attached joint proxy statement/prospectus, including:

changing the combined company's corporate name from "Strayer Education, Inc." to "Strategic Education, Inc."; and

increasing the number of shares of Strayer common stock that Strayer is authorized to issue under the Strayer charter to 32,000,000; and

3.
a proposal to approve the adjournment of the Strayer special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal and/or the Charter Amendment Proposal if there are insufficient votes at the time of such adjournment to approve such proposals (the "Strayer Adjournment Proposal" and,

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Q:
What vote is required to approve each proposal at the Strayer special meeting?
A:   1.   Share Issuance Proposal:    To be approved, the Share Issuance Proposal requires the affirmative vote of the holders of a majority of the votes cast thereon at the Strayer special meeting, assuming a quorum is present. For the Share Issuance Proposal, an abstention will not count as a vote in favor of or against this proposal, and an abstention or a failure to vote will not have an effect on the outcome of this proposal. If you hold your shares of Strayer common stock in "street name" through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not be permitted to vote your shares on the Share Issuance Proposal, and this non-vote will have no effect on the outcome of this proposal.

 

 

2.

 

Charter Amendment Proposal:    To be approved, the Charter Amendment Proposal requires the affirmative vote of a majority of the votes entitled to be cast on the Charter Amendment Proposal at the Strayer Special Meeting. For the Charter Amendment Proposal, an abstention or a failure to vote will have the same effect as a vote cast "AGAINST" this proposal. If you hold your shares of Strayer common stock in "street name" through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not be permitted to vote your shares on the Charter Amendment Proposal, and this non-vote will have the same effect as a vote cast "AGAINST" this proposal.

 

 

3.

 

Strayer Adjournment Proposal:    To be approved, the Strayer Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast thereon at the Strayer special meeting. For the Strayer Adjournment Proposal, an abstention will not count as a vote in favor of or against this proposal, and an abstention or a failure to vote will not have an effect on the outcome of the proposal. If you hold your shares of Strayer common stock in "street name" through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not be permitted to vote your shares on the Strayer Adjournment Proposal, and this non-vote will have no effect on the outcome of the proposal.
Q:
How does the Strayer board of directors recommend Strayer stockholders vote?

A:
The Strayer board of directors has determined that the merger agreement, the issuance of Strayer common stock in the merger and the amendment and restatement of the Strayer charter are advisable, fair to and in the best interests of Strayer and the Strayer stockholders. The Strayer board of directors therefore unanimously recommends that the Strayer stockholders vote:

1.
"FOR" the Share Issuance Proposal;

2.
"FOR" the Charter Amendment Proposal; and

3.
"FOR" the Strayer Adjournment Proposal.

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Q:
Are there any risks about the merger or Capella's business that Strayer stockholders should consider in deciding whether to vote for the Strayer Proposals?

A:
Yes. Before making any decision on whether and how to vote, Strayer stockholders are urged to read carefully and in its entirety the information contained in "Risk Factors" beginning on page 35 of this joint proxy statement/prospectus. Strayer stockholders should also read and carefully consider the risk factors of Capella and Strayer and the other risk factors that are incorporated by reference into this joint proxy statement/prospectus. See "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

Q:
Do any of Strayer's directors or executive officers have interests in the merger that may be different from, or in addition to, those of Strayer stockholders?

A:
Yes. Strayer's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Strayer stockholders. See "The Merger—Interests of Strayer's Directors and Executive Officers in the Merger." The members of the Strayer board of directors were aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger, and in recommending that the Strayer stockholders approve the Strayer Proposals.

Q:
Who else must approve the merger?

A:
Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), Capella and Strayer may not consummate the merger until they have furnished certain information and materials to the Antitrust Division of the U.S. Department of Justice (the "DOJ") and the U.S. Federal Trade Commission (the "FTC"), and the applicable waiting period has expired or been terminated. On November 9, 2017, each of Capella and Strayer filed a Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division of the DOJ and the FTC, and on November 22, 2017, the FTC granted early termination, effective immediately, of the applicable waiting period under the HSR Act. The consummation of the proposed transaction is also subject to receipt of governmental and regulatory approvals from, among others, the U.S. Department of Education (the "DOE") and the Higher Learning Commission (the "HLC"), which is the institutional accreditor for Capella University. On November 28, 2017, Capella submitted a pre-acquisition review application to the DOE, and on December 1, 2017, Capella filed a change of control application with the HLC. Additional information regarding regulatory approvals required for consummation of the merger is set forth in "The Merger Agreement—Conditions to Consummation of the Merger" and "The Merger—Regulatory Approvals Required for the Merger."

Q:
What do I need to do now?

A:
After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instruction card for your shares of Capella common stock or Strayer common stock, as applicable, as soon as possible so that your shares will be represented at your respective company's special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction card provided by your bank, broker or other nominee if your shares are held in "street name" through your bank, broker or other nominee.

Q:
How do I vote?

A:
If you are a shareholder of record of Capella as of the Capella record date, or a stockholder of record of Strayer as of the Strayer record date, you may submit your proxy before your respective company's special meeting in one of the following ways:

1.
visit the website shown on your proxy card to submit your proxy via the Internet;

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Q:
How many votes do I have?

A:
Capella:    You are entitled to one vote for each share of Capella common stock that you owned as of the close of business on the Capella record date. As of the close of business on December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, 11,623,793 shares of Capella common stock were outstanding.
Q:
What if I transfer my shares of Capella common stock before the Capella special meeting, or I transfer my shares of Strayer common stock before the Strayer special meeting?

A:
Capella:    If you transfer your shares of Capella common stock after the Capella record date but before the Capella special meeting, unless you provide the transferee of your shares with a proxy, you will retain your right to vote at the Capella special meeting, but will have transferred the right to receive the merger consideration. In order to receive combined company shares as a result of the merger, you must hold your Capella shares through the effective time.
Q:
Should I send in my Capella stock certificates now?

A:
No. Any Capella shareholders who hold certificated shares of Capella common stock should keep their existing stock certificates at this time. After the merger is consummated, Capella shareholders will receive from the exchange agent a letter of transmittal and written instructions for exchanging their stock certificates for combined company shares. Strayer stockholders do not need to take any action with respect to their stock certificates.
Q:
Who is the exchange agent for the merger?

A:
American Stock Transfer & Trust Co. will be the exchange agent for the merger.

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Q:
When and where are the Capella special meeting and the Strayer special meeting?

A:
Capella:    The Capella special meeting will be held at 8:00 a.m. local time, on January 19, 2018, at Capella's corporate headquarters located at Capella Tower, 225 South Sixth Street, 3rd Floor, Minneapolis, Minnesota 55402.
Q:
What constitutes a quorum?

A:
Capella:    The presence of Capella shareholders representing a majority of the voting power of all issued and outstanding shares of Capella common stock entitled to vote at the Capella special meeting, in person or represented by proxy, is necessary to constitute a quorum at the Capella special meeting. If a quorum is present when the Capella special meeting is convened, the Capella shareholders present may continue to transact business until adjournment, even if the withdrawal of a number of the Capella shareholders originally present leaves less than the proportion or number otherwise required for a quorum. Abstentions will be counted as present and entitled to vote for purposes of determining a quorum. Because, as described below, all proposals to be voted on at the Capella special meeting will be "non-routine" matters, we do not expect to receive any broker non-votes (which are shares of Capella common stock held by banks, brokers or other nominees with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal), and if you do not provide voting instructions to your broker, bank or other nominee, your shares will not be counted as present and entitled to vote for purposes of determining a quorum.
Q:
If my shares are held in "street name" by a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A:
If your shares are held in "street name" in a stock brokerage account or by a bank or other nominee, you must provide your bank, broker or other nominee with instructions on how to vote your shares. Please follow the instructions provided by your bank, broker or other nominee. Please note that you may not submit a proxy with respect to shares held in "street name" by returning a proxy card directly to Capella or Strayer or by voting in person at your respective company's special meeting unless you provide a "legal proxy," which you must obtain from your bank, broker or other nominee.

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Q:
What if I do not vote?

A:
If you are a Capella shareholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Capella Merger Proposal, or if you respond with an "abstain" vote on the Capella Merger Proposal, this will have the same effect as a vote cast "AGAINST" the Capella Merger Proposal.

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Q:
May I change my vote after I have delivered my proxy or voting instruction card?

A:
Capella:    As a Capella shareholder, you may change your vote or revoke a proxy at any time before your proxy is voted at the Capella special meeting. If you are a Capella shareholder of record, you can do this by:

sending a written notice of revocation that is received by Capella prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Capella special meeting, stating that you would like to revoke your proxy, to Capella's corporate secretary at Capella's corporate headquarters, Capella Tower, 225 South Sixth Street, 9th Floor, Minneapolis, Minnesota 55402.

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Capella prior to 11:59 p.m. (U.S. Eastern Time) on the day preceding the Capella special meeting; or

attending the Capella special meeting, providing a written notice of revocation and voting in person.

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Q:
Will a proxy solicitor be used?

A:
Yes.    Strayer has engaged Alliance Advisors LLC ("Alliance") to assist in the solicitation of proxies for the Strayer special meeting, and Strayer estimates it will pay Alliance a fee of approximately $12,500, plus reimbursement for reasonable and documented out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation. Strayer has also agreed to indemnify Alliance against certain losses, costs and expenses. In addition to mailing proxy solicitation material, Strayer's directors, officers and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Strayer's directors, officers or employees for such services.
Q:
Who will count the votes?

A:
At the Capella special meeting, Broadridge Financial Solutions, Inc. ("Broadridge") will serve as inspector of elections, count all of the proxies or ballots submitted and report the votes at the Capella special meeting. Whether you submit your proxy by accessing the Internet, telephone or mail, your proxy will be received directly by Broadridge.

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Q:
What should I do if I receive more than one set of voting materials?

A:
Capella shareholders and Strayer stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Capella common stock or Strayer common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of shares of Capella common stock or Strayer common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of shares of both Capella common stock and Strayer common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Therefore, if you are a record holder, please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Capella common stock and/or every share of Strayer common stock that you own.

Q:
Where can I find the voting results of the Capella special meeting and the Strayer special meeting?

A:
Preliminary voting results are expected to be announced at the Capella special meeting and the Strayer special meeting and may be set forth in a press release of Capella or Strayer after the Capella special meeting and the Strayer special meeting, respectively. Final voting results for the Capella special meeting and the Strayer special meeting are expected to be published in Current Reports on Form 8-K to be filed by Capella and Strayer with the Securities and Exchange Commission (the "SEC") within four (4) business days after the Capella special meeting and the Strayer special meeting, as applicable.

Q:
Are Capella shareholders entitled to dissenters' rights?

A:
No.    Under Minnesota law and Article VII of the Amended and Restated Articles of Incorporation of Capella (as adopted on May 3, 2017) (the "Capella articles of incorporation"), Capella shareholders will not be entitled to exercise any dissenters' rights in connection with the merger.

Q:
Are Strayer stockholders entitled to appraisal rights?

A:
No.    Under Maryland law, Strayer stockholders will not be entitled to exercise any appraisal rights in connection with the merger or the Strayer Required Proposals.

Q:
What if I hold Capella stock options?

A:
Options to purchase shares of Capella common stock ("Capella stock options") that are outstanding immediately prior to the effective time (whether vested or unvested) and held by a continuing employee of Capella or a director of Capella who will join the board of directors of the combined company will automatically and without any action on the part of the holder thereof be assumed by Strayer and be converted into an option to acquire the number of whole shares of Strayer common stock (a "Strayer stock option") on the same terms and conditions as the Capella stock option to which it relates, equal to the product of the merger exchange ratio of 0.875 multiplied by the number of shares of Capella common stock subject to the option (rounded down to the nearest whole share), and will have an exercise price per share equal to the quotient

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Q:
What if I hold Capella restricted stock units?

A:
All restricted stock units of Capella ("Capella RSUs") that are outstanding immediately prior to the consummation of the merger will be assumed by Strayer and will be converted into awards of restricted stock units of Strayer ("Strayer RSUs") and will continue to have, and will be subject to, the same terms and conditions as applied to the Capella RSUs immediately prior to the effective time, with appropriate adjustments in the number of shares of Strayer common stock subject to the Strayer RSU to reflect the merger exchange ratio. In addition, outstanding Capella RSUs granted to Capella directors under the Capella equity plans will become fully and immediately vested upon the effective time.

Q:
What are the material U.S. federal income tax consequences of the merger to U.S. Holders of Capella shares?

A:
It is a condition to Strayer's obligation to consummate the merger that Strayer receive an opinion from its tax counsel, dated as of the closing date, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). It is a condition to Capella's obligation to consummate the merger that Capella receive an opinion from its tax counsel, dated as of the closing date, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Based on the tax opinion representations and assumptions (as defined on page 117), in the opinion of each of the tax counsels, the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Accordingly, a U.S. Holder (as defined on page 116) of Capella common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Capella common stock for shares of Strayer common stock in the merger, except with respect to cash received by Capella shareholders in lieu of fractional shares. If any of the tax opinion representations and assumptions is incorrect, incomplete or inaccurate or is violated, the validity of the opinions described above may be affected and the tax consequences of the merger could differ from those described in this joint proxy statement/prospectus.

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Q:
What happens if the trading price of Capella common stock or Strayer common stock changes before the consummation of the merger?

A:
No change will be made to the merger exchange ratio if the trading price of Capella common stock or Strayer common stock changes before the consummation of the merger. Accordingly, the exact value at the consummation of the merger of the combined company shares to be received by Capella shareholders in the merger will depend on the trading price of the Strayer common stock at the consummation of the merger.

Q:
What happens if the merger is not consummated?

A:
If the merger is not consummated, Capella shareholders will not receive the merger consideration in exchange for their shares of Capella common stock. Instead, Strayer and Capella will remain independent public companies and the Capella common stock and the Strayer common stock will continue to be listed and traded on NASDAQ under their current ticker symbols. Under specified circumstances, Capella or Strayer may be required to pay to, or be entitled to receive from, the other party a fee or reimbursement of expenses with respect to the termination of the merger agreement, as described under "The Merger Agreement—Termination Fees and Expenses."

Q:
Do I need identification to attend the Capella special meeting or the Strayer special meeting in person?

A:
Yes.    Please bring proper identification, together with proof that you are a record owner of shares of Capella common stock or Strayer common stock. If your shares are held in "street name," please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned shares of Capella common stock or Strayer common stock, as applicable, on the applicable record date.

Q:
Whom should I contact if I have any questions about the proxy materials or voting?

A:
If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should, if you are a Capella shareholder, contact Capella's proxy solicitor and, if you are a Strayer stockholder, contact Strayer's proxy solicitor.
Q:
Where can I find more information about Capella and Strayer?

A:
You can find more information about Capella and Strayer from the various sources described under "Where You Can Find More Information."

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SUMMARY

        This summary highlights selected information included in this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its annexes and exhibits and the other documents referred to in this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information about Capella and Strayer is also contained in the annexes and exhibits to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see "Where You Can Find More Information." Certain items in this summary include a page reference directing you to a more complete description of that item.

Parties to the Merger

Capella Education Company

        Capella Education Company is an educational services company that provides access to high-quality education through online postsecondary degree programs and job-ready skills offerings needed in today's market. Capella's portfolio of companies is dedicated to closing the skills gap by providing the most direct path between learning and employment.

        The principal executive offices of Capella are located at Capella Tower, 225 South Sixth Street, 9th Floor, Minneapolis, Minnesota 55402; its telephone number is (612) 977-5172; and its website is www.capellaeducation.com. Information on this Internet web site is not incorporated by reference into or otherwise part of this joint proxy statement/prospectus.

        This joint proxy statement/prospectus incorporates important business and financial information about Capella from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see "Incorporation of Certain Documents by Reference."

Strayer Education, Inc.

        Strayer Education, Inc. provides a variety of post-secondary education and other academic programs through two wholly-owned subsidiaries, Strayer University and the New York Code and Design Academy.

        The principal executive offices of Strayer are located at 2303 Dulles Station Boulevard, Herndon, VA 20171; its telephone number is (703) 247-2500; and its website is www.strayereducation.com. Information on this Internet web site is not incorporated by reference into or otherwise part of this joint proxy statement/prospectus.

        This joint proxy statement/prospectus incorporates important business and financial information about Strayer from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see "Incorporation of Certain Documents by Reference."

Sarg Sub Inc.

        Sarg Sub Inc. ("Merger Sub") was incorporated in the State of Minnesota on October 23, 2017, and is a direct wholly owned subsidiary of Strayer. Merger Sub was formed solely for the purpose of consummating the merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the merger.

        The principal executive offices of Merger Sub are located at 2303 Dulles Station Boulevard, Herndon, VA 20171; its telephone number is (703) 247-2500.

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The Merger (See Page 63)

Transaction Structure

        Pursuant to the merger agreement, Merger Sub will merge with and into Capella, with Capella surviving as a wholly owned subsidiary of Strayer. In the merger, each share of Capella common stock issued and outstanding immediately prior to the effective time (other than shares held in treasury or held by Strayer, Capella or Merger Sub or any of their respective wholly owned subsidiaries) will be converted into the right to receive 0.875 combined company shares.

        Pursuant to the merger agreement, Strayer as the combined company will be the remaining corporate entity under which Strayer University and Capella University will operate as independent and separately accredited institutions.

        After consummation of the merger, Capella and Strayer stockholders are expected to own approximately 48% and 52%, respectively, of the outstanding combined company shares on a fully diluted basis, based on the number of shares currently expected to be outstanding immediately prior to the effective time. Shares of Capella common stock currently trade on NASDAQ under the symbol "CPLA," and shares of Strayer common stock currently trade on NASDAQ under the symbol "STRA." Following the merger, the combined company shares will be listed on the NASDAQ and are expected to trade under the current Strayer symbol, "STRA."

Treatment of Capella Equity Awards (See Page 121)

        At the effective time, upon the terms and subject to the conditions of the merger agreement, outstanding Capella equity awards will be treated as follows:

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Litigation Relating to the Merger (See Page 115)

        A putative class action lawsuit has been filed by a Capella shareholder challenging the disclosures made in connection with the merger. The lawsuit seeks to enjoin the merger, to recover damages if the merger is consummated, attorney's fees, and other relief. For a more detailed description of litigation in connection with the merger, see "The Merger—Litigation Relating to the Merger."

Board and Management of the Combined Company (See Page 107)

        At the effective time, the board of directors of the combined company will consist of (a) nine directors designated by Strayer, (b) J. Kevin Gilligan, Chief Executive Officer of Capella, and (c) two additional designees who are currently members of the Capella board of directors and are recommended by Mr. Gilligan. In addition, one of the two additional Capella designees will be appointed to serve on the Compensation Committee of the combined company.

        Robert Silberman will continue as Executive Chairman of the board of directors of the combined company and Mr. Gilligan will be appointed as Vice Chairman at the effective time. Karl McDonnell, Strayer's current President and Chief Executive Officer, and Daniel W. Jackson, Strayer's current Executive Vice President and Chief Financial Officer, will continue in their respective positions at the combined company following the effective time. Steven L. Polacek, Capella's current Senior Vice President and Chief Financial Officer, will be appointed as the Chief Integration/Transition Officer of the combined company.

Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors (See Page 74)

        At its meeting on October 29, 2017, the Capella board of directors, after careful consideration, by a unanimous vote of all directors, determined that the merger agreement and the merger were advisable, fair to and in the best interests of Capella and its shareholders, and approved the merger agreement and the merger.

        The Capella board of directors unanimously recommends that the Capella shareholders vote "FOR" the Capella Merger Proposal, "FOR" the Capella Adjournment Proposal and "FOR" the Capella Advisory Compensation Proposal.

        For the factors considered by the Capella board of directors in reaching its decision to approve the merger agreement and the merger, including the Capella Merger Proposal, and to make the foregoing recommendations, see "The Merger—Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors."

Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors (See Page 78)

        At its meeting on October 27, 2017, the Strayer board of directors, after careful consideration, by a unanimous vote of all directors, determined that the merger agreement and the merger, the Strayer share issuance and the amendment and restatement of the Strayer charter were advisable, fair to and in the best interests of Strayer and its stockholders, and approved the merger agreement and the merger, the Strayer share issuance and the amendment and restatement of the Strayer charter.

        The Strayer board of directors unanimously recommends that the Strayer stockholders vote "FOR" the Share Issuance Proposal, "FOR" the Charter Amendment Proposal and "FOR" the Strayer Adjournment Proposal.

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        For the factors considered by the Strayer board of directors in reaching its decision to approve the merger agreement and the merger, including the Share Issuance Proposal and the Charter Amendment Proposal, and to make the foregoing recommendations, see "The Merger—Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors."

Opinion of Capella's Financial Advisor (See Page 82)

        On October 29, 2017, at a meeting of the Capella board of directors, Morgan Stanley & Co. LLC ("Morgan Stanley") rendered its oral opinion to the Capella board of directors, subsequently confirmed by delivery of a written opinion, dated October 29, 2017, that, as of that date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken as set forth in the written opinion, the merger exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders of shares of Capella common stock (other than shares held in treasury or by Strayer, Capella or Merger Sub or any of their wholly owned subsidiaries ("Excluded Shares")).

        The full text of the written opinion of Morgan Stanley to the Capella board of directors, dated as of October 29, 2017, is attached to this joint proxy statement/prospectus as Annex C and is incorporated herein by reference in its entirety. The summary of the opinion of Morgan Stanley in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. You should read Morgan Stanley's opinion, this section and the summary of Morgan Stanley's opinion carefully and in their entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Morgan Stanley in rendering its opinion. See "The Merger—Opinion of Capella's Financial Advisor." Morgan Stanley's opinion was directed to the Capella board of directors, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of shares of Capella common stock (other than the Excluded Shares) of the merger exchange ratio pursuant to the merger agreement as of the date of such opinion.

        Morgan Stanley's opinion did not address any other aspects or implications of the merger. Morgan Stanley's opinion did not in any manner address the price at which shares of Strayer common stock would trade following the merger or at any time, and Morgan Stanley expressed no opinion or recommendation to any holder of shares of Capella common stock or Strayer common stock as to how such holder should vote at the Capella special meeting or the Strayer special meeting, respectively, or whether to take any other action with respect to the merger.

Opinion of Strayer's Financial Advisor (See Page 94)

        Strayer retained Perella Weinberg Partners LP ("Perella Weinberg") to act as its financial advisor in connection with a potential transaction with Capella. On October 27, 2017, Perella Weinberg rendered to the Strayer board of directors its oral opinion, subsequently confirmed in writing, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the merger exchange ratio provided for in the merger agreement was fair from a financial point of view to Strayer.

        The full text of Perella Weinberg's written opinion, dated October 27, 2017, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached hereto as Annex D and is incorporated by reference herein. Holders of Strayer common stock are urged to read Perella Weinberg's opinion carefully and in its entirety. Perella Weinberg's opinion was addressed to the Strayer board of directors for information and assistance in connection with, and for the purposes of its evaluation of, the merger. Perella Weinberg's opinion was not intended to be and does not constitute a recommendation to any holder of Strayer common stock or Capella common stock as to how such holders should vote or otherwise act with respect to the merger or any other matter and does

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not in any manner address the prices at which shares of Strayer common stock or Capella common stock will trade at any time. Perella Weinberg's opinion does not address Strayer's underlying business decision to enter into the merger agreement or the relative merits of the merger as compared with any other strategic alternative which may be available to Strayer. Perella Weinberg was not authorized to solicit, and did not solicit, indications of interest in a transaction with Strayer from any party. In addition, Perella Weinberg expressed no opinion as to the fairness of the merger to, or any consideration received in connection with the merger by, the holders of any class of securities, creditors or other constituencies of Strayer. The summary of the opinion of Perella Weinberg set forth in the section of this joint proxy statement/prospectus captioned "The Merger—Opinion of Strayer's Financial Advisor" is qualified in its entirety by reference to the full text of the opinion.

The Merger Agreement (See Page 119)

        The terms and conditions of the merger are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A. You should read the merger agreement carefully, as it is the legal document that governs the merger.

Conditions to Consummation of the Merger (See Page 121)

        As more fully described in this joint proxy statement/prospectus and as set forth in the merger agreement, the consummation of the merger depends on a number of conditions being satisfied or waived. These conditions include:

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        Capella and Strayer cannot be certain when, or if, the conditions to the merger agreement will be satisfied or waived (to the extent waiver is permitted by applicable law), or when or whether the merger will be consummated.

No Solicitation (See Page 130)

        As more fully described in this joint proxy statement/prospectus and as set forth in the merger agreement, the merger agreement restricts the ability of either Capella or Strayer to, directly or indirectly, (i) solicit, initiate, knowingly encourage or induce, or take any other action that could reasonably be expected to facilitate, any inquiries or the making of any proposal which constitutes, or could reasonably be expected to lead to, any competing acquisition proposal or (ii) subject to certain exceptions, engage in any discussions or negotiations regarding any competing acquisition proposal. If, however, either Strayer or Capella, as applicable, receives an unsolicited competing acquisition proposal from a third party, that, prior to receipt of shareholder approval of the Capella Merger Proposal (in the case of Capella) or stockholder approval of the Strayer Required Proposals (in the case of Strayer), such party's board of directors determines in good faith (after consultation with such party's financial advisors and outside counsel) that such competing acquisition proposal is or could reasonably be expected to lead to a Superior Proposal (as defined in "The Merger Agreement—No Solicitation") and that a failure to take certain actions would be inconsistent with the directors' fiduciary duties to Capella's shareholders (in the case of the Capella board of directors) or directors' duties to Strayer (in the case of the Strayer board of directors), in each case under applicable law, then such party may, subject to specified conditions and requirements, furnish nonpublic information to the person making the proposal and participate in discussions or negotiations with such person. The board of directors of either Capella or Strayer may also withhold, withdraw, modify, qualify or amend, or publicly propose to withhold, withdraw, modify, qualify or amend its approval or recommendation of the proposals described in this joint proxy statement/ prospectus, subject to certain conditions, if such board first determines in good faith (after consultation with such party's financial advisors and outside counsel) that the failure to take such action would be inconsistent with the directors' fiduciary duties to Capella's shareholders (in the case of the Capella board of directors) or directors' duties to Strayer (in the case of the Strayer board of directors), in each case under applicable law.

Termination of the Merger Agreement (See Page 136)

        The merger agreement may be terminated at any time prior to the consummation of the merger in any of the following ways:

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Termination Fees and Expenses (See Page 137)

        Upon termination of the merger agreement under certain circumstances specified in the merger agreement, Strayer may be required to pay Capella a termination fee of $25 million, and upon termination of the merger agreement under certain other circumstances specified in the merger agreement, Capella may be required to pay Strayer a termination fee of $25 million. Upon termination of the merger agreement in certain circumstances specified in the merger agreement, Strayer or Capella may be required to reimburse the other party's transaction expenses up to $8 million, to be credited against the $25 million termination fee (if such fee is subsequently required to be paid, as specified in the merger agreement).

Regulatory Approvals Required for the Merger (See Page 113)

        To consummate the merger, Capella and Strayer must obtain approvals or consents from, or make filings with, the FTC and the Antitrust Division of the DOJ and certain educational regulatory bodies, as follows:

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        These regulatory approvals are discussed under "The Merger—Regulatory Approvals Required for the Merger."

        Capella and Strayer have made or intend to make various filings and submissions for the above-referenced approvals and consents. Capella and Strayer will seek to consummate the merger in the third quarter of 2018. Although Strayer and Capella believe that they will be able to obtain the requisite regulatory approvals in a timely manner, they cannot be certain when or if they will do so, or if any approvals will contain terms, conditions, or restrictions that will be detrimental to or adversely affect Strayer, Capella, or their respective subsidiaries after the consummation of the merger.

Accounting Treatment (See Page 114)

        The combined company will account for the merger using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States ("GAAP"). GAAP requires that one of Capella or Strayer be designated as the acquirer for accounting purposes. Based on the evidence available, Strayer will be treated as the acquiring entity for accounting purposes. In identifying Strayer as the acquiring entity, the companies took into account the structure of the merger, the composition of the combined company's board of directors and the designation of certain senior management positions of the combined company, among others. Accordingly, the historical financial statements of Strayer will become the historical financial statements of the combined company.

        The combined company will measure Capella's assets acquired and liabilities assumed at their fair values, including net tangible and identifiable intangible assets acquired and liabilities assumed, as of the consummation of the merger. Any excess of the purchase price over those fair values will be recorded as goodwill.

        Definite lived intangible assets will be amortized over their estimated useful lives. Intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill are also tested for impairment when certain indicators are present.

        The allocation of purchase price reflected in the unaudited pro forma combined financial statements is based on preliminary estimates using assumptions Strayer management believes are reasonable based on currently available information. The final purchase price and fair value assessment of assets and liabilities will be based in part on a detailed valuation that has not yet been completed.

Material U.S. Federal Income Tax Consequences (See Page 116)

        It is a condition to Strayer's obligation to consummate the merger that Strayer receive an opinion from its tax counsel, dated as of the closing date, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. It is a condition to Capella's obligation to consummate the merger that Capella receive an opinion from its tax counsel, dated as of the closing date, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Based on the tax opinion representations and assumptions (as defined on page 117), in the opinion of the tax counsel of both Strayer and Capella, the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

        Accordingly, a U.S. Holder (as defined on page 116) of Capella common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Capella common stock for shares of Strayer common stock in the merger, except with respect to cash received by Capella shareholders in lieu of fractional shares. If any of the tax opinion representations and assumptions is incorrect, incomplete or inaccurate or is violated, the validity of the opinions described

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above may be affected and the tax consequences of the merger could differ from those described in this joint proxy statement/prospectus.

        Please review the information set forth in the section entitled "Material U.S. Federal Income Tax Consequences" for a more complete description of the material U.S. federal income tax consequences of the Reverse Stock Split and of the merger. Please consult your own tax advisors as to the specific tax consequences to you of the merger.

Interests of Capella's Directors and Executive Officers in the Merger (See Page 108)

        In considering the recommendation of the Capella board of directors, Capella shareholders should be aware that certain of Capella's executive officers and directors have interests in the merger that may be different from, or in addition to, those of the Capella shareholders generally. These interests may present such executive officers and directors with actual or potential conflicts of interest. The Capella board of directors was aware of these interests during its deliberations on the merits of the merger and in deciding to recommend that Capella shareholders vote for the Capella Proposals. For additional information on the interests of Capella's directors and officers in the merger, see "The Merger—Interests of Capella's Directors and Executive Officers in the Merger."

Interests of Strayer's Directors and Executive Officers in the Merger (See Page 113)

        In considering the recommendation of the Strayer board of directors, Strayer stockholders should be aware that certain of Strayer's executive officers and directors have interests in the merger that may be different from, or in addition to, those of Strayer's stockholders generally. These interests may present such executive officers and directors with actual or potential conflicts of interest. The Strayer board of directors was aware of these interests during its deliberations on the merits of the merger and in deciding to recommend that Strayer stockholders vote for the Strayer Proposals. For additional information on the interests of Strayer's directors and officers in the merger, see "The Merger—Interests of Strayer's Directors and Executive Officers in the Merger."

No Dissenters' Rights; No Appraisal Rights (See Page 120)

        Under Minnesota law and the Capella articles of incorporation, Capella shareholders will not be entitled to exercise any dissenters' rights in connection with the merger.

        Under Maryland law, Strayer stockholders will not be entitled to exercise any appraisal rights in connection with the merger or the Strayer Required Proposals.

Comparison of Stockholder Rights (See Page 158)

        As a result of the merger, the holders of shares of Capella common stock will become holders of combined company shares, and their rights will be governed by Maryland law (instead of Minnesota law) and by the amended and restated charter and the bylaws of the combined company (instead of the Capella articles of incorporation or the third amended and restated bylaws of Capella (the "Capella bylaws")). Following the merger, former Capella shareholders will have different rights as combined company stockholders than they had as Capella shareholders.

Risk Factors (See Page 35)

        In deciding how to vote your shares of Capella common stock or Strayer common stock, you should read carefully this entire joint proxy statement/prospectus, including the documents incorporated by reference herein and the annexes and exhibits hereto, and in particular, you should read the "Risk Factors" section beginning on page 35 of this joint proxy statement/prospectus. See "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CAPELLA

        Set forth below are selected consolidated financial data for Capella. The financial data as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014 are derived from Capella's audited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Capella's Annual Report on Form 10-K for the year ended December 31, 2016. The financial data as of December 31, 2014, December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013 and December 31, 2012 are derived from the audited financial statements of Capella that are not included in or incorporated by reference into this joint proxy statement/prospectus. The financial data as of September 30, 2017 and for the nine months ended September 30, 2017 and September 30, 2016 are derived from Capella's unaudited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Capella's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017. The financial data as of September 30, 2016 are derived from Capella's unaudited financial statements from Capella's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, which is not incorporated by reference into this joint proxy statement/prospectus. Certain other data reflects other information that has not been derived from the corresponding audited or unaudited financial statements. Capella's management believes that Capella's unaudited consolidated financial statements have been prepared on a basis consistent with its audited financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

        The financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Capella and the related notes contained in its annual and quarterly reports and the other information that Capella has previously filed with the SEC and which is incorporated into this joint proxy statement/prospectus by reference. See "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

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  Year Ended December 31,   Nine Months
Ended
September 30,
 
 
  2012   2013   2014   2015   2016   2016   2017  
 
  (Dollar and share amounts in thousands, except per share data)
 

Income Statement Data:

                                           

Revenues

  $ 410,638   $ 403,345   $ 408,244   $ 416,548   $ 429,390   $ 318,082   $ 328,379  

Costs and expenses:

                                           

Instructional costs and services

    183,310     175,886     178,338     182,883     185,995     138,469     146,402  

Marketing and promotional

    97,017     97,147     95,500     99,629     103,458     76,140     81,493  

Admissions advisory

    29,554     25,816     27,060     28,206     29,292     22,116     22,215  

General and administrative

    35,467     38,277     37,061     35,498     42,438     31,410     31,535  

Lease amendment charges

            2,690                  

Total costs and expenses

    345,348     337,126     340,649     346,216     361,183     268,135     281,645  

Operating income

    65,290     66,219     67,595     70,332     68,207     49,947     46,734  

Other income (expense), net

    392     (108 )   (277 )   (133 )   177     79     392  

Income from continuing operations before income taxes

    65,682     66,111     67,318     70,199     68,384     50,026     47,126  

Income tax expense

    24,093     24,434     25,481     26,569     25,980     19,089     16,446  

Income from continuing operations

    41,589     41,677     41,837     43,630     42,404     30,937     30,680  

Income (loss) from discontinued operations, net of tax

    (5,298 )   (6,474 )   (3,894 )   (3,442 )   565     606     95  

Net income

    36,291     35,203     37,943     40,188     42,969     31,543     30,775  

Net loss attributable to noncontrolling interest

    186                          

Net income attributable to Capella

  $ 36,477   $ 35,203   $ 37,943   $ 40,188   $ 42,969   $ 31,543   $ 30,775  

Basic net income (loss) attributable to Capella per common share:

                                           

Continuing operations

  $ 3.18   $ 3.36   $ 3.41   $ 3.61   $ 3.65   $ 2.66   $ 2.64  

Discontinued operations

    (0.41 )   (0.52 )   (0.32 )   (0.28 )   0.05     0.05     0.01  

Basic net income attributable to Capella per common share

  $ 2.77   $ 2.84   $ 3.09   $ 3.33   $ 3.70   $ 2.71   $ 2.65  

Diluted net income (loss) attributable to Capella per common share:

                                           

Continuing operations

  $ 3.16   $ 3.32   $ 3.34   $ 3.55   $ 3.58   $ 2.61   $ 2.57  

Discontinued operations

    (0.40 )   (0.52 )   (0.31 )   (0.28 )   0.04     0.05      

Diluted net income attributable to Capella per common share

  $ 2.76   $ 2.80   $ 3.03   $ 3.27   $ 3.62   $ 2.66   $ 2.57  

Weighted average number of common shares outstanding:

                                           

Basic

    13,156     12,391     12,286     12,079     11,614     11,647     11,621  

Diluted

    13,220     12,566     12,535     12,301     11,856     11,872     11,955  

 

 
  Year Ended December 31,   Nine Months
Ended
September 30,
 
 
  2012   2013   2014   2015   2016   2016   2017  
 
  (Dollar and share amounts in thousands, except per share data)
 

Other Data:

                                           

Depreciation and amortization

  $ 27,275   $ 23,908   $ 22,638   $ 21,917   $ 21,343   $ 15,751   $ 14,936  

Stock-based compensation expense

  $ 4,880   $ 5,330   $ 5,129   $ 6,594   $ 6,422   $ 5,434   $ 5,184  

Capital expenditures

  $ 23,181   $ 18,300   $ 20,293   $ 20,417   $ 20,908   $ 14,703   $ 17,763  

Cash dividends per common share (declared)

      $ 0.35   $ 1.42   $ 1.50   $ 1.58   $ 1.17   $ 1.23  

Total enrollment(a)

    36,329     35,432     36,309     36,976     37,882     37,708     37,223  

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  As of December 31,   As of September 30,  
 
  2012   2013   2014   2015   2016   2016   2017  
 
  (In thousands)
 

Balance Sheet Data:

                                           

Cash, cash equivalents and current portion of marketable securities

  $ 111,869   $ 140,107   $ 121,857   $ 113,626   $ 139,028   $ 140,471   $ 167,329  

Working capital(b)

    104,163     116,567     103,240     103,227     124,601     117,229     146,338  

Total assets

    212,888     250,249     251,548     250,355     277,313     274,501     296,711  

Long-term liabilities

    18,945     12,045     9,223     6,437     16,009     16,136     15,379  

Total liabilities

    60,786     68,230     56,514     52,476     69,021     74,316     68,839  

Total shareholders' equity

    152,102     182,019     195,034     197,879     208,292     200,185     227,872  

(a)
Total enrollment reflects learners who are actively enrolled during the last month of each period indicated.

(b)
Working capital is calculated by subtracting current liabilities from current assets.

        "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Capella's Quarterly Report on Form 10-Q, which is incorporated by reference into this joint proxy statement/prospectus, is hereby supplemented by the following disclosure: On April 22, 2016, Capella acquired Hackbright Academy, a software engineering school for women headquartered in San Francisco, California, for $18.0 million. On May 4, 2016, Capella acquired DevMountain, a software development school headquartered in Provo, Utah, for $15.0 million. In connection with these acquisitions, Capella recorded $23.3 million of goodwill and $7.9 million of indefinite-lived intangible assets. Since the dates of acquisition, Capella has made investments in both businesses to position them for scalable growth. Hackbright and DevMountain have not achieved their revenue growth and operating performance expectations and these trends are expected to continue. As a result, Capella believes it is increasingly likely that some or all of the goodwill and indefinite-lived intangible assets associated with Hackbright and DevMountain will be impaired in the future. Capella will assess goodwill and indefinite-lived intangible assets for impairment in the fourth quarter of 2017 under the quantitative impairment tests under ASC 350. See "Where You Can Find More Information" beginning on page 177.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF STRAYER

        Set forth below are selected consolidated financial data for Strayer. The financial data as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014 are derived from Strayer's audited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Strayer's Annual Report on Form 10-K for the year ended December 31, 2016. The financial data as of December 31, 2014, December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013 and December 31, 2012 are derived from the audited financial statements of Strayer that are not included in or incorporated by reference into this joint proxy statement/prospectus. The financial data as of September 30, 2017 and for the nine months ended September 30, 2017 and September 30, 2016 are derived from Strayer's unaudited financial statements that are incorporated by reference into this joint proxy statement/prospectus from Strayer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017. The financial data as of September 30, 2016 are derived from Strayer's unaudited financial statements from Strayer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, which is not incorporated by reference into this joint proxy statement/prospectus. Certain other data reflects other information that has not been derived from the corresponding audited or unaudited financial statements. Strayer's management believes that Strayer's unaudited consolidated financial statements have been prepared on a basis consistent with its audited financial statements and include all normal and recurring adjustments necessary for a fair presentation of the results for each interim period.

        The financial statement data provided below is only a summary, and you should read it in conjunction with the historical consolidated financial statements of Strayer and the related notes contained in its annual and quarterly reports and the other information that Strayer has previously filed with the SEC and which is incorporated into this joint proxy statement/prospectus by reference. See "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

 
  Year Ended December 31,   Nine Months Ended
September 30,
 
 
  2012   2013   2014   2015   2016   2016   2017  
 
  (Dollar and share amounts in thousands, except per share data)
 

Income Statement Data:

                                           

Revenues

  $ 561,979   $ 503,600   $ 446,041   $ 434,437   $ 441,088   $ 321,809   $ 336,144  

Costs and expenses:

                                           

Instruction and educational support

    300,098     310,446     236,303     234,097     241,026     176,175     180,059  

Marketing

    71,864     75,426     66,495     70,084     79,025     61,434     64,734  

Admissions advisory

    26,374     20,390     16,661     16,304     17,832     13,171     14,813  

General and administration

    50,056     64,637     44,835     44,254     45,733     33,211     36,017  

Total costs and expenses

    448,392     470,899     364,294     364,739     383,616     283,991     295,623  

Income from operations

    113,587     32,701     81,747     69,698     57,472     37,818     40,521  

Investment and other income

    4     2     117     283     462     327     737  

Interest expense

    4,616     5,419     5,248     3,850     642     481     481  

Income before income taxes

    108,975     27,284     76,616     66,131     57,292     37,664     40,777  

Provision for income taxes

    43,045     10,859     30,260     26,108     22,490     14,580     13,670  

Net income

  $ 65,930   $ 16,425   $ 46,356   $ 40,023   $ 34,802   $ 23,084   $ 27,107  

Net income per share:

                                           

Basic

  $ 5.79   $ 1.55   $ 4.39   $ 3.78   $ 3.28   $ 2.18   $ 2.54  

Diluted

  $ 5.76   $ 1.55   $ 4.35   $ 3.73   $ 3.21   $ 2.14   $ 2.43  

Weighted average shares outstanding:

                                           

Basic

    11,390     10,584     10,561     10,588     10,610     10,608     10,671  

Diluted(a)

    11,440     10,624     10,650     10,740     10,845     10,803     11,174  

Other Data:

                                           

Depreciation and amortization

  $ 23,973   $ 35,563   $ 20,630   $ 18,104   $ 17,817   $ 13,276   $ 13,718  

Stock-based compensation expense

  $ 5,464   $ 9,291   $ 9,453   $ 10,213   $ 10,767   $ 7,330   $ 8,569  

Capital expenditures

  $ 24,733   $ 8,726   $ 6,902   $ 12,692   $ 13,161   $ 7,501   $ 14,573  

Cash dividends per common share (paid)

  $ 4.00   $   $   $   $   $   $ 0.75  

Average enrollment(b)

    49,323     43,969     40,254     40,450     41,556     40,238     42,826  

Strayer University Campuses(c)

    97     100     79     76     74     76     72  

Full-time employees(d)

    2,019     1,485     1,455     1,401     1,542     1,521     1,364  

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  As of December 31,   As of September 30,  
 
  2012   2013   2014   2015   2016   2016   2017  
 
  (In thousands)
 

Balance Sheet Data:

                                           

Cash, cash equivalents and marketable securities

  $ 47,517   $ 94,760   $ 162,283   $ 106,889   $ 129,245   $ 120,502   $ 150,483  

Working capital(e)

    46,631     82,182     140,316     74,761     100,704     91,048     114,462  

Total assets

    227,792     254,266     307,815     248,434     298,696     286,504     328,575  

Long-term debt

    121,875     118,750     112,500                  

Other long-term liabilities

    21,905     51,456     46,248     47,987     50,483     51,631     40,788  

Total liabilities

    186,804     215,364     215,083     105,578     110,322     113,285     113,086  

Total stockholders' equity

    40,988     38,902     92,732     142,856     188,374     173,219     215,489  

(a)
Diluted weighted average shares outstanding include common shares issued and outstanding, and the dilutive impact of restricted stock, restricted stock units, and outstanding stock options using the Treasury Stock Method.

(b)
Reflects average student enrollment during each period indicated.

(c)
Reflects number of Strayer University campuses offering classes during the last quarter of each period indicated. In October 2013, we announced that 20 physical locations would be closed after classes were taught in the fall academic term.

(d)
Reflects full-time employees, including full-time faculty, as of the end of the period reflected.

(e)
Working capital is calculated by subtracting current liabilities from current assets.

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SELECTED STRAYER AND CAPELLA UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL DATA

        The following selected unaudited pro forma condensed combined financial data (the "selected pro forma data") gives effect to the merger. The selected unaudited pro forma combined statement of income data for the year ended December 31, 2016 and the nine months ended September 30, 2017, gives effect to the merger as if it had occurred on January 1, 2016. The selected unaudited pro forma combined balance sheet data as of September 30, 2017 gives effect to the merger as if it had occurred on September 30, 2017.

        The historical consolidated financial information has been adjusted in the selected pro forma data to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable and (iii) with respect to the statements of income, expected to have a continuing impact on the combined company's results.

        The selected pro forma data has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information of the combined company appearing elsewhere in this joint proxy statement/prospectus and the accompanying notes to the unaudited pro forma combined financial information. In addition, the selected pro forma data was based on, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes, which are incorporated by reference into this joint proxy statement/prospectus:

        The selected pro forma data has been prepared by Strayer using the acquisition method of accounting in accordance with GAAP. Strayer has been treated as the acquirer in the merger for accounting purposes. In the selected pro forma data, the assets and liabilities of Capella have been recorded by Strayer at their respective fair values as of the date the merger is consummated. The acquisition accounting is dependent upon certain valuation and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The assets and liabilities of Capella have been measured based on various preliminary estimates using assumptions that Strayer believes are reasonable based on information that is currently available to it. Differences between these preliminary estimates and the final acquisition accounting will occur, and those differences could have a material impact on the selected pro forma data. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements prepared in accordance with the rules and regulations of the SEC.

        The selected pro form data has been presented for informational purposes only. The selected pro forma data does not purport to represent the actual results of operations that Strayer and Capella would have achieved had the companies been combined during the periods presented in the selected financial data and is not intended to project the future results of operations that the combined company may achieve after the merger.

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        The selected financial data does not reflect any cost savings that may be realized as a result of the merger and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings.

        Amounts below are presented in thousands, except per share amounts.

 
  For the Nine
Months Ended
September 30, 2017
  For the Year
Ended
December 31, 2016
 

Pro Forma Condensed Combined Statement of Income Data:

             

Total revenue

  $ 664,523   $ 870,478  

Operating expenses

    595,679     770,220  

Income from continuing operations

    68,844     100,258  

Interest income and other income

    1,129     639  

Interest expense

    481     642  

Income before income taxes from continuing operations

    69,492     100,255  

Net income from continuing operations

    46,648     61,826  

Basic earnings per share from continuing operations

  $ 2.20   $ 2.93  

Diluted earnings per share from continuing operations

  $ 2.13   $ 2.88  

 

 
  As of
September 30,
2017
 

Pro Forma Condensed Combined Balance Sheet Data:

       

Cash, cash equivalents and current marketable securities

  $ 280,067  

Working capital

    229,766  

Total assets

    1,460,740  

Long-term debt

     

Other long-term liabilities

    117,348  

Total liabilities

    246,966  

Combined company stockholders' equity

    1,213,774  

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table reflects (a) the historical net income and book value per share of Strayer common stock in comparison with the pro forma net income and book value per share after giving effect to the proposed merger as a purchase of Capella; (b) the historical net income and book value per share of Capella common stock in comparison with the equivalent pro forma net income and book value per share attributable to 875/1000ths of a share of Strayer common stock which will be received for each share of Capella; and (c) the actual cash dividends per share compared in the case of Capella with the equivalent pro forma of 875/1000ths of the cash dividend paid on each share of Strayer common stock.

        Historical Per Share Information of Strayer and Capella.    The historical per share information of each of Strayer and Capella below is derived from the audited consolidated financial statements of each of Strayer and Capella as of, and for the year ended, December 31, 2016 and the unaudited consolidated financial statements of each of Strayer and Capella as of, and for the nine months ended, September 30, 2017.

        Unaudited Pro Forma Combined per Share Data.    The unaudited pro forma combined per share data set forth below gives effect to the merger under the acquisition method of accounting, as if the merger had been effective on January 1, 2016, the first (1st) day of Strayer's fiscal year ended December 31, 2016, in the case of net income per share.

        The unaudited pro forma combined per share data is derived from the audited consolidated financial statements of each of Strayer and Capella as of, and for the year ended, December 31, 2016, and the unaudited consolidated financial statements of each of Strayer and Capella as of, and for the nine months ended, September 30, 2017.

        The acquisition method of accounting is based on Financial Accounting Standards Board, Accounting Standards Codification ("ASC") 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures, which Strayer has adopted as required. Acquisition accounting requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Fair value measurements recorded in acquisition accounting are dependent upon certain valuation studies of Capella's assets and liabilities and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments reflect the assets and liabilities of Capella at their preliminary estimated fair values. Differences between these preliminary estimates and the final values in acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma combined per share information set forth in the following table.

        The unaudited pro forma combined per share data does not purport to represent the actual results of operations that the combined company would have achieved had the companies been combined during these periods or to project the future results of operations that the combined company may achieve after consummation of the merger.

        Unaudited Equivalent Pro Forma per Share Data for Capella.    The unaudited equivalent pro forma per share data for Capella set forth below is calculated by multiplying the corresponding unaudited pro forma combined per share data by the 0.875 merger exchange ratio.

        Generally.    You should read the below information in conjunction with the selected historical consolidated financial information included elsewhere in this joint proxy statement/prospectus and the historical consolidated financial statements of Strayer and Capella and related notes that have been filed with the SEC, certain of which are incorporated by reference into this joint proxy statement/prospectus. See "Selected Historical Consolidated Financial Data of Strayer," "Selected Historical

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Consolidated Financial Data of Capella" and "Where You Can Find More Information." The unaudited pro forma combined per share data of Strayer is derived from, and should be read in conjunction with, the Strayer and Capella unaudited pro forma condensed combined financial statements and related notes included in this joint proxy statement/prospectus. See "Strayer and Capella Unaudited Pro Forma Condensed Combined Financial Statements."

 
  As of/For the
Nine Months
Ended
September 30,
2017
  As of/For the
Year Ended
December 31,
2016
 

Strayer Historical per Common Share Data:

             

Net income—basic

  $ 2.54   $ 3.28  

Net income—diluted

  $ 2.43   $ 3.21  

Cash dividends paid

  $ 0.75   $  

Book value

  $ 19.30   $ 16.98  

Capella Historical per Common Share Data:

             

Net income from continuing operations—basic

  $ 2.64   $ 3.65  

Net income from continuing operations—diluted

  $ 2.57   $ 3.58  

Cash dividends paid

  $ 1.23   $ 1.56  

Book value

  $ 19.58   $ 18.04  

Unaudited Pro Forma Combined per Share Data:

             

Net income—basic

  $ 2.20   $ 2.93  

Net income—diluted

  $ 2.13   $ 2.88  

Cash dividends paid(1)

  $ 0.75   $  

Book value

  $ 55.96     N/A  

Unaudited Equivalent Pro Forma per Share Data for Capella(2)

             

Net income—basic

  $ 1.93   $ 2.56  

Net income—diluted

  $ 1.87   $ 2.52  

Cash dividends paid

  $ 0.66   $  

Book value

  $ 48.97     N/A  

(1)
Reflects Strayer's historical dividend per share declared and paid in the respective period assuming no change in the dividend policy following the merger. Assuming a continuation of the $1.00 per year dividend policy on the pro forma shares outstanding at September 30, 2017, the total annual cash commitment for dividends would be approximately $22 million.

(2)
Pro forma amounts for Strayer multiplied by 0.875 (the merger exchange ratio).

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

        The principal trading market for shares of Strayer common stock and shares of Capella common stock is NASDAQ. The following table sets forth, for the calendar periods indicated, the high and low sales prices per share of Strayer common stock and per share of Capella common stock as reported by NASDAQ. The shares of Strayer common stock are traded on NASDAQ under the symbol "STRA," and the shares of Capella common stock are traded on NASDAQ under the symbol "CPLA."

 
  Strayer Common
Stock
  Capella Common
Stock
 
 
  High   Low   High   Low  

2015:

                         

First Quarter

  $ 74.69   $ 53.26   $ 77.23   $ 63.61  

Second Quarter

  $ 55.97   $ 42.20   $ 68.93   $ 50.48  

Third Quarter

  $ 57.91   $ 41.50   $ 55.45   $ 46.25  

Fourth Quarter

  $ 63.85   $ 49.12   $ 56.84   $ 43.58  

2016:

                         

First Quarter

  $ 59.99   $ 42.39   $ 54.72   $ 39.06  

Second Quarter

  $ 50.69   $ 44.02   $ 57.42   $ 48.80  

Third Quarter

  $ 51.74   $ 43.50   $ 63.01   $ 51.50  

Fourth Quarter

  $ 83.92   $ 44.63   $ 90.40   $ 57.26  

2017:

                         

First Quarter

  $ 83.88   $ 71.31   $ 89.61   $ 73.55  

Second Quarter

  $ 95.74   $ 75.84   $ 99.25   $ 82.21  

Third Quarter

  $ 94.99   $ 76.40   $ 89.20   $ 65.40  

Fourth Quarter (through December 6, 2017)

  $ 100.72   $ 86.03   $ 87.10   $ 65.15  

        The following table sets forth the closing sale prices per share of Strayer common stock and per share of Capella common stock as reported on NASDAQ as of October 27, 2017, the last trading day before the public announcement of the merger agreement, and as of December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration per share of Capella common stock on each of the dates, which has been determined by multiplying the closing price of a share of Strayer common stock on each of the dates by the 0.875 merger exchange ratio.

 
  Share of Strayer
Common Stock
  Share of Capella
Common Stock
  Implied Value
of Merger
Consideration
 

October 27, 2017

  $ 91.73   $ 65.50   $ 80.26  

December 6, 2017

  $ 95.52   $ 83.45   $ 83.58  

        The market prices of shares of Strayer common stock and shares of Capella common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Strayer special meeting and the Capella special meeting and the date the merger is consummated and thereafter. No assurance can be given concerning the market prices of shares of Strayer common stock or shares of Capella common stock before consummation of the merger or combined company shares after consummation of the merger.

Holders

        As of the close of business on December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, 11,167,425 shares of Strayer common stock, held by 45 holders of record, were outstanding. As of the close of business on December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, 11,623,793 shares of Capella common stock, held by 21 holders of record, were outstanding.

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RISK FACTORS

        In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under "Cautionary Statement Regarding Forward-Looking Statements" of this joint proxy statement/prospectus, Strayer stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Strayer Proposals, and Capella shareholders should carefully consider the following risks in deciding whether to vote for the approval of the Capella Proposals. Descriptions of some of these risks can be found in the Annual Reports of Strayer and Capella on Form 10-K for the fiscal year ended December 31, 2016, and any amendments thereto, as such risks may be updated or supplemented in each company's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its annexes and exhibits and the other documents incorporated by reference into this joint proxy statement/prospectus. See also "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

Risks Related to the Merger

Fluctuations in the market price of Strayer common stock will affect the value of the merger consideration.

        In the merger, each share of Capella common stock issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.875 shares of Strayer common stock (plus cash in lieu of fractional shares). This merger exchange ratio will not be adjusted in the event of any change in the market price of Strayer common stock or Capella common stock. Based on the closing price per share of Strayer common stock on NASDAQ on December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, the 0.875 of a combined company share that the holders of Capella common stock will hold after the merger in respect of each share of Capella common stock they held immediately prior to the merger would have a value of approximately $83.58.

        The exact dollar value of the combined company shares that the Strayer stockholders and the Capella shareholders will hold upon consummation of the merger will not be known at the time of the Strayer special meeting or the Capella special meeting and may be greater than, the same as or less than the current prices at the time of the Strayer special meeting or the Capella special meeting. The market price of the Strayer common stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past. As a result of these fluctuations, the value of the merger consideration will also vary. For example, based on the range of closing prices of Strayer common stock during the period from October 27, 2017, the last trading day before public announcement of the merger, through December 6, 2017, the latest practicable trading date before the filing of this joint proxy statement/prospectus, the merger exchange ratio represented a value ranging from a low of $80.26 to a high of $87.50 for each share of Capella common stock.

        Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the respective businesses, operations and prospects of Capella and Strayer, regulatory considerations and other factors beyond the control of Capella or Strayer. You should obtain current market price quotations for shares of Capella common stock and for shares of Strayer common stock, but as indicated above, the prices at the time the merger is consummated may be greater than, the same as or less than such price quotations.

The market price for the combined company shares following the consummation of the merger may be affected by factors different from or in addition to those that historically have affected or currently affect shares of Capella common stock and/or shares of Strayer common stock.

        Upon consummation of the merger, holders of Capella common stock and holders of Strayer common stock immediately prior to the consummation of the merger will both hold combined company shares. Although the two companies operate in the same industry, Strayer's businesses differ from those

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of Capella, and accordingly the results of operations of the combined company will be affected by some factors that are different from or in addition to those currently affecting the results of operations of Capella and those currently affecting the results of operations of Strayer. For a discussion of the businesses of Capella and Strayer and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

The merger may not be consummated unless important conditions are satisfied or waived.

        The merger agreement contains a number of conditions that must be satisfied or waived (to the extent permitted by applicable law) to consummate the merger. Those conditions include, among others:

        These conditions to the consummation of the merger may not be satisfied or waived (to the extent permitted by applicable law) and, as a result, the merger may not be consummated at the time expected, or at all. For additional information regarding the conditions to the merger, see "The Merger Agreement—Conditions to Consummation of the Merger."

        In addition, Capella or Strayer may elect to terminate the merger agreement in certain other circumstances See "The Merger Agreement—Termination of the Merger Agreement."

The merger agreement contains provisions that could discourage a potential competing acquirer of either Capella or Strayer.

        The merger agreement contains "no shop" provisions that restrict each of Strayer's and Capella's ability to solicit, initiate or knowingly encourage and induce, or take any other action designed to facilitate competing third-party proposals relating to a merger, reorganization or consolidation of the company or an acquisition of the company's stock or assets. Further, subject to the parties' rights to terminate the merger agreement, each party has agreed to submit the merger in the manner described in this joint proxy statement/prospectus to a vote of its stockholders for approval notwithstanding any change in recommendation by its board of directors. In addition, the other party generally has an opportunity to offer to modify the terms of the merger in response to any competing acquisition proposals before the board of directors of the company that has received a third-party proposal may withdraw or qualify its recommendation with respect to the merger. If the merger agreement is terminated in connection with the pursuit of a third-party transaction by one of the parties, that party will be required to pay a termination fee of $25 million to the other party. See "The Merger Agreement—No Solicitation" beginning on page 130, "The Merger Agreement—Termination of the Merger Agreement" beginning on page 136 and "The Merger Agreement—Termination Fees and Expenses" beginning on page 137.

        These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of Strayer or Capella from considering or proposing that

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acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the merger. A potential third-party acquirer maintaining interest in the face of these provisions might propose to pay a lower price to the stockholders than it might otherwise have proposed to pay because of the added expense of the $25 million termination fee that may become payable in certain circumstances.

        If the merger agreement is terminated and either Strayer or Capella determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

The pendency of the merger could materially adversely affect the business, financial condition, results of operations or cash flows of Capella or Strayer.

        Uncertainty about the effect of the merger on employees, suppliers, students and employers of students may have an adverse effect on Capella and Strayer. Some students and others who deal with Capella and/or Strayer may seek to change existing relationships with Capella and/or Strayer or delay decisions to continue or expand their relationships with the companies. Current and prospective employees may experience uncertainty about their future roles, which may affect Capella's or Strayer's ability to attract, retain and motivate key personnel. If employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the businesses, the combined company following the merger could face disruptions in its operations, loss of existing students, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the merger.

        In addition, the merger agreement restricts Strayer and Capella from taking certain actions until the effective time without the consent of the other party, including, among others: the payment of dividends; the issuance of equity (including incentive equity awards); certain increases to employee compensation and benefits; capital expenditures; the incurrence of indebtedness; acquisitions and divestitures; and the entry into or amending certain material contracts. Strayer and Capella are required to conduct business in the ordinary course consistent with past practice. The restrictive covenants, which are subject to various specific exceptions, may prevent Strayer or Capella from pursuing attractive business opportunities that may arise prior to the consummation of the merger. For a description of the restrictive covenants applicable to Strayer and Capella, see "The Merger Agreement—Conduct of Business Pending the Merger."

Litigation filed or that may be filed against Capella, Strayer, Merger Sub and/or the members of the Capella board of directors or the Strayer board of directors could prevent or delay the consummation of the merger.

        A putative class action lawsuit has been filed by a Capella shareholder challenging the disclosures made in connection with the merger. The lawsuit seeks to enjoin the merger, to recover damages if the merger is consummated, attorney's fees, and other relief. For a more detailed description of litigation in connection with the merger, see "The Merger—Litigation Relating to the Merger" beginning on page 115.

        The outcome of this lawsuit or any other lawsuit that may be filed challenging the merger is uncertain. One of the conditions to the closing of the merger is that no governmental authority has issued or entered any order after the date of the merger agreement having the effect of enjoining or otherwise prohibiting the consummation of the merger, and this lawsuit seeks and potential other lawsuits may seek an order enjoining consummation of the merger. Accordingly, if this lawsuit or any future lawsuit is successful in obtaining an order enjoining consummation of the merger, then such order may prevent the merger from being consummated, or from being consummated within the expected time frame, and could result in substantial costs to Capella and Strayer including, but not limited to, costs associated with the indemnification of directors and officers. Any such injunction or delay in the merger being completed may adversely affect Capella's and Strayer's business, financial condition, results of operations and cash flows.

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Capella and Strayer directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Capella shareholders and Strayer stockholders.

        Certain of the directors and executive officers of Capella and Strayer negotiated the terms of the merger agreement and the Capella and Strayer directors and executive officers have interests in the merger that may be different from, or in addition to, those of Capella shareholders and Strayer stockholders, respectively. These interests include, but are not limited to, the continued service of certain directors and officers of Capella and Strayer as directors and officers of the combined company, the treatment in the merger of Capella stock options and Capella RSUs and certain other executive compensation arrangements with the Capella directors and officers, and provisions in the merger agreement regarding continued indemnification of and advancement of expenses to Capella and Strayer directors and officers. Capella shareholders and Strayer stockholders should be aware of these interests when they consider their respective boards of directors' recommendation that they vote in favor of the merger-related proposals.

        The members of the Capella board of directors were aware of and considered these interests relating to Capella, among other matters, in evaluating the merger agreement and the merger, and in recommending that Capella shareholders approve the Capella Proposals. The interests of Capella directors and executive officers are described under "The Merger—Interests of Capella's Directors and Executive Officers in the Merger."

        The members of the Strayer board of directors were aware of and considered these interests relating to Strayer, among other matters, in evaluating the merger agreement and the merger, and in recommending that Strayer stockholders approve the Strayer Proposals. The interests of Strayer directors and executive officers are described in more detail under "The Merger—Interests of Strayer's Directors and Executive Officers in the Merger."

Strayer stockholders will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management.

        Strayer stockholders currently have the right to vote in the election of the Strayer board of directors and on other matters affecting Strayer. Upon consummation of the merger, each Strayer stockholder will be a stockholder of the combined company with a percentage ownership of the combined company that is smaller than the stockholder's prior percentage ownership of Strayer. After consummation of the merger, Strayer stockholders are expected to own approximately 52% of the issued and outstanding combined company shares on a fully diluted basis. Because of this, Strayer stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Strayer.

Capella shareholders will receive combined company shares as a result of the merger, which have different rights from shares of Capella common stock.

        Upon consummation of the merger, the rights of former Capella shareholders who receive combined company shares will be governed by Maryland law (including the Maryland General Corporation Law, the "MGCL"), the amended and restated Strayer charter and the Strayer bylaws, which differ from Minnesota law (including the Minnesota Business Corporation Act, the "MBCA") and the Capella articles of incorporation and the Capella bylaws. The rights associated with shares of Capella common stock are different from the rights associated with combined company shares. For a discussion of the different rights associated with shares of Capella common stock and combined company shares, see "Comparison of Stockholder Rights."

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Following the consummation of the merger, the composition of the combined company board of directors and the management team will be different from the composition of the current board of directors and management teams of Strayer and Capella, which may affect the strategy and operations of the combined company.

        Following the consummation of the merger, the board of directors of the combined company will consist of (a) nine directors designated by Strayer, (b) J. Kevin Gilligan, Chief Executive Officer of Capella, and (c) two additional designees who are currently members of the Capella board of directors and are recommended by Mr. Gilligan. In addition, one of the two additional Capella designees will be appointed to serve on the Compensation Committee of the combined company.

        Robert Silberman will continue as Executive Chairman of the board of directors of the combined company and Mr. Gilligan will be appointed as Vice Chairman at the effective time. Karl McDonnell, Strayer's current President and Chief Executive Officer, and Daniel W. Jackson, Strayer's current Executive Vice President and Chief Financial Officer, will continue in their respective positions at the combined company following the effective time. Steven L. Polacek, Capella's current Senior Vice President and Chief Financial Officer will be appointed as the Chief Integration/Transition Officer of the combined company.

        This new composition of the board of directors and management team may affect the combined company's business strategy and operating decisions following the consummation of the merger, as compared to those of Strayer and Capella prior to the merger. In addition, there can be no assurances that the new board of directors and management team will function effectively as a team and that any differences or difficulties, should they arise, will not have an adverse effect on the combined company's business or results.

The opinions of Capella's and Strayer's financial advisors do not reflect changes in circumstances that may have occurred or that may occur between the signing of the merger agreement and the consummation of the merger.

        The opinion rendered to the Capella board of directors by Morgan Stanley and the opinion rendered to the Strayer board of directors by Perella Weinberg were provided in connection with, and at the time of, the boards of directors' respective evaluation of the merger. These opinions were based on the respective financial analyses performed, which considered market and other conditions then in effect, and financial forecasts and other information made available to them, as of the date of their respective opinions, which may have changed, or may change, after the date of the opinions. Neither the Capella board of directors nor the Strayer board of directors has obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus or as of any other date, nor will either receive updated, revised or reaffirmed opinions prior to the consummation of the merger. Changes in the operations and prospects of Capella or Strayer, general market and economic conditions and other factors that may be beyond the control of Capella or Strayer, and which changes were not taken into account by Capella's and Strayer's financial advisors in rendering their opinions, may significantly alter the value of Capella or Strayer or the prices of the Capella common stock or the Strayer common stock by the time the merger is consummated. The opinions do not speak as of the time the merger will be consummated or as of any date other than the date of such opinions. Because Capella's and Strayer's financial advisors will not be updating their opinions, the opinions do not address the fairness of the merger consideration, from a financial point of view, at any time other than the time such opinions were issued, even though the Capella board of directors' recommendation that Capella shareholders vote "FOR" the Capella Proposals and the Strayer board of directors' recommendation that Strayer stockholders vote "FOR" the Strayer Proposals are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that the Capella board of directors and the Strayer board of directors received from their respective financial advisors, see "The Merger—Opinion of Capella's Financial Advisor" and "The Merger—Opinion of Strayer's Financial Advisor."

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Failure to consummate the merger could negatively impact respective future stock prices, operations and financial results of Capella and Strayer.

        If the merger is not consummated for any reason, Capella and Strayer may be subjected to a number of material risks, including the following:

        In addition to the above risks, Capella or Strayer may be required, under certain circumstances, to pay a termination fee of up to $25 million to the other party, and in some cases reimburse the other party's expenses up to $8 million, which may materially adversely affect Capella's or Strayer's financial condition, as applicable.

        If the merger is not consummated, we cannot assure the Strayer stockholders or the Capella shareholders that these risks will not materialize and will not materially adversely affect the business, financial results and stock price of the respective companies. Failure to consummate the merger could also materially adversely affect the stock prices of Capella and Strayer to the extent the current market prices reflect a market premium based on the assumption that the merger will be consummated and will be beneficial to the value of the business of the combined company.

Capella shareholders and Strayer stockholders will not be entitled to dissenters' or appraisal rights in the merger.

        Dissenters' or appraisal rights are statutory rights that, if applicable under law, enable shareholders and stockholders to dissent from a transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

        Under the MBCA, shareholders do not have dissenters' rights if the shares of stock they hold at the record date for determination of shareholders entitled to notice of the shareholders meeting at which shareholders are to vote on the proposed corporate action are listed on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, or the NASDAQ Global Select Market, except if the shareholders are required to accept for such shares anything other than shares, or cash in lieu of fractional shares, of any class or any series of shares, or any other ownership interest, of any other organization which is similarly listed on the abovementioned national securities markets at the time the corporate action becomes effective. As the shares of Capella common stock are listed on the NASDAQ Global Select Market and are expected to continue to be so listed on the Capella record date, and as the Capella shareholders will receive as merger consideration combined company shares that will be listed on the NASDAQ Global Select Market and cash in lieu of fractional shares, Capella

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shareholders will not be entitled to dissenters' rights in the merger with respect to their shares of Capella common stock.

        None of the merger of Merger Sub with and into Capella, the issuance of Strayer common stock in the merger or the amendment and restatement of the Strayer charter gives rise to appraisal rights for the Strayer stockholders under Maryland law. Strayer stockholders will not be entitled to dissenters' or appraisal rights in the merger with respect to their shares of Strayer common stock.

Financial projections regarding Capella and Strayer may not prove accurate.

        In connection with the merger, Capella and Strayer prepared and considered internal financial forecasts for Capella and Strayer. These financial projections include assumptions regarding future operating cash flows, expenditures and income of Capella and Strayer. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all, or within projected timeframes. The failure of Capella or Strayer to achieve projected results could have a material adverse effect on the price of the combined company shares, the combined company's financial position, and the combined company's ability to pay dividends, and/or pay dividends at or above the rate currently paid by Strayer or Capella, following the consummation of the merger.

The merger may disrupt attention of Capella's and Strayer's management from ongoing business operations.

        Each of Capella and Strayer has expended, and expects to continue to expend, significant management resources to consummate the merger. The attention of each company's management may be diverted away from the day-to-day operations of the businesses of Capella and Strayer, respectively, including implementing initiatives to improve performance and execution of existing business plans in an effort to consummate the merger. This diversion of management resources could disrupt Capella's or Strayer's operations and may have an adverse effect on the respective businesses, financial conditions and results of operations of the two companies or the combined company.

The consummation of the merger is subject to the receipt of consents and approvals from government and regulatory entities, which may impose conditions that could have a material adverse effect on Capella or Strayer or could cause either Capella or Strayer to abandon the merger.

        The governmental and regulatory agencies from which Capella and Strayer will seek approvals have broad discretion in administering the applicable government regulations. Capella and Strayer are unable to consummate the merger until after the applicable waiting period under the HSR Act expires or terminates. On November 22, 2017, the FTC granted early termination, effective immediately, of the applicable waiting period under the HSR Act.

        Regulatory approvals will also be required in connection with the merger from certain educational agencies, including approval from the HLC. In addition, Strayer is notifying all of the educational regulatory agencies that approve Strayer University of the merger. Although it is not expected that this merger constitutes a change of control for Strayer University, it is possible that some of those agencies may require approval of the merger, or subject Strayer University to a review in connection with the merger.

        In addition, as a condition of the merger, Capella must receive from the DOE a written response to its preacquisition review application that does not indicate the existence of any impediment to the issuance of the temporary provisional program participation agreement following consummation of the merger that would reasonably be expected to result in a combined company material adverse effect, or any terms or conditions that would reasonably be expected to result in a combined company material adverse effect, as described in the merger agreement. See "The Merger Agreement—Conditions to Consummation of the Merger" beginning on page 121.

        There can be no assurance that all of the regulatory approvals described above, or any other regulatory approvals that might be required to consummate the merger, will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, the ability to obtain the

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approvals on satisfactory terms, or that the conditions will not result in the abandonment of the merger. See the sections of this proxy statement/prospectus entitled "The Merger—Regulatory Approvals Required for the Merger" beginning on page 113 and "The Merger Agreement—Conditions to Consummation of the Merger" beginning on page 121.

        The merger agreement may require Strayer and Capella to accept conditions from certain regulators that could limit the combined company after the consummation of the merger without either of Strayer or Capella having the right to refuse to consummate the merger on the basis of those regulatory conditions, except that for certain education regulators, Strayer and Capella may refuse to consummate the merger if any such conditions individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the combined company following the consummation of the merger.

        Any delay in the consummation of the merger for regulatory reasons could diminish the anticipated benefits of the merger or result in additional transaction costs. Any uncertainty over the ability to consummate the merger could make it more difficult for Capella or Strayer to maintain or pursue particular business strategies. Conditions imposed by regulatory agencies in connection with their approval of the merger may restrict the combined company's ability to modify its operations or the combined company's ability to expend cash for other uses or otherwise have a material adverse effect on, or delay, the anticipated benefits of the merger.

The merger may not be accretive and may cause dilution to the combined company's earnings per share, which may negatively affect the market price of the combined company shares.

        Because shares of Strayer common stock will be issued in the merger, it is possible that, although Capella and Strayer currently expect the merger to be accretive to earnings per share in 2019, excluding one-time charges, the merger may be dilutive to earnings per share, which could negatively affect the market price of combined company shares.

        In connection with the consummation of the merger, Strayer expects to issue approximately 10.5 million shares of Strayer common stock. The issuance of these new shares of Strayer common stock could have the effect of depressing the market price of shares of Strayer common stock (referred to as combined company shares as of the consummation of and following the merger) through dilution of earnings per share or otherwise.

        In addition, future events and conditions could increase the dilution that is currently projected, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the merger. Any dilution of, or delay in any accretion to, earnings per share could cause the price of the combined company shares to decline or grow at a reduced rate.

Risks Related to the Business of the Combined Company

Combining the two companies may be more difficult, costly or time consuming than expected, and the combined company may not realize all of the anticipated benefits of the merger.

        Capella and Strayer have operated and, until the consummation of the merger, will continue to operate, independently. The success of the merger will depend on, among other things, the combined company's ability to combine the businesses of Capella and Strayer in a manner that does not materially disrupt the existing student relationships of either Capella or Strayer or adversely affect current revenues and investments in future growth. Additionally, the combined company may not be able to successfully achieve the level of cost savings, revenue enhancements and synergies that it expects. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

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        In addition, the continued operation of two independent businesses within the combined company may be a complex, costly and time-consuming process. The difficulties of combining the operations of the companies include, among others:

        Many of these factors are outside the control of Capella and Strayer and/or will be outside the control of the combined company, and any one of them could result in increased costs, decreased expected revenues and diversion of management time and energy, which could materially impact the business, financial condition and results of operations of the combined company. In addition, even if the businesses of Capella and Strayer are operated successfully within the combined company, the full anticipated benefits of the merger may not be realized, including the expected synergies. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in operating the businesses of Capella and Strayer. All of these factors could cause dilution to the earnings per share of the combined company, decrease or delay the expected accretive effect of the merger and negatively impact the price of the combined company shares. As a result, it cannot be assured that the combined company will realize the full benefits anticipated from the merger within the anticipated time frames, or at all.

Capella and Strayer will incur substantial direct and indirect costs as a result of the merger.

        Capella and Strayer will incur substantial expenses in connection with and as a result of consummating the merger, and over a period of time following the consummation of the merger, the combined company also expects to incur substantial expenses in connection with coordinating and, in certain cases, combining the businesses, operations, policies and procedures of Capella and Strayer. A portion of the transaction costs related to the merger will be incurred regardless of whether the merger is consummated. While Capella and Strayer have assumed that a certain level of transaction expenses will be incurred, factors beyond Capella's and Strayer's control could affect the total amount or the timing of these expenses. Although many of the expenses that will be incurred, by their nature, are difficult to estimate accurately, the current estimate of the aggregate expenses that will be incurred by Capella and Strayer is approximately $38 million, which is subject to change. These expenses may exceed the costs historically borne by Capella and Strayer. These costs could adversely affect the financial condition and results of operations of Capella and Strayer prior to the merger and of the combined company following the consummation of the merger.

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The combined company's actual financial position and results of operations may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.

        The pro forma financial information contained in this joint proxy statement/prospectus is presented for informational purposes only and may not be an indication of what the combined company's financial position or results of operations would have been had the merger been consummated on the dates indicated. The pro forma financial information has been derived from the audited and unaudited historical financial statements of Strayer and Capella and certain adjustments and assumptions regarding the combined company after giving effect to the merger. The assets and liabilities of Capella have been measured at fair value based on various preliminary estimates using assumptions that Strayer management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company's financial position and future results of operations.

        In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company's financial condition or results of operations following the consummation of the merger. Any material variance from the pro forma financial information may cause significant variations in the market price of the combined company shares. See "Strayer and Capella Unaudited Pro Forma Condensed Combined Financial Statements."

The combined company is expected to record a significant amount of goodwill as a result of the merger, and such goodwill could become impaired in the future.

        Accounting standards in the United States require that one party to the merger be identified as the acquirer. In accordance with these standards, the merger will be accounted for as an acquisition of Capella common stock by Strayer and will follow the acquisition method of accounting for business combinations. The Strayer assets and liabilities will be consolidated with those of Capella on Strayer's financial statements. The excess of the purchase price over the fair value of Capella's assets and liabilities will be recorded as goodwill.

        The combined company will be required to assess goodwill for impairment at least annually. To the extent goodwill becomes impaired, the combined company may be required to incur material charges relating to such impairment. Such a potential impairment charge could have a material impact on future operating results and statements of financial position of the combined company.

Risks Related to Capella's Business

        You should read and consider the risk factors specific to Capella's business that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Capella's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as such risks may be updated or supplemented in Capella's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" for the location of information incorporated by reference in this joint proxy statement/prospectus.

Risks Related to Strayer's Business

        You should read and consider the risk factors specific to Strayer's business that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Strayer's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as such risks may be updated or supplemented in Strayer's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" for the location of information incorporated by reference in this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus contains certain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such statements may be identified by the use of words such as "expect," "estimate," "assume," "believe," "anticipate," "will," "forecast," "outlook," "plan," "project," or similar words and may include statements with respect to, among other things, the proposed merger of a wholly-owned subsidiary of Strayer with and into Capella, including the expected timing of completion of the merger; the anticipated benefits of the merger, including estimated synergies; the combined company's plans, objectives and expectations; future financial and operating results; and other statements that are not historical facts. The statements are based on Strayer's and Capella's current expectations and are subject to a number of assumptions, uncertainties and risks. In connection with the safe-harbor provisions of the Reform Act, Strayer and Capella have identified important factors that could cause Strayer's or Capella's actual results to differ materially from those expressed in or implied by such statements. The assumptions, uncertainties and risks include:

        A detailed discussion of risks related to Strayer's business is included in the section entitled "Risk Factors" in Strayer's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 17, 2017 and available at www.sec.gov and www.strayereducation.com under the "Investor Relations" tab, as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K updating or supplementing such factors. A detailed discussion of risks related to Capella's business is included in the section entitled "Risk Factors" in Capella's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 22, 2017 and available at www.sec.gov and www.capellaeducation.com under the "Investor Relations" tab, as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K updating or supplementing such factors. Actual results may differ materially from those projected in the forward-looking statements. Any forward-looking statements in this joint proxy statement/prospectus are only made as of the date of this joint proxy statement/prospectus, unless otherwise specified, and, except as required by law, neither Strayer and Capella undertakes any obligation to update or revise any forward-looking statements. See "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

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THE CAPELLA SPECIAL MEETING

Date, Time and Place of the Capella Special Meeting

        The Capella special meeting will be held at 8:00 a.m. local time, on January 19, 2018, at Capella's corporate headquarters located at Capella Tower, 225 South Sixth Street, 3rd Floor, Minneapolis, Minnesota 55402. On or about December 14, 2017, Capella commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the Capella special meeting.

Purpose of the Capella Special Meeting

        At the Capella special meeting, Capella shareholders will be asked to consider and vote upon the following proposals:

        The Capella board of directors is not aware of any other business to be acted upon at the Capella special meeting.

Recommendation of the Capella Board of Directors

        The Capella board of directors recommends that the Capella shareholders vote "FOR" the Capella Merger Proposal, "FOR" the Capella Adjournment Proposal and "FOR" the Capella Advisory Compensation Proposal. See "The Merger—Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors."

        Consummation of the merger is conditioned on approval of the Capella Merger Proposal, but is not conditioned on the approval of the Capella Adjournment Proposal or the Capella Advisory Compensation Proposal.

Capella Record Date and Quorum

Record Date

        The Capella board of directors has fixed the close of business on December 11, 2017 as the record date for determining the Capella shareholders entitled to receive notice of and to vote at the Capella special meeting.

        As of December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, there were 11,623,793 shares of Capella common stock outstanding held by 21 holders of record. Each share of Capella common stock entitles the holder to one vote on each proposal to be considered at the Capella special meeting.

Quorum

        The presence of the Capella shareholders representing a majority of the shares of Capella common stock issued and outstanding on the Capella record date and entitled to vote at the Capella special meeting, in person or represented by proxy, is necessary to constitute a quorum.

        Abstentions will be counted as present for purposes of determining a quorum. Because all proposals to be voted on at the Capella special meeting will be "non-routine" matters, we do not expect to receive any broker non-votes (which are shares of Capella common stock held by banks, brokers or other nominees that are present in person or by proxy at the Capella special meeting but

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with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal) and, if you do not provide voting instructions to your bank, broker or other nominee, your shares will not be counted as present for purposes of determining a quorum.

Required Vote

        Approval of the Capella Merger Proposal is required for consummation of the merger. Neither the approval of the Capella Adjournment Proposal nor the approval of the Capella Advisory Compensation Proposal is required for consummation of the merger.

Required Vote to Approve the Capella Merger Proposal

        Approval of the Capella Merger Proposal requires the affirmative vote of the holders of a majority of the voting power of all shares of Capella common stock entitled to vote at the Capella special meeting.

Required Vote to Approve the Capella Adjournment Proposal

        Approval of the Capella Adjournment Proposal requires the affirmative vote of the holders of the greater of (1) a majority of the voting power of the shares present and entitled to vote on that item of business, or (2) a majority of the voting power of the minimum number of the shares entitled to vote that would constitute a quorum for the transaction of business at the meeting.

Required Vote to Approve the Capella Advisory Compensation Proposal

        Approval of the Capella Advisory Compensation Proposal on a non-binding, advisory basis requires that the votes cast "FOR" the Capella Advisory Compensation Proposal are of a number greater than the votes cast "AGAINST" the Capella Advisory Compensation Proposal.

Treatment of Abstentions; Failure to Vote

        For purposes of the Capella special meeting, an abstention occurs when a Capella shareholder returns a proxy marked "ABSTAIN." An abstention also occurs when a Capella shareholder attends the Capella special meeting and does not vote.

Voting by Capella's Directors and Executive Officers

        As of December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, directors and executive officers of Capella and their affiliates owned and were entitled to

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vote 258,694 shares of Capella common stock, representing approximately 2.21% of the shares of Capella common stock outstanding on that date, and directors and executive officers of Strayer did not have voting or dispositive power over any shares of Capella common stock on that date. Capella currently expects that Capella's directors and executive officers will vote their shares of Capella common stock in favor of the Capella Proposals, although none of them has entered into any agreement obligating him or her to do so.

Voting of Proxies; Incomplete Proxies

        Giving a proxy means that a Capella shareholder authorizes the persons named in the enclosed proxy card to vote its shares at the Capella special meeting in the manner it directs. A Capella shareholder may vote by proxy or in person at the Capella special meeting. If you hold your shares of Capella common stock in your name as a shareholder of record, to submit a proxy, you, as a Capella shareholder, may use one of the following methods:

        You may also vote your shares in person at the Capella special meeting.

        Capella requests that Capella shareholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy card and returning it to Capella in the enclosed postage-paid envelope as soon as possible. When the accompanying proxy card is returned properly executed, the shares of Capella common stock represented by it will be voted at the Capella special meeting in accordance with the instructions contained on the proxy card.

        If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the shares of Capella common stock represented by your proxy will be voted "FOR" each such proposal in accordance with the recommendation of the Capella board of directors. Unless you check the box on your proxy card to withhold discretionary authority, the proxyholders may use their discretion to vote on the proposals relating to the Capella special meeting.

        If your shares of Capella common stock are held in "street name" by a bank, broker or other nominee, you should check the voting form used by that firm to determine whether you may give voting instructions by telephone or over the Internet.

        EVERY CAPELLA SHAREHOLDER'S VOTE IS IMPORTANT. ACCORDINGLY, EACH CAPELLA SHAREHOLDER SHOULD SUBMIT ITS PROXY VIA THE INTERNET OR BY TELEPHONE, OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR

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NOT THE CAPELLA SHAREHOLDER PLANS TO ATTEND THE CAPELLA SPECIAL MEETING IN PERSON.

Shares Held in Street Name and Broker Non-Votes

        If your shares of Capella common stock are held in "street name" through a bank, broker or other nominee, you must instruct such bank, broker or other nominee on how to vote the shares by following the instructions that the bank, broker or other nominee provides you along with this joint proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your shares of Capella common stock, so you should read carefully the materials provided to you by your bank, broker or other nominee.

        You are not permitted to vote shares held in "street name" by returning a proxy card directly to Capella or by voting in person at the Capella special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Further, banks, brokers or other nominees who hold shares of Capella common stock on behalf of their customers may not give a proxy to Capella to vote those shares with respect to any of the Capella Proposals without specific instructions from their customers, as banks, brokers and other nominees do not have discretionary voting power on any of the Capella Proposals. Therefore, if your shares of Capella common stock are held in "street name" and you do not instruct your bank, broker or other nominee on how to vote your shares:

        If your shares of Capella common stock are held in "street name" and you do not instruct your bank, broker or other nominee on how to vote your shares with respect to any of the Capella Proposals, your shares will not be counted toward determining whether a quorum is present. Your shares will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your shares with respect to one or more of the Capella Proposals.

Revocability of Proxies and Changes to a Capella Shareholder's Vote

        If you are a shareholder of record of Capella common stock, you may revoke or change your proxy at any time before it is voted at the Capella special meeting by:

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        If you are a Capella shareholder whose shares are held in "street name" by a bank, broker or other nominee, you may revoke your proxy or voting instructions and vote your shares in person at the Capella special meeting only in accordance with applicable rules and procedures as employed by your bank, broker or other nominee. If your shares are held in an account at a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your proxy or voting instructions and should contact your bank, broker or other nominee to do so.

        Attending the Capella special meeting will NOT automatically revoke a proxy that was submitted through the Internet or by telephone or mail. You must provide a written notice of revocation and vote by ballot at the Capella special meeting to change your vote.

Solicitation of Proxies

        The cost of the solicitation of proxies from Capella shareholders will be borne by Capella. Capella will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of shares of Capella common stock. Capella has retained the professional proxy solicitation firm, Innisfree, to assist in the solicitation of proxies for a base fee of $15,000 plus reasonable out-of-pocket expenses. In addition to solicitations by mail, Capella's directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Attending the Capella Special Meeting

        Subject to space availability and certain security procedures, all Capella shareholders as of the Capella record date, or their duly appointed proxies, may attend the Capella special meeting. Admission to the Capella special meeting will be on a first-come, first-served basis.

        Each person attending the Capella special meeting must have proof of ownership of shares of Capella common stock, as well as a valid government-issued photo identification, such as a driver's license or passport, to be admitted to the meeting. If you hold your shares of Capella common stock in your name as a shareholder of record, you will need proof of ownership of shares of Capella common stock. If your shares of Capella common stock are held in the name of a bank, broker or other nominee and you plan to attend the Capella special meeting, you must present proof of your ownership of shares Capella common stock, such as a bank or brokerage account statement, to be admitted to the meeting.

Assistance

        If you need assistance in completing your proxy card or have questions regarding the Capella special meeting, please contact Innisfree, the proxy solicitor for Capella, by telephone toll-free at (888) 750-5834.

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CAPELLA PROPOSALS

Capella Proposal 1: The Capella Merger Proposal

        Capella shareholders are asked to approve the merger and the other transactions contemplated by the merger agreement. For a summary and detailed information regarding this proposal, see the information about the merger and the merger agreement throughout this joint proxy statement/prospectus, including the information set forth in sections entitled "The Merger" beginning on page 63 and "The Merger Agreement" beginning on page 119. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

        Pursuant to the merger agreement, approval of this proposal is a condition to the consummation of the merger. If this proposal is not approved, the merger will not be consummated.

        Capella is requesting that Capella shareholders approve the proposal to approve the merger and the other transactions contemplated by the merger agreement. Approval of this proposal requires the affirmative vote of the holders of a majority of the voting power of all shares of Capella common stock entitled to vote at the Capella special meeting, assuming a quorum is present.

Recommendation of the Capella Board of Directors

        The Capella board of directors unanimously recommends that Capella shareholders vote "FOR" the proposal to approve the merger.

Capella Proposal 2: The Capella Adjournment Proposal

        Capella shareholders are asked to approve the adjournment of the Capella special meeting to another time and place if necessary or appropriate to solicit additional votes in favor of the Capella Merger Proposal. The merger agreement provides that the Capella special meeting will not be postponed or adjourned to a date that is more than ten (10) business days after the date for which the Capella special meeting was originally scheduled without the consent of Strayer.

        Consummation of the merger is not conditioned on the approval of the Capella Adjournment Proposal.

        Capella is requesting that Capella shareholders approve the proposal to approve the adjournment of the Capella special meeting to another time and place if necessary or appropriate to solicit additional votes in favor of the Capella Merger Proposal. Approval of this proposal requires the affirmative vote of the holders of the greater of (i) a majority of the voting power of the outstanding shares of Capella common stock present in person or by proxy and entitled to vote on the Capella Adjournment Proposal, or (ii) a majority of the voting power of the minimum number of the shares entitled to vote that would constitute a quorum.

Recommendation of the Capella Board of Directors

        The Capella board of directors unanimously recommends that Capella shareholders vote "FOR" the proposal to approve the adjournment of the Capella special meeting to another time and place if necessary or appropriate to solicit additional votes in favor of the Capella Merger Proposal.

Capella Proposal 3: The Capella Advisory Compensation Proposal

        Merger-Related Compensation.    Capella is required pursuant to Section 14A of the Exchange Act to include in this joint proxy statement/prospectus a proposal with respect to a non-binding, advisory vote on the compensation that may become payable to each of its "named executive officers," as determined in accordance with Item 402(t) of Regulation S-K, in connection with the proposed merger

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pursuant to arrangements entered into with Capella, and Capella is therefore asking its stockholders to approve the following resolution:

        The information set forth in the table below under the heading "—Compensation Tables Required by Item 402(t)" is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation for each of the Capella named executive officers that is based on or otherwise relates to the merger and assuming the merger is consummated on the latest practicable date prior to the filing of this joint proxy statement/prospectus (December 6, 2017). The compensation arrangements of Capella's named executive officers that are described in "The Merger—Interests of Capella's Directors and Executive Officers in the Merger" beginning on page 108 of this joint proxy statement/prospectus are incorporated herein by reference. As the merger is not expected to be consummated until the third quarter of 2018, Capella has elected to also present a Supplemental Table disclosing expected amounts that may become payable to a named executive officer if the merger is consummated on June 30, 2018 as certain significant events affecting the compensation of the named executive officers, particularly their equity compensation, could change the amount of payments they will receive in connection with the merger. We include this Supplemental Table because we believe it more accurately represents compensation based on or otherwise related to the merger than do the Compensation Tables Required by Item 402(t) below calculated as of December 6, 2017.


Supplemental Table

        The Supplemental Table below is provided for illustrative purposes to adjust for compensation events that Capella expects to occur prior to June 30, 2018. You should carefully review the Compensation Tables Required by Item 402(t) below as well to inform your voting decision on the Capella Advisory Compensation Proposal.

        The information set forth in the table below under the heading "—Compensation Tables Required by Item 402(t)" provides compensation information assuming the merger is consummated on December 6, 2017, and therefore includes (i) the value of Capella equity awards that are not expected to accelerate vesting in connection with the merger (such as Mr. Gilligan's market stock unit award, and any currently outstanding Capella equity awards that are expected to vest pursuant to their terms prior to the expected closing date of the merger), and (ii) the value of pro-rata payouts under Capella's 2015 - 2017 long-term performance cash program, which are expected to be paid in accordance with the program's terms prior to the consummation of the merger.

        If the merger instead is consummated on June 30, 2018, the merger-related compensation payments are expected to be as set forth in the Supplemental Table immediately below (assuming compensation levels do not change, and the executive's continued employment through June 30, 2018 for purposes of Capella's incentive programs). The Supplemental Table below does not reflect any compensation decisions that occur after the date of this registration statement, including compensation decisions and awards that may occur in connection with Capella's regular compensation cycle for fiscal 2018 and includes the value attributable to the accelerated vesting of equity awards (approved on December 7, 2017 to facilitate tax planning strategies for Capella and certain of Capella's named executive officers) which otherwise were expected to vest in the ordinary course following the merger, as described in further detail below in "The Merger—Interests of Capella's Directors and Executive Officers in the Merger" beginning on page 108 of this joint proxy statement/prospectus. In addition, the values reflected in the Supplemental Table attributed to acceleration of equity awards for Messrs. Gilligan and Polacek would not necessarily be triggered solely by the merger, as they are both

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currently eligible to receive accelerated vesting of these awards under the retirement provisions of Capella's equity plans and awards. Any other assumptions (except for the assumed closing date) used for purposes of calculating the amounts for this table, such as regarding terminations of employment and the assumed price of Capella stock for purposes of valuing equity awards, are otherwise the same as described below under the heading "—Compensation Tables Required by Item 402(t)."

Name
  Cash
Severance
($)
  Equity
($)
  Perquisites/
Benefits
($)
  Total
($)
 

J. Kevin Gilligan

    4,745,146     3,667,374     34,829     8,447,349  

Steven L. Polacek

    2,151,049     1,590,094     40,576     3,781,719  

Renee L. Jackson

    1,236,281     448,361 (1)   29,605     1,714,247  

Peter M. Ramstad

    1,406,928     802,951     40,497     2,250,376  

Andrew E. Watt

    1,219,144     621,679     38,265     1,879,088  

(1)
Amount includes the value of Ms. Jackson's equity awards that were expected to vest in accordance with their terms following the merger, as these were accelerated on December 7, 2017, as described in further detail below in "The Merger—Interests of Capella's Directors and Executive Officers in the Merger" beginning on page 108 of this joint proxy statement/prospectus.


Compensation Tables Required by Item 402(t)

        As mentioned above, the information set forth in the immediately following table is intended to comply with Item 402(t) of Regulation S-K. Please note that the amounts indicated below are estimates based on the material assumptions described in the notes to the table below, which may or may not actually occur. Some of these assumptions are based on information currently available and, as a result, the actual amounts, if any, that may become payable to a named executive officer may differ in material respects from the amounts set forth below. Furthermore, for purposes of calculating such amounts, Capella has assumed:

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Name
  Cash
Severance(1)
($)
  Equity(2)
($)
  Perquisites/
Benefits(3)
($)
  Total(4)
($)
 

J. Kevin Gilligan

    4,843,672     14,154,064     34,829     19,032,565  

Steven L. Polacek

    2,188,665     2,451,185     40,576     4,680,426  

Renee L. Jackson

    1,253,229     640,613     29,605     1,923,447  

Peter M. Ramstad

    1,399,541     1,118,030     40,497     2,558,068  

Andrew E. Watt

    1,242,607     829,006     38,265     2,109,878  

(1)
Amounts in this column reflect cash severance that the named executive officer would be eligible to receive under the Capella Senior Executive Severance Plan, as well as under Capella's annual management incentive program and long-term performance cash programs.

As described above, the amounts in this column assume the termination of employment occurs on December 6, 2017, the assumed closing date for purposes of these calculations, and therefore the amounts do not reflect any additional compensation an executive might receive based on continued employment following the merger (including under the transition agreements with each of Messrs. Gilligan and Polacek or the letter agreement with Mr. Watt, each as described in further detail below in "The Merger—Interests of Capella's Directors and Executive Officers in the Merger" beginning on page 108 of this joint proxy statement/prospectus).

Cash severance under the Senior Executive Severance Plan would be payable upon a termination of the executive's employment by the executive for "good reason" or by Capella without "cause," in either case, within 24 months following a change in control (which would include the merger) (i.e., pursuant to a "double trigger" arrangement), subject to the executive's timely execution and non-revocation of a general release of claims, which includes, among other things, customary provisions regarding noncompetition, confidentiality and non-solicitation of clients and/or employees for a period of time after termination. In such an event, executives would receive: (i) 24 months of base salary and (ii) two times the executive's target bonus for the year of termination, in each case, payable bi-weekly in accordance with Capella's standard payroll practices over the 24 month period following the executive's termination.

Under the terms of Capella's annual management incentive program, in the event an executive's employment is terminated without cause during the performance period (regardless of the occurrence of a change in control), the executive will be eligible to receive a prorated portion of the final calculated payment under the program in a single lump sum cash payment when payments are made to other participants following the end of the performance period.

Under the terms of Capella's long-term performance cash programs, in the event of a change in control (i.e., pursuant to a "single trigger" arrangement), the executive will be eligible to receive a pro-rata payment, based on actual achieved performance for the truncated performance cycle, which will be calculated immediately prior to the closing date. Payments under Capella's long-term performance cash programs will be made in a single lump sum cash payment within 75 days following the closing date of the merger.

For purposes of this disclosure, Capella has assumed that performance through the current year will continue based on the actual achievement of the performance goals through December 6, 2017.

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Name
  Base Salary
Severance
($)
  Annual Cash
Bonus
Severance
($)
  Annual
Incentive
Program
Payment Amount
($)
  Long-Term
Incentive Programs
Payment Amount
($)
 

J. Kevin Gilligan

    1,618,450     1,861,218     607,409     756,595  

Steven L. Polacek

    931,900     698,925     228,094     329,746  

Renee L. Jackson

    700,000     350,000     113,017     90,212  

Peter M. Ramstad

    754,228     377,114     123,071     145,128  

Andrew E. Watt

    700,000     350,000     114,925     77,682  
(2)
Awards granted under the Capella 2014 Equity Incentive Plan held by the named executive officers will vest in full upon a termination of employment without "cause" within two years following a change in control (which would include the merger). Awards granted under the Capella 2005 Stock Incentive Plan held by the named executive officers will vest in full upon a termination without "cause" or for "good reason," in either case within three years following a change in control (which would include the merger).

In addition, under the terms of Mr. Gilligan's market stock unit award, if a change in control (which would include the merger) occurs and Mr. Gilligan's employment is terminated without "cause" or he resigns for "good reason," in either case within three years following the change in control, then the award will vest in full.

The following table quantifies the value of the unvested Capella stock options and Capella RSUs (including dividend equivalents) held by the named executive officers that would accelerate upon a qualifying termination of employment in connection with the merger based on the assumptions described above. These numbers do not forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following the date of this joint proxy statement/prospectus. Depending on when the closing date occurs, certain equity-based awards shown in the table may vest in accordance with their terms.

Name
  Accelerated
Stock Options
(#)
  Value of
Accelerated
Stock Options
($)
 

J. Kevin Gilligan

    116,086     2,531,511  

Steven L. Polacek

    50,457     1,114,490  

Renee L. Jackson

    12,963     285,628  

Peter M. Ramstad

    20,302     491,179  

Andrew E. Watt

    12,307     239,755  

 

Name
  Accelerated
RSU Awards
(#)
  Value of
Accelerated
RSU Awards
($)
 

J. Kevin Gilligan

    139,878     11,622,553  

Steven L. Polacek

    15,686     1,336,695  

Renee L. Jackson

    4,173     354,985  

Peter M. Ramstad

    7,375     626,850  

Andrew E. Watt

    6,907     589,251  
(3)
Under the Senior Executive Severance Plan, upon the executive's qualifying termination (as described above) within 24 months following a change in control (i.e., a "double trigger"), the

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Name
  Medical Insurance
Premiums
($)
  Dental Insurance
Premiums
($)
  Life Insurance
Premiums
($)
 

J. Kevin Gilligan

    15,738     640     450  

Steven L. Polacek

    20,925     1,232     419  

Renee L. Jackson

    10,367     923     315  

Peter M. Ramstad

    20,925     1,232     340  

Andrew E. Watt

    18,718     1,232     315  
(4)
If any of these payments would otherwise be subject to an excise tax under Code Section 4999 by reason of the "golden parachute" rules contained in Code Section 280G, the payments will be reduced if and to the extent that doing so will result in net after-tax payments and benefits for the executive officer that are more favorable than the net after-tax payments and benefits payable to the executive officer in the absence of such a reduction after the imposition of the excise tax. The figures reported in this column do not reflect any such reductions as a result of Code Section 280G limits. No executive officer is entitled to any tax gross-up payment in connection with change in control payments (or otherwise).

        Voting standards; Recommendation.    The vote on the Capella Advisory Compensation Proposal is a vote separate and apart from the vote on the adoption of the merger agreement and the approval of the merger. Accordingly, you may vote to approve the Capella Merger Proposal and vote not to approve the Capella Advisory Compensation Proposal or vice versa. Because the vote on the Capella Advisory Compensation Proposal is advisory only, it will not be binding on Capella. Accordingly, if the merger agreement is adopted and the merger is approved and completed, the compensation payments that are contractually required to be paid by Capella to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote of Capella stockholders.

        The Capella board of directors will consider the Capella Advisory Compensation Proposal to be approved if the votes cast "FOR" the Capella Advisory Compensation Proposal are of a number greater than the votes cast "AGAINST" the Capella Advisory Compensation Proposal. An abstention or a failure to vote will have no effect on the vote count for the Capella Advisory Compensation Proposal.

        The Capella board of directors unanimously recommends a vote "FOR" the approval of the Capella Advisory Compensation Proposal.

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THE STRAYER SPECIAL MEETING

Date, Time and Place of the Strayer Special Meeting

        The Strayer special meeting will be held at 9:00 a.m., local time, on January 19, 2018, at Strayer's corporate offices located at 2303 Dulles Station Boulevard, Herndon, VA 20171.

Purpose of the Strayer Special Meeting

        At the Strayer special meeting, Strayer stockholders will be asked to consider and vote upon the following proposals:

        No other business will be acted upon at the Strayer special meeting.

Recommendation of the Strayer Board of Directors

        The Strayer board of directors recommends that the Strayer stockholders vote "FOR" the Share Issuance Proposal, "FOR" the Charter Amendment Proposal and "FOR" the Strayer Adjournment Proposal. See "The Merger—Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors."

        Consummation of the merger is conditioned on approval of the Share Issuance Proposal and the Charter Amendment Proposal, but is not conditioned on the approval of the Strayer Adjournment Proposal.

Strayer Record Date and Quorum

Record Date

        Only holders of record of shares of Strayer common stock at the close of business on December 11, 2017, the Strayer record date, will be entitled to notice of, and to vote at, the Strayer special meeting or any postponements or adjournments thereof. Each share of Strayer common stock entitles the holder thereof to cast one vote on each matter that comes before the Strayer special meeting.

        As of December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, there were 11,167,425 shares of Strayer common stock outstanding.

Quorum

        The presence of the Strayer stockholders entitled to cast a majority of the votes entitled to be cast at the meeting, in person or represented by proxy, is necessary to constitute a quorum. Abstentions will be counted as present for purposes of determining a quorum. Because all proposals to be voted on at the Strayer special meeting will be "non-routine" matters, we do not expect to receive any broker non-votes (which are shares of Strayer common stock held by banks, brokers or other nominees that are present in person or by proxy at the Strayer special meeting but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal) and, if you do not provide voting instructions to your bank, broker or other nominee, your shares will not be counted as present for purposes of determining a quorum.

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Voting by Strayer's Directors and Executive Officers

        As of December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, directors and executive officers of Strayer and their affiliates owned and were entitled to vote 614,027 shares of Strayer common stock, representing approximately 5.5% of the shares of Strayer common stock outstanding on that date. Strayer currently expects that Strayer's directors and executive officers will vote their shares of Strayer common stock in favor of the Strayer Proposals, although none of them has entered into any agreement obligating him or her to do so.

Required Vote

        Approval by Strayer stockholders of the Share Issuance Proposal and the Charter Amendment Proposal is a condition to the consummation of the merger. If either of the Share Issuance Proposal or the Charter Amendment Proposal is not approved, the merger will not be consummated.

Required Vote to Approve the Share Issuance Proposal

        Approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority of the votes cast thereon at the Strayer special meeting, assuming a quorum is present.

Required Vote to Approve the Charter Amendment Proposal

        Approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the votes entitled to be cast on the Charter Amendment Proposal at the Strayer special meeting.

Required Vote to Approve the Strayer Adjournment Proposal

        Approval of the Strayer Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast thereon at the Strayer special meeting.

Treatment of Abstentions; Failure to Vote

        If you are a Strayer stockholder and you abstain with respect to a proposal, it will have the same effect as a vote "AGAINST" the Charter Amendment Proposal, but it will have no effect on the outcome of the Strayer Adjournment Proposal or the Share Issuance Proposal.

        If you are a Strayer stockholder and you fail to vote, it will have the same effect as a vote "AGAINST" the Charter Amendment Proposal, but it will have no effect on the outcome of the Share Issuance Proposal or the Strayer Adjournment Proposal, assuming a quorum is present.

Voting of Proxies; Incomplete Proxies

        If you are a stockholder of record of Strayer common stock as of the Strayer record date, a proxy card is enclosed for your use. Strayer requests that you sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also authorize a proxy to vote your shares by telephone or through the Internet. Information and applicable deadlines for authorizing a proxy to vote by telephone or through the Internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of Strayer common stock represented by it will be voted at the Strayer special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.

        If a proxy is signed and returned without an indication as to how the shares of Strayer common stock represented by the proxy are to be voted with regard to a particular proposal, the shares of Strayer common stock represented by the proxy will be voted in favor of each such proposal, as

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applicable. In accordance with the Strayer bylaws and the MGCL, business transacted at the Strayer special meeting will be limited to those matters set forth in the notice of the meeting.

Your vote is important. Accordingly, please submit a proxy as soon as possible by telephone, over the Internet, or by signing and returning the enclosed proxy card, whether or not you plan to attend the Strayer special meeting in person.

Shares Held in Street Name and Broker Non-Votes

        If you hold your shares of Strayer common stock in a stock brokerage account or if your shares of Strayer common stock are held by a bank or nominee (that is, in "street name"), you must provide the record holder of your shares with instructions on how to vote your shares of Strayer common stock. Please follow the voting instructions provided by your broker, bank or nominee. Please note that you are not permitted to vote shares of Strayer common stock held in "street name" by returning a proxy card directly to Strayer or by voting in person at the special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or nominee. Obtaining a legal proxy may take several days. Further, brokers who hold shares of Strayer common stock on behalf of their customers may not give a proxy to Strayer to vote those shares without specific instructions from their customers.

        If you are a Strayer stockholder and you fail to instruct your broker, bank or nominee to vote your shares of Strayer common stock, your broker will not be permitted to vote on your behalf on the Charter Amendment Proposal, the Share Issuance Proposal or the Strayer Adjournment Proposal. Failing to provide instructions to your broker, bank or nominee will have the same effect as a vote against the Charter Amendment Proposal, but it will have no effect on the Share Issuance Proposal or the Strayer Adjournment Proposal, assuming a quorum is present.

Revocability of Proxies and Changes to a Strayer Stockholder's Vote

        If you are a holder of record of shares of Strayer common stock on the Strayer record date, you have the power to revoke your proxy at any time before your proxy is exercised at the Strayer special meeting. You can revoke your proxy in one of three ways:

        Attending the Strayer special meeting will NOT automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Strayer special meeting, you must vote by ballot at such meeting to change your vote. If your shares of Strayer common stock are held by a bank, broker or nominee, you should follow the instructions provided by the bank, broker or nominee.

        If you choose to provide a new proxy bearing a later date, you must deliver your new proxy to the corporate secretary of Strayer at 2303 Dulles Station Boulevard, Herndon, VA 20171, no later than 11:59 PM (U.S. Eastern time) on the day preceding the Strayer special meeting. Revocations may be submitted to the corporate secretary at the address listed in the prior sentence or at the Strayer special meeting prior to the proxy holder exercising the proxy. If you have submitted a proxy by telephone or through the Internet, you may revoke your prior telephone or Internet proxy by recording a different

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proxy using the telephone or Internet, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet proxy.

Solicitation of Proxies

        The cost of the solicitation of proxies from Strayer stockholders will be borne by Strayer. In addition to solicitations by mail, Strayer's directors, officers and regular employees may solicit proxies personally, by telephone, by facsimile or otherwise, without additional compensation. Strayer will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the Strayer record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. Strayer has retained Alliance to assist in the solicitation of proxies and has agreed to pay them a fee of approximately $12,500, plus reasonable and documented expenses, for these services.

Adjournments

        Although it is not currently expected, the Strayer special meeting may be adjourned for the purpose of soliciting additional proxies if Strayer has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the Share Issuance Proposal or the Charter Amendment Proposal. Any adjournment may be made without notice, other than by an announcement at the special meeting, to a date no more than 120 days after the Strayer record date. Pursuant to the Strayer bylaws, the chairman of the meeting may adjourn the meeting without the approval of the Strayer stockholders. If the Strayer special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use.

Postponements

        At any time prior to convening the Strayer special meeting, the Strayer board of directors may postpone the meeting for any reason without the approval of the Strayer stockholders to a date no more than 120 days after the Strayer record date. If postponed, as required by law, Strayer will provide at least ten days' notice of the new meeting date. Although it is not currently expected, the Strayer board of directors may postpone the special meeting for the purpose of soliciting additional proxies if Strayer has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the Share Issuance Proposal or the Charter Amendment Proposal. If the Strayer special meeting is postponed for the purpose of soliciting additional proxies, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use.

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STRAYER PROPOSALS

Strayer Proposal 1: The Share Issuance Proposal

        Strayer stockholders are asked to approve the issuance of shares of Strayer common stock to Capella shareholders in connection with the merger. Strayer stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement and the Strayer share issuance. For a detailed discussion of the terms of the merger agreement and the merger, including the Strayer share issuance, see the information about the merger and the merger agreement throughout this joint proxy statement/prospectus, including the information set forth in sections entitled "The Merger" beginning on page 63 and "The Merger Agreement" beginning on page 119. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

        Approval of the Share Issuance Proposal is a condition to the consummation of the merger. If the Share Issuance Proposal is not approved, the merger will not occur. For a detailed discussion of the conditions of the merger, see "The Merger Agreement—Conditions to Consummation of the Merger."

Required Vote

        The approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority of the votes cast thereon at the Strayer special meeting, assuming a quorum is present.

        The Strayer board of directors unanimously recommends that Strayer stockholders vote "FOR" the Share Issuance Proposal.


Strayer Proposal 2: The Charter Amendment Proposal

        Strayer stockholders are asked to approve certain amendments to the Strayer charter as shown in Annex B to this joint proxy statement/prospectus. These amendments include the following:

        In addition, the amendments will eliminate from the Strayer charter a previously issued series of preferred stock, of which no shares are outstanding, and delete certain provisions related to that series of preferred stock. The amendments will also include certain conforming changes. The provisions of the amended and restated charter were negotiated by the parties to the merger agreement and are considered by the parties to be an integral part of the merger.

        The changes to the current Strayer charter in connection with the Charter Amendment Proposal are reflected in the text of the amended and restated Strayer charter, in the form included as Annex B to this joint proxy statement/prospectus. Strayer stockholders should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the amendment and restatement of the Strayer charter and are urged to carefully read the entire amendment and restatement of the Strayer charter included as Annex B to this joint proxy statement/prospectus before voting on this proposal. If Strayer and Capella do not consummate the merger, Strayer will not amend and restate the Strayer charter to effect the amendments contemplated by the Charter Amendment Proposal, notwithstanding that Strayer stockholders may have previously approved the Charter Amendment Proposal.

        Approval of the Charter Amendment Proposal is a condition to the consummation of the merger.    If the Charter Amendment Proposal is not approved, the merger will not occur. For a detailed

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discussion of the conditions of the merger, see "The Merger AgreementConditions to Consummation of the Merger."

Required Vote

        The approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the votes entitled to be cast on the Charter Amendment Proposal at the Strayer special meeting.

        The Strayer board of directors unanimously recommends that Strayer stockholders vote "FOR" the Charter Amendment Proposal.


Strayer Proposal 3: The Strayer Adjournment Proposal

        Strayer stockholders are asked to approve the adjournment of the Strayer special meeting from time to time, if a proposal to adjourn the Strayer special meeting is raised at that meeting, including to solicit additional proxies in favor of the Share Issuance Proposal and the Charter Amendment Proposal, if there are insufficient votes at the time of such adjournment to approve such proposals.

        If, at the Strayer special meeting, the number of shares of Strayer common stock present or represented and voting in favor of the Share Issuance Proposal and the Charter Amendment Proposal is insufficient to approve such proposals, Strayer may move to adjourn the Strayer special meeting in order to enable the Strayer board of directors to solicit additional proxies for approval of such proposals, subject to the terms of the merger agreement. Additionally, pursuant to the Strayer bylaws, the chairman of the meeting may adjourn the meeting without the approval of the Strayer stockholders.

Required Vote

        Approval of the Strayer Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast thereon at the Strayer special meeting.

        The Strayer board of directors unanimously recommends that Strayer stockholders vote "FOR" the Strayer Adjournment Proposal.

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THE MERGER

        The following is a description of certain material aspects of the merger. This description may not contain all of the information that may be important to you. The discussion of the merger in this joint proxy statement/prospectus is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A, and the form of the combined company's charter that will be in effect as of the consummation of the merger, which is attached to this joint proxy statement/prospectus as Annex B. We encourage you to read carefully this entire joint proxy statement/prospectus, including the annexes and exhibits to, and the documents incorporated by reference in, this joint proxy statement/prospectus and the exhibits to the registration statement to which this joint proxy statement/prospectus relates, for a more complete understanding of the merger and the documents incorporated by reference. This section is not intended to provide you with any factual information about Strayer or Capella. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings Strayer and Capella make with the SEC, as described in "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."

General Description of the Merger

        Under the terms of the merger agreement, Strayer as the combined company will be the remaining corporate entity under which Strayer University and Capella University will operate as independent and separately accredited institutions.

        Pursuant to the merger agreement, Merger Sub will merge with and into Capella, with Capella surviving as a wholly owned subsidiary of Strayer. In the merger, each share of Capella common stock issued and outstanding immediately prior to the effective time (other than shares held by Strayer, Capella or Merger Sub or any of their respective wholly owned subsidiaries) will be converted into the right to receive 0.875 combined company shares.

        After consummation of the merger, Capella shareholders and Strayer stockholders are expected to own approximately 48% and 52%, respectively, of the outstanding combined company shares on a fully diluted basis, based on the number of shares currently expected to be outstanding immediately prior to the effective time. Shares of Capella common stock currently trade on NASDAQ under the symbol "CPLA," and shares of Strayer common stock currently trade on NASDAQ under the symbol "STRA." Following the consummation of the merger, the combined company shares will be listed on NASDAQ and will continue to trade under the symbol "STRA." Based on the number of outstanding shares of Capella common stock and Strayer common stock as of December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, and the Capella and Strayer equity awards expected to vest in connection with the merger, a total of approximately 21.7 million combined company shares are expected to be outstanding immediately after the consummation of the merger.

Consideration to be Received by the Capella Shareholders

        In the merger, each share of Capella common stock issued and outstanding immediately prior to the effective time (other than shares held in treasury or held by Strayer, Capella or Merger Sub or any of their respective wholly owned subsidiaries) will be converted into the right to receive 0.875 combined company shares.

        The merger consideration will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend, any dividend or distribution of securities convertible into shares of Capella common stock or Strayer common stock, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to shares of Capella common stock or Strayer common stock outstanding after the date of the merger agreement and prior to the effective time.

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Background of the Merger

        The Strayer board of directors and management team, in the ordinary course of business, periodically evaluate and consider a variety of financial and strategic opportunities to enhance stockholder value. The Strayer board of directors and management team review these opportunities as part of Strayer's long-term business plans and operating strategies in light of industry changes, regulatory developments and economic trends. Strayer's representatives regularly engage in dialogue and, where appropriate, execute confidentiality agreements with other participants in the education industry.

        The Capella board of directors and senior management periodically evaluate and assess Capella's financial performance, prospects and competitive position, as well as strategies to enhance shareholder value, including opportunities to enhance program offerings, the services it provides to its learners and its overall position in the higher education industry. In connection with these reviews and assessments, the Capella board of directors and senior management regularly evaluate potential strategic alternatives relating to Capella and its business, including possible acquisitions, divestitures and business combinations. One of the areas for potential growth that Capella has considered from time to time is a business combination with another higher education company to the extent consistent with Capella's long-term strategic goals.

        Strayer and Capella have long been familiar with each other's businesses, as they are the quality leaders among investor-funded providers of post-secondary education and other academic programs. Certain representatives of each company have become acquainted at industry events and have from time to time spoken regarding the state of the education industry, the regulatory landscape applicable to investor-funded educators and other similar and related topics.

        On March 24, 2016, Mr. Robert S. Silberman, Executive Chairman of the Strayer board of directors, and Mr. J. Kevin Gilligan, Chairman of the Capella board of directors and Chief Executive Officer of Capella, met in Minneapolis, Minnesota. Mr. Silberman had requested and arranged the meeting. During this meeting, Messrs. Silberman and Gilligan discussed, among other things, recent developments in the education industry and the possibility of exploring a business combination between Strayer and Capella. The conversations were high-level, preliminary, and based on publicly available information. At the conclusion of the meeting, Mr. Silberman encouraged Mr. Gilligan to take time to consider a business combination and to call him if he wished to continue discussions in the future.

        On May 11, 2017, in preparation for the Capella board of directors' annual strategic planning meeting in August, Mr. Steven L. Polacek, Chief Financial Officer of Capella, called Morgan Stanley & Co. LLC ("Morgan Stanley"), to discuss the higher education market in general and Strayer in particular. On June 14, 2017, telephonically, and July 14, 2017, in person, Mr. Gilligan, Mr. Polacek, and Ms. Renee L. Jackson, General Counsel of Capella, met with representatives of Morgan Stanley to discuss further Morgan Stanley's qualifications, reputation and experience, the higher education marketplace and the development of presentation materials for the Capella board of directors.

        On August 2 and 3, 2017, the Capella board of directors held a regularly scheduled meeting with representatives of Capella senior management in attendance. At the meeting, among other topics discussed, Mr. Gilligan led a discussion with the Capella board of directors related to the changing landscape in the higher education market, the growing advantages to achieving greater scale, and various organic and strategic alternatives. As part of this discussion, he presented a general overview of the higher education market and of Strayer based on publicly available information provided by representatives of Morgan Stanley at the request of Capella. At the conclusion of the discussion, the Capella board of directors determined that Mr. Gilligan should reach out to Mr. Silberman to see if there was interest in restarting a discussion regarding the possibility of exploring a potential business combination between Strayer and Capella. The Capella board of directors also agreed to consult with Latham & Watkins LLP ("Latham"), which had served as counsel to Capella in previous transactions,

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about advising Capella in connection with such potential business combination. Ms. Jackson subsequently spoke with Latham representatives about advising Capella related to a potential business combination with Strayer.

        On August 9, 2017, Mr. Gilligan called Mr. Silberman to inquire about his interest in having a further general discussion about recent industry developments and the possibility of a potential business combination between Strayer and Capella. Mr. Silberman agreed to an in-person discussion, which was thereafter set for August 22, 2017. Following the call, Mr. Gilligan informed Mr. David W. Smith, Lead Director of the Capella board of directors, of his conversation with Mr. Silberman and discussed the process for preparing for the scheduled meeting between Messrs. Gilligan and Silberman. Later that day, Mr. Silberman informed Mr. Karl McDonnell, Chief Executive Officer of Strayer, Mr. Daniel W. Jackson, Chief Financial Officer of Strayer, and Mr. Viet D. Dinh, General Counsel of Strayer, of Mr. Gilligan's call, and they discussed a process for evaluating a potential business combination with Capella. They agreed to consult with Kirkland & Ellis LLP ("Kirkland"), which served as regular outside counsel to Strayer, about advising Strayer in connection with the exploration of a potential business combination. Mr. Dinh subsequently spoke with representatives of Kirkland about a potential business combination with Capella.

        On August 22, 2017, the scheduled meeting between Messrs. Silberman and Gilligan occurred in Omaha, Nebraska. At the meeting, Mr. Gilligan and Mr. Silberman discussed the possibility of a potential business combination between Strayer and Capella. Messrs. Silberman and Gilligan discussed the possible strategic rationale for such potential business combination and discussed the potential go-forward strategy of the combined company, including the anticipated benefits to student affordability, academic quality and student outcomes of such potential business combination. Messrs. Silberman and Gilligan then discussed the structure of a potential business combination between Strayer and Capella, which was contemplated as a stock-for-stock "merger of equals" with an agreed-upon exchange ratio. Messrs. Silberman and Gilligan also discussed the anticipated potential future performance of the combined company and the benefits such future performance would have to each company's respective students, stockholders and shareholders. Messrs. Silberman and Gilligan agreed to continue their discussion of a potential business combination between the two companies, with structure, price and other terms to be further discussed.

        Beginning on August 22, 2017 and continuing through the signing of the merger agreement, Mr. Gilligan had periodic discussions with Mr. Smith and other members of the Capella board of directors regarding his conversations with Mr. Silberman and to provide updates regarding the status of the exploration of the potential business combination with Strayer.

        Between August 23, 2017 and August 29, 2017, Messrs. Silberman and Gilligan had several telephone conversations during which they discussed a number of additional preliminary matters relating to the potential business combination. Messrs. Silberman and Gilligan also agreed to meet together with members of senior management of each company after the Labor Day holiday to exchange more detailed information regarding their respective companies and to begin to explore potential synergies that could result from a potential business combination.

        Beginning on August 23, 2017 and continuing through the signing of the merger agreement, Mr. Silberman had periodic discussions with individual members of the Strayer board of directors about his conversations with Mr. Gilligan. Following the Labor Day holiday, on September 5 and September 6, 2017, Mr. Silberman informed each member of the Strayer board of directors of his preliminary discussions with Mr. Gilligan, the upcoming management meetings and his view that Strayer should allocate management resources to explore a potential business combination with Capella.

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        On August 31, 2017, Ms. Jackson sent Mr. Dinh a draft of a mutual confidentiality agreement, which was executed on September 1, 2017. The mutual confidentiality agreement contained reciprocal and customary non-disclosure, non-use, and standstill provisions.

        On September 7, 2017, Messrs. Silberman and Dinh met in New York City, with a representative of Perella Weinberg Partners LP ("Perella Weinberg"), to discuss the investment bank's qualifications, reputation and experience and the possibility of engaging Perella Weinberg as financial advisor to Strayer. A potential business combination with Capella was not discussed at that time.

        On September 7 and 8, 2017, representatives of Strayer and Capella met in New York City, to exchange overviews of their respective businesses and to discuss potential synergies that could result from a potential business combination between the companies. Representatives of Strayer and Capella also discussed operational and integration matters, as well as preliminary regulatory considerations, and there was a high-level discussion of a potential timing for a business combination, should each company want to proceed with discussions. They also identified a list of key potential business combination terms, which were not negotiated, including deal structure and composition of board of directors and senior leadership of the combined company.

        On September 11, 2017, the Strayer board of directors held a meeting, with representatives of Strayer senior management in attendance. At the meeting, the Strayer board of directors received an update on discussions with Capella and discussed the rationale for and potential strategic merits of a business combination between Strayer and Capella. Mr. Dinh discussed with the Strayer board of directors various legal matters, including process considerations. Strayer senior management also provided the Strayer board of directors with a preliminary view of the regulatory approvals that might be required to consummate the potential business combination. At this meeting, the Strayer board of directors concluded that none of the directors had any conflicts of interest with respect to a potential business combination with Capella. Following discussion, the Strayer board of directors directed Mr. Silberman and representatives of Strayer senior management to exchange due diligence information with Capella and to engage in negotiations regarding a potential business combination between Strayer and Capella.

        On September 12, 2017, Mr. Silberman called Mr. Gilligan to discuss the Strayer board of directors' general reaction to the potential business combination based on the discussions that had occurred to date.

        On September 13, 2017, the day before they attended the BMO Capital Markets Back to School Education Conference in New York City, representatives of Strayer and Capella met to further discuss potential synergies that could result from a business combination between Strayer and Capella.

        On September 15, 2017, the Capella board of directors held a meeting with representatives of each of Capella senior management and Latham. At this meeting, Mr. Gilligan and Capella senior management provided an update on the discussions that he and other Capella representatives had the prior week with Strayer representatives, and he reviewed with the Capella board of directors the strategic rationale for a potential business combination with Strayer. Mr. Gilligan described the strong alignment between the companies on the learner-first mindset, the shared beliefs in the advantages of greater scale and the likely cost synergies to be realized from a business combination and the potential timeline and key issues of such business combination. Capella senior management noted that they placed a call to representatives of Morgan Stanley to discuss engagement as a financial advisor related to a potential business combination with Strayer, and the Capella board of directors was in agreement with the engagement of Morgan Stanley. Representatives of Latham reviewed with the Capella board of directors their fiduciary duties when considering a potential business combination. The Capella board of directors determined that Capella senior management, together with Capella's legal and financial advisors, should continue discussions and negotiations with Strayer.

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        On September 17, 2017, Mr. Polacek met by telephone with a representative of Morgan Stanley to discuss the possibility of engaging Morgan Stanley as financial advisor to Capella in a potential business combination with Strayer.

        On September 18, 2017, Mr. Gilligan spoke with Mr. Silberman. Mr. Gilligan reported that the Capella board of directors was positive about the possibility of a business combination with Strayer. Mr. Gilligan and Mr. Silberman discussed various governance and structural issues related to the potential business combination, and then discussed the concept of utilizing an agreed-upon exchange ratio based on a multi-day volume weighted average price. Mr. Gilligan said that he thought the challenge on valuation would be to agree on an exchange ratio that would reflect the companies' historic performance and the value to be contributed to a combined company. Mr. Silberman suggested the possibility of using a 30-day valuation period and Mr. Gilligan responded that he believed that a greater premium to the current trading price for shares of Capella common stock would be necessary, whether accomplished as a longer period for the volume weighted average price calculation, a special dividend, or some other form. Mr. Silberman indicated that he did not believe that some of those suggestions would be viewed positively by the Strayer board of directors, but agreed with Mr. Gilligan to continue discussions after consulting with their respective advisors, management and boards of directors.

        Also on September 18, 2017, Mr. Silberman met with a representative of Perella Weinberg in Herndon, Virginia, to provide him with an update on discussions with Capella and to discuss the potential engagement of Perella Weinberg by Strayer as financial advisor to Strayer. Following discussion, Mr. Silberman determined to recommend to the Strayer board of directors at the next board meeting that Perella Weinberg should be engaged as the Strayer's financial advisor, should discussions with Capella advance to the point of negotiating definitive terms of a business combination.

        Also on September 18, 2017, representatives of Strayer's and Capella's respective senior management, and representatives of Kirkland and Latham, discussed the process to be followed in conducting business, legal and regulatory due diligence. They also discussed regulatory considerations and a possible outline of key business combination terms that might be included in a non-binding term sheet (the "Term Sheet") that the companies could use to advance exploratory discussions with educational regulators to gain their preliminary views on a potential business combination between the two companies. The parties agreed that Strayer would deliver a draft Term Sheet to Capella for review and discussion.

        Following these discussions, the companies commenced due diligence activities, and the due diligence process continued through the following six weeks until the merger agreement was executed on October 29, 2017. The process included the exchange (primarily through virtual data rooms), review and analysis of confidential information of each company relating to a range of financial, operational, legal, accounting, tax and regulatory matters, as well as in-person and telephonic meetings between Strayer's and Capella's respective senior management teams. Capella and Strayer, as applicable, were supported in their due diligence and negotiations by representatives of Kirkland, Latham, Perella Weinberg and Morgan Stanley.

        On September 19, 2017, Mr. Polacek and Ms. Jackson held a telephone call with representatives of Morgan Stanley to provide an update regarding the discussions with Strayer and to discuss the engagement of Morgan Stanley. On September 22, 2017, Mr. Gilligan, Mr. Polacek and Ms. Jackson had another discussion with representatives of Morgan Stanley regarding the potential business combination with Strayer. Following these discussions, Mr. Gilligan determined that he would recommend to the Capella board of directors at the next board meeting that Morgan Stanley should be formally engaged as Capella's financial advisor with respect to the potential business combination with Strayer, should discussions with Strayer advance to the point of negotiating definitive terms of a business combination.

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        Also on September 19, 2017, consistent with the prior day's discussions, Kirkland delivered to Latham a draft of the Term Sheet setting forth Strayer's preliminary outline of proposed key terms for a possible merger of equals between Strayer and Capella. The Term Sheet contemplated (i) an all-stock merger, as a result of which each share of Capella common stock would be converted into a number of share(s) of Strayer common stock utilizing an agreed-upon exchange ratio to be determined by the parties' board of directors and which the Term Sheet initially proposed be based on a 30-day volume weighted average price, (ii) that the combined company's board of directors would include both Strayer and Capella directors, (iii) a proposal for leadership of the combined company which included members of Strayer's and Capella's respective senior management, and (iv) that each of Strayer University and Capella University would remain a separate legal entity operating under its current name and its existing education identification number.

        On September 24, 2017, Capella senior management provided 5-year standalone projections to Strayer and Perella Weinberg for their use in connection with their evaluation of a potential business combination between Strayer and Capella. The 5-year standalone projections were subsequently reviewed and approved by the Capella board of directors in connection with the evaluation of the potential business combination between Strayer and Capella.

        On September 25, 2017, Strayer senior management provided 5-year standalone projections to Capella and Morgan Stanley for their use in connection with their evaluation of a potential business combination between Strayer and Capella. The 5-year standalone projections had been previously reviewed by the Strayer board of directors and were again reviewed in connection with the evaluation of the potential business combination between Strayer and Capella.

        On September 25, 2017, Messrs. Silberman and Gilligan, representatives of Strayer's and Capella's respective senior management, and a representative of Latham, met in Chicago, Illinois. The parties identified a range of issues relevant to assessing the advisability of the potential merger of equals, including governance, regulatory, operational and integration matters and potential synergies. The parties agreed to continue negotiating the key issues of a final merger agreement and that they would not continue negotiating the previously proposed Term Sheet. At the end of the meeting, Latham was instructed to prepare an initial draft merger agreement, with mutual and reciprocal terms appropriate for a merger of equals and the potential business combination. Following the meeting, Latham began working on the initial draft of the proposed merger agreement with the input of Capella senior management and other advisors to Capella.

        On September 28, 2017, the Capella board of directors held a meeting with representatives of each of Capella senior management, Latham and Morgan Stanley in attendance at the request of the Capella board of directors. At this meeting, Mr. Gilligan and Capella senior management reviewed with the Capella board of directors the strategic rationale for a potential business combination with Strayer and provided an update regarding the due diligence efforts that had been completed to date and the discussions with Strayer senior management. Mr. Gilligan and Capella senior management noted that these discussions included the potential post-closing ownership of the combined company that would be determined generally utilizing an agreed-upon exchange ratio based on a volume weighted average price, the anticipated synergies, the complementary programs and services of the two companies, the senior management of the combined company, the structure of the potential business combination, and the composition of the board of directors of the combined company. Representatives of Morgan Stanley reviewed with the Capella board of directors certain preliminary financial analyses. Representatives of Latham reviewed with the Capella board of directors its fiduciary duties when considering the potential business combination. The Capella board of directors determined that Capella senior management, together with Capella's legal and financial advisors, should continue discussions and negotiations with Strayer and provided guidance with respect to such negotiations, including with respect to ownership and governance of the combined company. After representatives of Morgan Stanley left the call, the Capella board of directors again expressed its agreement with Capella senior

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management's recommendation that Morgan Stanley be engaged with regard to the potential business combination. The engagement letter was subsequently executed by Capella on October 26, 2017.

        On October 3 and 4, 2017, Messrs. Silberman and McDonnell and members of Capella senior management met in Minneapolis, Minnesota, to discuss key governance and valuation matters. After discussion, the parties agreed to recommend to their respective boards that a business combination should use a fixed exchange ratio based on a 90-day volume weighted average price calculation. It was also discussed that Capella would have the right to appoint three members of the board of directors of the combined company, and Capella and Strayer continued to discuss the size of the Strayer board of directors following the potential business combination.

        On October 4, 2017, Mr. Dinh and Mr. Brian W. Jones, President of Strayer University, met with representatives of the DOE. During this meeting, the representatives of Strayer explored the DOE's initial view of a potential business combination between Strayer and Capella.

        On October 5, 2017, the Capella board of directors held a meeting with representatives of each of Capella senior management, Latham and Morgan Stanley in attendance at the request of the Capella board of directors. At this meeting, Mr. Gilligan and Capella senior management provided an update regarding the due diligence efforts that had been completed to date and the discussions with Strayer senior management regarding the potential business combination. The Capella board of directors discussed strategic alternatives to a potential business combination with Strayer and determined that the potential business combination with Strayer was preferable to any strategic alternatives. Capella senior management then discussed the process for obtaining regulatory approval of the potential business combination. Representatives of Morgan Stanley reviewed with the Capella board of directors certain updated preliminary financial analyses. The Capella board of directors determined that Capella senior management, together with Capella's legal and financial advisors, should continue discussions and negotiations with Strayer regarding the potential business combination and provided guidance and input with respect to such negotiations regarding various issues.

        Later on October 5, 2017, Messrs. Gilligan and Silberman discussed that the Capella board of directors agreed, among other things, to a 90-day VWAP calculation and that Capella would have the right to appoint three members of the board of directors of the combined company.

        On October 5, 2017, Mr. Jackson discussed with Mr. Polacek that his calculation of the exchange ratio would be 0.868 of a share of Strayer common stock for each share of Capella common stock, based on a VWAP calculation of 90 calendar days. Mr. Polacek in turn informed Mr. Jackson that his calculation had yielded an exchange ratio of 0.879 of a share of Strayer common stock for each share of Capella common stock, based on a VWAP calculation of 90 trading days using calculations provided by representatives of Morgan Stanley.

        On October 9, 2017, the Strayer board of directors held a telephonic meeting. The Strayer board, together with members of senior management, discussed the potential engagement of Perella Weinberg as Strayer's financial advisor, citing, among other things, Perella Weinberg's experience and reputation serving as financial advisor in connection with comparable business combinations. The Strayer board of directors approved the engagement of Perella Weinberg. It was then noted that the Strayer board of directors had looked closely at the strategic landscape applicable to Strayer over the past two years and its various possible options and that there was continuing consensus among the directors and Strayer's senior management that Capella remained the only sensible academic partner for Strayer. Strayer senior management noted that it would expect to be able to negotiate an exchange ratio in which the current stockholders of Strayer would own approximately 52% of the common shares of a combined company following a combination with Capella. Representatives of Kirkland provided an overview of the directors' duties under Maryland law and certain other legal considerations relevant to the discussion and evaluation of a potential business combination with Capella. Representatives of Perella Weinberg provided the Strayer board of directors with a general overview of the share price

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performance for each of Strayer and Capella and several other preliminary comparative financial metrics. Following discussion regarding these topics, the Strayer board of directors instructed Strayer senior management to continue negotiations with Capella.

        On October 10, 2017, Mr. Gilligan and Mr. Silberman discussed the different proposed 90-day VWAP calculations of 0.868 and 0.879, and the possibility of agreeing to 0.875. They agreed to defer a decision on the matter until a later meeting at which the other open items would be negotiated.

        On October 11, 2017, the Capella board of directors held a meeting with representatives of each of Capella senior management, Latham and Morgan Stanley in attendance at the request of the Capella board of directors. At this meeting, Mr. Gilligan and Capella senior management provided an update regarding the potential business combination with Strayer, including the discussions with Strayer senior management, outreach to regulatory authorities, and the status of the due diligence efforts. Representatives of Morgan Stanley reviewed with the Capella board of directors certain updated preliminary financial analyses relating to Strayer and the potential business combination, and provided an update on discussions with representatives of Perella Weinberg. Latham then provided the Capella board of directors an update on the status of and issues related to the proposed merger agreement and previewed the topics that would be discussed at the October 18, 2017 Capella board of directors meeting. The Capella board of directors determined that Capella senior management, together with Capella's legal and financial advisors, should continue discussions and negotiations with Strayer and provided guidance with respect to such negotiations.

        On October 11, 2017, Ms. Lizette Herraiz, Deputy General Counsel of Strayer, and Mr. Jones contacted a representative of the Middle States Commission on Higher Education ("MSCHE"), which is the accreditor for Strayer University, to explore MSCHE's initial view of a potential business combination between Strayer and Capella.

        On October 12, 2017, representatives of Strayer's and Capella's respective senior management met in Washington D.C., to further discuss the potential business combination, including operational and integration matters for the combined company, as well as governance and regulatory considerations related thereto. During the meeting, Strayer and Capella also provided their respective views on, and rationale for, their proposed exchange ratios, with Strayer proposing 0.868 and Capella proposing 0.879.

        On the evening of October 12, 2017, Latham delivered to Kirkland an initial draft of the proposed merger agreement for the potential business combination, which included Capella's positions on key issues, including the size of the board of the combined company, whether either company's board of directors would be permitted to terminate the merger agreement in order to accept an unsolicited superior proposal and closing conditions relating to regulatory matters.

        On October 15, 2017, Mr. Dinh contacted Ms. Jackson to discuss specific terms that would be included in the next draft of the merger agreement, including a termination fee of $25,000,000 and reimbursement of actual expenses in certain circumstances to be capped at an amount between $7,000,000 and $9,000,000, and Mr. Dinh and Ms. Jackson acknowledged that the final determination on such amounts was subject to discussions with Strayer's and Capella's respective financial advisors and approval by the Strayer board of directors and the Capella board of directors.

        On October 16, 2017, Kirkland delivered to Latham a revised draft of the merger agreement, which included Strayer's positions on key issues, including the size of the board of directors of the combined company, whether either company's board of directors would be permitted to terminate the proposed merger agreement in order to accept an unsolicited superior proposal, closing conditions relating to regulatory matters, and a termination fee of $25,000,000.

        On October 17, 2017, representatives of Strayer and Capella met with representatives of the DOE to further discuss a potential business combination between Strayer and Capella. Ms. Jackson, Cooley LLP, Capella's outside regulatory counsel, and Drinker Biddle & Reath LLP, Strayer's outside

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regulatory counsel, held a similar telephonic meeting with representatives of the HLC, which is the accreditor for Capella University.

        Also on October 17, 2017, Messrs. McDonnell and Jackson travelled to Minneapolis, Minnesota, to meet with Mr. Polacek and other representatives of Capella senior management to agree on a more detailed schedule and timeline of potential synergies that could result from a business combination between the companies.

        On October 18, 2017, the Capella board of directors held a meeting with representatives of each of Capella senior management, Latham and Morgan Stanley in attendance at the request of the Capella board of directors. At this meeting, Mr. Gilligan and Capella senior management provided an update regarding the potential business combination with Strayer, including on diligence, potential synergies that would result from a business combination with Strayer, the negotiation process and key outstanding issues, as well as Capella senior management's outreach to regulatory authorities. Capella senior management then presented an updated financial forecast and the key elements of the communication plan. Representatives of Morgan Stanley then provided to the Capella board of directors certain updated preliminary financial analyses relating to Strayer and the potential business combination. Capella senior management discussed strategic alternatives to the potential business combination with Strayer, and the Capella board of directors again confirmed that the potential business combination with Strayer was preferable to any other strategic alternatives. Latham made a presentation to the Capella board of directors, which included an overview of the potential business combination structure and key open terms in the merger agreement. Latham and the Capella board of directors then discussed various open issues, including the proposed exchange ratio and the size of the board of directors of the combined company. After discussing the presentations by Capella senior management and representatives of each of Morgan Stanley and Latham, the Capella board of directors determined that Capella senior management, together with Capella's legal and financial advisors, should continue discussions and negotiations with Strayer and provided guidance with respect to such negotiations. Capella senior management then exited the meeting and the Capella board of directors entered an executive session and determined that none of the directors had any conflicts of interest with respect to a potential business combination with Strayer.

        Also on October 18, 2017, representatives of Kirkland and Latham discussed the revised draft of the merger agreement, and representatives of Latham identified the key issues to be discussed with representatives of Strayer's and Capella's respective senior management at a meeting the next day.

        On the morning of October 19, 2017, Messrs. Silberman and Gilligan, representatives of Strayer's and Capella's respective senior management, and representatives of Kirkland and Latham, met in New York City, to discuss the key issues identified in the revised draft of the merger agreement, as well as the proposed exchange ratio. After discussion, it was agreed that the board of the combined company would be composed of 12 members, three of which would be Capella directors, and that Strayer and Capella would be required to close the business combination unless, in addition to certain other conditions, a required educational approval included conditions that would amount to a material adverse effect on the combined company. In addition, the parties agreed that either company's board of directors would be permitted to terminate the merger agreement in order to accept an unsolicited superior proposal. Finally, Messrs. Silberman and Gilligan agreed to recommend to their respective boards of directors for consideration an exchange ratio of 0.875 of a share of Strayer common stock for each share of Capella common stock.

        Later on October 19, 2017, the Strayer board of directors held a meeting, with representatives of Strayer senior management, Kirkland and Perella Weinberg in attendance. Mr. Silberman reported on the progress towards resolving key issues in the merger agreement and that he would expect to present a close to final merger agreement at the next meeting of the Strayer board of directors. Mr. Silberman also reported his agreement with Mr. Gilligan to recommend an exchange ratio of 0.875 to the Strayer

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board of directors. The Strayer board of directors indicated their continued support for a business combination with Capella.

        From October 20 to October 27, 2017, the parties exchanged drafts of the merger agreement. Representatives of Kirkland, Latham and members of Strayer's and Capella's respective senior management further negotiated the remaining open points, including the terms of the interim operating covenants that would apply to the operations of the two companies between signing and closing and the terms of regulatory approval conditions. Kirkland and Latham also exchanged drafts of the Strayer charter amendment, the purpose of which was to change the combined company's corporate name to "Strategic Education, Inc." and increase the number of shares of Strayer common stock that Strayer is authorized to issue to 32,000,000 in order to consummate the merger. Latham and Kirkland exchanged a final, agreed draft of the merger agreement and the Strayer charter amendment on October 27, 2017, prior to the Strayer board of directors meeting.

        On October 24, 2017, the Strayer board of directors held a regularly scheduled in-person meeting in Washington D.C., with representatives of Strayer senior management. Representatives of Kirkland and Perella Weinberg were in attendance for portions of the meeting. The Strayer board of directors reviewed with senior management the third quarter financial results and performance of Strayer, performance expectations for the remainder of 2017 and into 2018 and the Strayer standalone projections that had been previously provided to Capella and Perella Weinberg. The Strayer board of directors also reviewed the performance expectations of the combined company. Representatives of Kirkland reviewed the directors' duties under Maryland law and certain other legal considerations relevant to the discussion and evaluation of a potential business combination with Capella. Representatives of Kirkland also reviewed the provisions of the proposed merger agreement and the Strayer charter amendment, and discussed the proposed Strayer share issuance, which was required in connection with the merger. Representatives of Perella Weinberg reviewed with the Strayer board of directors Perella Weinberg's financial analysis. Following discussion regarding these topics, the Strayer board of directors reiterated its support for the potential business combination with Capella and instructed Strayer senior management to finalize negotiations with Capella.

        On October 24, 2017, the Capella board of directors held a meeting with representatives of each of Capella senior management, Latham and Morgan Stanley in attendance at the request of the Capella board of directors. At this meeting, Mr. Gilligan and Capella senior management provided an update regarding the potential business combination with Strayer, including discussions with Strayer senior management, outreach to regulatory authorities and status of the due diligence efforts to date. Representatives of Morgan Stanley reviewed with the Capella board of directors the status of negotiation of the financial terms of the potential business combination and provided certain updated preliminary financial analyses relating to Strayer and the potential business combination. Latham then provided the Capella board of directors with an update on the status of the negotiations of the proposed merger agreement, including with respect to the issues that remained open. The Capella board of directors determined that Capella senior management, together with Capella's legal and financial advisors, should continue discussions and negotiations with Strayer regarding the potential business combination and provided guidance and input with respect to such negotiations.

        On the morning of October 27, 2017, the Capella board of directors held a meeting with representatives of each of Capella senior management, Latham and Morgan Stanley in attendance at the request of the Capella board of directors. In advance of the meeting, the Capella board of directors was provided with, among other things, a final draft of the merger agreement and other business combination-related materials. At this meeting, Capella senior management reviewed with the Capella board of directors the results of the business, financial, accounting and legal due diligence review of Strayer, provided a detailed overview of Strayer's business and the strategic rationale for the potential business combination and provided an update on remaining open items related to the potential business combination and Capella senior management's progress in reaching out to regulatory

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authorities. Representatives of Morgan Stanley updated the Capella board of directors regarding certain financial aspects of the potential business combination. Representatives of Latham provided a detailed summary of the business combination documents, including the terms and conditions of the merger agreement, and the proposed corporate governance of the combined company. Representatives of Latham then reviewed with the Capella board of directors its fiduciary duties when considering the potential business combination and reviewed the process to date by which the Capella board of directors had overseen negotiations of the potential business combination. Representatives of Latham then discussed amending Capella's bylaws by adopting a forum selection bylaw, reviewed the next steps and timeline of the potential business combination and the Capella board of directors resolutions that would authorize the potential business combination. Capella senior management then reviewed the communication plan with the Capella board of directors. The Capella board of directors provided guidance regarding remaining open issues and authorized Capella senior management, together with Capella's legal and financial advisors, to finalize the remaining open issues.

        After the close of the financial markets on October 27, 2017, the Strayer board of directors held a meeting, with representatives of Strayer senior management, Kirkland and Perella Weinberg in attendance. In advance of the meeting, the Strayer board of directors was provided with, among other things, final versions of the merger agreement and the other definitive documents, including the Strayer charter amendment and draft proposed resolutions approving the merger agreement, the Strayer share issuance and the Strayer charter amendment. Mr. Silberman informed the Strayer board of directors that the merger agreement had been finalized in a manner consistent with what had been described to the Strayer board of directors on October 24, 2017. Representatives of Perella Weinberg then reviewed with the Strayer board of directors Perella Weinberg's updated financial analysis and confirmed that there had been no material changes to the financial analysis presented by Perella Weinberg to the Strayer board of directors on October 24, 2017. Representatives of Perella Weinberg rendered to the Strayer board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion, to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions and limitations set forth therein, the merger exchange ratio was fair, from a financial point of view, to Strayer. In the course of its deliberations, the Strayer board of directors considered a number of factors, including those described more fully below under "—Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors." Based on the discussions and deliberations at this meeting and prior meetings, the Strayer board of directors unanimously determined that the merger and the merger agreement and the transactions contemplated thereby, including the Strayer share issuance and the Strayer charter amendment, were advisable and in the best interests of Strayer and its stockholders; unanimously approved and adopted the merger agreement; authorized Strayer senior management to execute the merger agreement on behalf of Strayer; directed that the Strayer share issuance and the Strayer charter amendment be submitted to a vote at a meeting of Strayer stockholders, and resolved to recommend that Strayer stockholders vote to approve the Strayer share issuance and Strayer charter amendment.

        On October 29, 2017, the compensation committee of the Capella board of directors held a meeting with representatives of Latham to review and approve proposed Transition Agreements with Messrs. Gilligan and Polacek and a proposed Letter Agreement with Mr. Andrew Watt. Following a discussion, the compensation committee of the Capella board of directors resolved to recommend to the executive committee of the Capella board of directors the approval of the proposed Transition Agreement with Mr. Gilligan and approved the proposed Transition Agreement with Mr. Polacek and the proposed Letter Agreement with Mr. Watt.

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        Also on October 29, 2017, the executive committee of the Capella board of directors held a meeting with representatives of Latham to review and approve the proposed Transition Agreement with Mr. Gilligan. The chairman of the Capella compensation committee reviewed the proposed Transition Agreement with Mr. Gilligan and discussed with the executive committee of the Capella board of directors the recommendation of the compensation committee that the executive committee of the Capella board of directors approve such proposed Transition Agreement with Mr. Gilligan. Following a discussion, the executive committee of the Capella board of directors resolved to approve the Transition Agreement with Mr. Gilligan.

        Also on October 29, 2017, the Capella board of directors held a meeting with representatives of each of Capella senior management, Latham and Morgan Stanley in attendance at the request of the Capella board of directors. All of the directors were present. In advance of the meeting, the directors were provided with, among other things, final versions of the merger agreement and the other definitive documents, including the proposed articles of incorporation of the combined company and the proposed forum selection amendment to Capella's bylaws, draft proposed resolutions approving the business combination and materials prepared by Morgan Stanley. Capella senior management provided a review of the process of negotiating the potential business combination. Representatives of Morgan Stanley then rendered an oral opinion to the Capella board of directors, subsequently confirmed by delivery of a written opinion, dated October 29, 2017, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the merger exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of Capella common stock (other than the Excluded Shares). Representatives of Latham then reviewed the final business combination documents and the amendment to Capella's bylaws. A discussion ensued regarding the potential business combination with Strayer. In the course of its deliberations, the Capella board of directors considered a number of factors, including those described more fully below under "—Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors." Following these discussions, representatives of Latham reviewed resolutions approving the merger, the merger agreement and the related matters that had been previously distributed to the Capella board of directors. The Capella board of directors unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Capella and its shareholders and authorized the appropriate officers of Capella to execute and deliver the merger agreement, the amendment to Capella's bylaws and related documents.

        Subsequently, on October 29, 2017, Strayer and Capella executed the merger agreement.

        Strayer and Capella issued a joint press release before the opening of the financial markets in New York City on October 30, 2017, announcing the execution of the merger agreement.

Capella's Reasons for the Merger; Recommendation of the Capella Board of Directors

        After consideration, the Capella board of directors, by a unanimous vote of all directors at its meeting on October 29, 2017, (i) determined that the merger agreement and the transactions contemplated thereby were advisable, fair to and in the best interests of Capella and its shareholders, and (ii) approved and adopted the merger agreement, the transactions contemplated thereby and the related agreements and documents, including the form of certificate of incorporation of the combined company.

        In its evaluation of the merger agreement and the transactions contemplated thereby, the Capella board of directors consulted with Capella's management and Capella's legal and financial advisors, and considered a number of factors and a substantial amount of information in reaching its decision to

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approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the following:

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        The Capella board of directors weighed the foregoing advantages and benefits against a variety of potentially negative factors concerning the merger agreement, the merger and the other transactions contemplated by the merger agreement, including:

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        In addition to considering the factors described above, the Capella board of directors considered the fact that Capella's directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Capella shareholders. See "—Interests of Capella's Directors and Executive Officers in the Merger."

        In view of the wide variety of factors considered in connection with the merger, the Capella board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific material factors it considered in reaching its decision. In addition, individual members of the Capella board of directors may have given different weight to different factors. The Capella board of directors viewed its position and recommendation as being based on an overall review of the totality of the information available to it and considered these factors in the aggregate to be favorable to, and support its determination regarding the merger agreement, the merger and the other transactions contemplated by the merger agreement.

        The Capella board of directors believed that the potential benefits of the merger to Capella and its shareholders outweighed the risks, many of which are mentioned above. The Capella board of directors realized, however, that there can be no assurance about future results, including results considered or expected as described in the factors listed above. This explanation of the reasoning of the Capella board of directors and all other information in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under "Cautionary Statement Regarding Forward-Looking Statements."

        For the reasons set forth above, the Capella board of directors unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement, are advisable and fair to and in the best interests of Capella and its stockholders and unanimously approved the merger agreement. The Capella board of directors unanimously recommends to Capella's stockholders that they vote "FOR" the Capella Merger Proposal, "FOR" the Capella Adjournment Proposal and "FOR" the Capella Advisory Compensation Proposal.

Strayer's Reasons for the Merger; Recommendation of the Strayer Board of Directors

        After consideration, the Strayer board of directors, by a unanimous vote of all directors at its meeting on October 27, 2017, approved the merger agreement and the transactions contemplated thereby, including the Strayer share issuance and the amendment and restatement of the Strayer charter.

        In the course of evaluating the merger agreement and the transactions contemplated thereby, including the Strayer share issuance and the amendment and restatement of the Strayer charter, the Strayer board of directors consulted with Strayer's management and Strayer's legal and financial advisors and considered a number of factors in reaching its decision to approve the merger agreement

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and the transactions contemplated thereby, including the Strayer share issuance and the Strayer charter amendment, including the following:

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        The Strayer board of directors also considered various risks and other potentially negative factors concerning the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the Strayer share issuance and the Strayer charter amendment, including the following factors:

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        The above discussion of the factors considered by the Strayer board of directors is not intended to be exhaustive, but does set forth material factors considered by the Strayer board of directors. In light of the wide variety of factors considered in connection with its evaluation of the merger agreement and the transactions contemplated thereby, including the Strayer share issuance and the Strayer charter amendment and the complexity of these matters, the Strayer board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors, and individual directors may have held varied views of the relative importance of the factors considered. The Strayer board of directors viewed its position and recommendation as being based on an overall review of the totality of the information available to it and considered these factors in the aggregate to be favorable to, and to support, its determination regarding the merger, the Strayer share issuance and the Strayer charter amendment.

        This explanation of Strayer's reasons for the merger and the other transactions contemplated by the merger agreement, including the Strayer share issuance and the Strayer charter amendment, and other information presented in this section is forward-looking in nature and should be read in light of the section of this joint proxy statement/prospectus entitled "Cautionary Statement Regarding Forward-Looking Statements."

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        For the reasons set forth above, the Strayer board of directors unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the Strayer share issuance and the amendment and restatement of the Strayer charter are advisable and fair to and in the best interests of Strayer and its stockholders and unanimously approved the merger agreement, the Strayer share issuance and the amendment and restatement of the Strayer charter. The Strayer board of directors unanimously recommends to Strayer's stockholders that they vote "FOR" the Share Issuance Proposal, "FOR" the Charter Amendment Proposal and "FOR" the Strayer Adjournment Proposal.

Opinion of Capella's Financial Advisor

        The Capella board of directors retained Morgan Stanley to provide it with financial advisory services in connection with the proposed merger and to provide a financial opinion. The Capella board of directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation and its knowledge of the business and affairs of Capella. On October 29, 2017, at a meeting of the Capella board of directors, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of a written opinion, dated October 29, 2017, that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the merger exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders of shares of Capella common stock (other than the Excluded Shares).

        The full text of the written opinion of Morgan Stanley delivered to the Capella board of directors, dated as of October 29, 2017, is attached to this joint proxy statement/prospectus as Annex D and is incorporated herein by reference in its entirety. You should read Morgan Stanley's opinion and this summary of Morgan Stanley's opinion carefully and in their entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley's opinion was directed to the Capella board of directors, in its capacity as such, and addressed only the fairness from a financial point of view to the holders of shares of Capella common stock (other than the Excluded Shares) of the merger exchange ratio pursuant to the merger agreement as of the date of such opinion. Morgan Stanley's opinion did not address any other aspects or implications of the merger. Morgan Stanley's opinion did not in any manner address the price at which shares of Strayer common stock would trade following the merger or at any time, and Morgan Stanley expressed no opinion or recommendation to any holder of shares of Capella common stock or Strayer common stock as to how such holder should vote at the Capella special meeting or the Strayer special meeting, respectively, or whether to take any other action with respect to the merger.

        For purposes of rendering its opinion, Morgan Stanley, among other things:

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        Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by Capella and Strayer, and formed a substantial basis for its opinion. Morgan Stanley assumed that the financial projections provided to it had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Capella and Strayer of the future financial performance of Capella and Strayer. Morgan Stanley assumed that information and projections relating to strategic, financial and operational benefits anticipated from the merger had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Capella and Strayer. Morgan Stanley relied upon, without independent verification, the assessment by the managements of Capella and Strayer of: (i) the strategic, financial and other benefits expected to result from the merger; (ii) the timing and risks associated with the integration of Capella and Strayer and (iii) their ability to retain key employees of Capella and Strayer, respectively. In addition, Morgan Stanley assumed that the merger would be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the merger would be treated as a tax-free reorganization, pursuant to the Code. Morgan Stanley assumed that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to it. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, quasi-governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley noted that it is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Capella and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Capella's officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of Capella common stock in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Capella or Strayer, nor was it furnished with any such valuations or appraisals. Morgan Stanley's opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after such date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

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Summary of Financial Analyses of Morgan Stanley

        The following is a summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its written opinion to the Capella board of directors, each dated as of October 29, 2017. The following summary is not a complete description of the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 27, 2017, the most recent trading day prior to Morgan Stanley's presentation to the Capella board of directors of its financial analysis on October 29, 2017. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

        In performing the financial analyses summarized below and in arriving at its opinion, at the direction of the Capella board of directors, Morgan Stanley utilized and relied upon certain financial projections relating to Capella and Strayer, provided by the managements of Capella and Strayer, respectively, and which are described below. In addition, Morgan Stanley utilized and relied upon the number of issued and outstanding shares of Capella and Strayer provided by the managements of Capella and Strayer, respectively.

Comparable Company Analysis

        Morgan Stanley performed a comparable public company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared, using publicly available information, certain future financial information for Capella and Strayer with corresponding financial data for other companies that shared certain similar characteristics to Capella and Strayer to derive an implied valuation range for Capella and Strayer. The companies used in this comparison include the following: Grand Canyon Education, Inc., American Public Education, Inc., Laureate Education, Inc. and Adtalem Global Education Inc. These companies were chosen based on Morgan Stanley's knowledge of the industry and because they have businesses that may be considered similar to those of Strayer and Capella.

        For purposes of this analysis, Morgan Stanley analyzed the ratio of the aggregate value (defined as fully diluted market capitalization plus net debt and referred to as AV) for each of these companies as of October 27, 2017 to estimated calendar year 2018 EBITDA. Morgan Stanley refers to this statistic as 2018E AV/EBITDA. Morgan Stanley also analyzed the ratio of the closing stock price per share for each of these companies as of October 27, 2017 to estimated calendar year 2018 earnings per share ("EPS"). Morgan Stanley refers to this statistic as 2018E Price/EPS.

        Based on this analysis and its professional judgment, Morgan Stanley selected reference ranges of AV/EBITDA of 7.0x - 10.0x and Price/EPS of 18.0x - 24.0x and applied these ranges to estimated EBITDA and EPS for calendar year 2018 for Capella based on both Wall Street consensus research estimates based on Institutional Brokers' Estimate System data (the "Capella Consensus Case") and the forecasts provided by the management of Capella (the "Capella Management Case"). For 2018E AV/EBITDA, Morgan Stanley's analysis resulted in implied share prices for Capella of $71 to $94, rounded to the nearest dollar, based on the Capella Consensus Case and $69 to $92, rounded to the nearest dollar, based on the Capella Management Case. For 2018E Price/EPS, Morgan Stanley's analysis resulted in implied share prices for Capella of $66 to $88, rounded to the nearest dollar, based

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on the Capella Consensus Case and $68 to $90, rounded to the nearest dollar, based on the Capella Management Case.

        Morgan Stanley also applied the selected reference ranges of AV/EBITDA and Price/EPS to estimated EBITDA and EPS for calendar year 2018 for Strayer based on both Wall Street consensus research estimates based on Institutional Brokers' Estimate System data (the "Strayer Consensus Case") and the forecasts provided by the management of Strayer (the "Strayer Management Case"). For 2018E AV/EBITDA, Morgan Stanley's analysis resulted in implied share prices for Strayer of $68 to $91, rounded to the nearest dollar, based on the Strayer Consensus Case and $71 to $96, rounded to the nearest dollar, based on the Strayer Management Case. For 2018E Price/EPS, Morgan Stanley's analysis resulted in implied share prices for Strayer of $68 to $90, rounded to the nearest dollar, based on the Strayer Consensus Case and $72 to $96, rounded to the nearest dollar, based on the Strayer Management Case.

        Morgan Stanley then calculated the exchange ratio implied by the trading multiple analysis. Morgan Stanley compared the lowest implied share prices for Capella common stock to the highest implied share prices for Strayer common stock to derive the lowest exchange ratio implied by the trading multiple analysis. Similarly, Morgan Stanley compared the highest implied share prices for Capella common stock to the lowest implied share prices for Strayer common stock to derive the highest exchange ratio implied by the trading multiple analysis. The implied exchange ratio ranges resulting from this analysis were as follows:

 
  Implied Exchange
Ratio Range
 

Consensus—2018E AV/EBITDA

    0.779x - 1.386x  

Management Case—2018E AV/EBITDA

    0.719x - 1.282x  

Consensus—2018E Price/EPS

    0.732x - 1.301x  

Management Case—2018E Price/EPS

    0.705x - 1.254x  

        Morgan Stanley noted that the merger agreement provided for an exchange ratio of 0.875x.

        No company utilized in the comparable company analysis is identical to Capella or Strayer or directly comparable in business mix, size or other metrics. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences between Capella and Strayer and the companies being compared and other factors that would affect the value of the companies to which Capella and Strayer are being compared. In selecting comparable companies, Morgan Stanley made judgments and assumptions with regard to size, business mix, industry performance, global business, economic, market and financial conditions and other matters, many of which are beyond the control of Capella or Strayer, such as the impact of competition on Capella and Strayer and their business segments and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of Capella and Strayer or the industry or the financial markets in general, which could affect the public trading value of Capella and Strayer and the companies to which they are being compared.

Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of that company. Morgan Stanley performed a discounted cash flow analysis on both Capella and Strayer based on estimates of future cash flows from September 30, 2017 through December 31, 2022 and calculated a terminal value at the end of such projection period. Morgan Stanley calculated a range of per share equity values (as of September 30, 2017) for each of Capella and Strayer.

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Capella Discounted Cash Flow Analysis

        With respect to Capella, Morgan Stanley calculated a range of implied total equity values of Capella and values per share of Capella common stock based on estimates of future cash flows for Capella from September 30, 2017 to December 31, 2022. Morgan Stanley first calculated the estimated unlevered free cash flows, defined as earnings before interest and taxes burdened by stock-based compensation, less taxes, plus depreciation and amortization, less capital expenditures, plus provision for bad debt expense and less increases in working capital, based on the Capella Management Case. Morgan Stanley then calculated a terminal value range for Capella by extrapolating EBITDA for the next twelve (12) months as of December 31, 2022 based on direction from Capella management and applying a multiple of AV/EBITDA of 8.0x to 9.0x to such EBITDA. This multiple range was derived based on Morgan Stanley's professional judgment. The forecasted unlevered free cash flows and terminal values were discounted to September 30, 2017 using discount rates ranging from 8.1% to 10.1%, which were selected based on Morgan Stanley's professional judgment and taking into consideration a weighted average cost of capital calculation ("WACC") and Capella's assumed cost of equity calculated using a capital asset pricing model. Morgan Stanley then deducted Capella's estimated net debt as of September 30, 2017 from the implied aggregate value ranges.

        Based on the above-described analysis, Morgan Stanley derived a range of implied values per share for Capella as of September 30, 2017 of $78 to $90, rounded to the nearest dollar.

Strayer Discounted Cash Flow Analysis

        With respect to Strayer, Morgan Stanley calculated a range of implied aggregate values, total equity values of Strayer and values per share of Strayer common stock based on estimates of future cash flows for Strayer from September 30, 2017 to December 31, 2022. Morgan Stanley first calculated the estimated unlevered free cash flows, defined as earnings before interest and taxes burdened by stock-based compensation, less taxes, plus depreciation and amortization, less capital expenditures and less increases in working capital, based on the Strayer Management Case. Morgan Stanley then calculated a terminal value range for Strayer by extrapolating EBITDA for the next twelve (12) months as of December 31, 2022 based on direction from Capella management and applying a multiple of AV/EBITDA of 9.0x to 10.0x to such EBITDA. This multiple range was derived based on Morgan Stanley's professional judgment. The forecasted unlevered free cash flows and terminal value were discounted to September 30, 2017 using discount rates ranging from 9.3% to 11.3%, which were selected based on Morgan Stanley's professional judgment and taking into consideration a WACC calculation for Strayer and Strayer's assumed cost of equity calculated using a capital asset pricing model. Morgan Stanley then deducted from the implied aggregate value ranges Strayer's estimated net debt as of September 30, 2017.

        Based on the above-described analysis, Morgan Stanley derived a range of implied values per share for Strayer as of September 30, 2017 of $91 to $105, rounded to the nearest dollar.

Exchange Ratio Implied by Discounted Cash Flow Analysis

        Morgan Stanley calculated the exchange ratio ranges implied by the discounted cash flow analyses. Morgan Stanley compared the lowest implied per share value for Capella common stock to the highest implied per share value for Strayer common stock to derive the lowest exchange ratio implied by the analyses. Similarly, Morgan Stanley compared the highest implied per share value for Capella common stock to the lowest implied per share value for Strayer common stock to derive the highest exchange ratio implied by the analyses. The implied exchange ratio ranges resulting from the analysis was 0.747x to 0.988x. Morgan Stanley noted that the merger agreement provided for an exchange ratio of 0.875x.

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Historical Trading Prices

        Morgan Stanley reviewed the historical trading prices of Capella common stock and Strayer common stock during the 52-week period ended October 27, 2017, which reflected low to high closing prices for Capella common stock during such period of $65 to $99 per share, rounded to the nearest dollar, and Strayer common stock of $56 to $96 per share, rounded to the nearest dollar, during such period. Morgan Stanley calculated the exchange ratio implied by the share price range for Capella and Strayer during the 52-week period describe above by dividing the Capella share price by the Strayer share price, which resulted in a range of exchange ratios of 0.683x to 1.763x. Morgan Stanley noted that the merger agreement provided for an exchange ratio of 0.875x.

        The historical trading prices were presented for reference purposes only, and were not relied upon for valuation purposes.

Broker Price Targets

        Morgan Stanley reviewed publicly available equity research analysts' share price targets for Strayer and Capella common stock. Morgan Stanley noted that the undiscounted price targets issued by those research analysts with publicly available price targets ranged from $78.00 to $90.00 per share of Capella common stock, rounded to the nearest dollar, and $87.00 to $99.00 per share of Strayer common stock, rounded to the nearest dollar.

        Morgan Stanley then calculated the range of discounted price targets for each of Capella and Strayer by discounting such targets for one year using the midpoint of Morgan Stanley's estimate ranges of their respective costs of equity. Based on estimated cost of equity of 9.1% for Capella, Morgan Stanley calculated a range of discounted price targets for Capella of $72 to $83 per share, rounded to the nearest dollar, of Capella common stock. Based on an estimated cost of equity of 10.3% for Strayer, Morgan Stanley calculated a range of discounted price targets for Strayer of $79 to $90 per share of Strayer common stock.

        Morgan Stanley then calculated the exchange ratio range implied by the analyst price targets. For each of the standalone price targets and the discounted price targets, Morgan Stanley compared the lowest analyst target per share for Capella common stock to the highest research target per share for Strayer common stock to derive the lowest exchange ratio implied by the analyst price targets. Similarly, Morgan Stanley compared the highest research target per share for Capella common stock to the lowest research target per share for Strayer common stock to derive the highest exchange ratio implied by the analyst price targets. The implied exchange ratio range resulting from this analysis was 0.788x to 1.034x for the standalone price targets 0.797x to 1.046x for the discounted price targets. Morgan Stanley noted that the merger agreement provided for an exchange ratio of 0.875x.

        The public market trading price targets published by equity research analysts do not necessarily reflect the current market trading prices for shares of Strayer common stock or Capella common stock, and these estimates are subject to uncertainties, including the future financial performance of Strayer and Capella as well as future market conditions.

        The analysts' price targets were presented for reference purposes only, and were not relied upon for valuation purposes.

Contribution Analysis

        Morgan Stanley reviewed the relative contributions of each of Capella and Strayer to estimated aggregate enrollment, revenue, EBITDA unburdened by stock-based compensation ("SBC"), EBITDA burdened by SBC and EBITDA minus capital expenditures for the combined company for the calendar year 2018, in each case based both on Capella Consensus Case and the Strayer Consensus Case as well as the Capella Management Case and the Strayer Management Case. Morgan Stanley also reviewed the relative contributions of each of Capella and Strayer to discounted cash flow analysis based on forecasts

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provided by the managements of Capella and Strayer using the midpoints of the discounted cash flow analysis in the Capella Management Case and the Strayer Management Case as described above in the section entitled "—Discounted Cash Flow Analysis" and the median price targets published by equity research analysts for each of Capella and Strayer as described under "—Broker Price Targets."

        Morgan Stanley calculated the implied contributions shown below for each of Capella and Strayer. The analysis was adjusted to take into account the impact of Capella's and Strayer's net debt as of September 30, 2017, respectively.

        The analysis indicated the following:

 
  Implied Equity
Contribution
 
 
  Capella   Strayer  

2018 Average Enrollment

             

Consensus

    47 %   53 %

Management

    46 %   54 %

2018 Revenue

             

Consensus

    50 %   50 %

Management

    50 %   50 %

EBITDA—Unburdened by SBC

             

Consensus

    51 %   49 %

Management

    49 %   51 %

EBITDA—Burdened by SBC

             

Consensus

    52 %   48 %

Management

    50 %   50 %

EBITDA minus Capital Expenditures

             

Consensus

    51 %   49 %

Management

    48 %   52 %

Discounted Cash Flow Analysis

             

Management

    47 %   53 %

Analyst Price Targets

             

Median Targets

    51 %   49 %

        Morgan Stanley noted that the exchange ratio provided for in the merger agreement of 0.875x resulted in an approximate ownership split of 48% to Capella shareholders and 52% to Strayer stockholders.

Illustrative Transaction Value Creation Analysis

        Morgan Stanley performed an illustrative transaction value creation analysis, the purpose of which is to review the implied increase in market and intrinsic value to the Capella shareholders based on assumptions regarding synergies and pro forma ownership of the combined company and based on the intrinsic value calculated from the discounted cash flow analysis for both Capella and Strayer, respectively. The illustrative transaction value creation analysis was performed for illustrative purposes only and is not indicative of actual trading levels and does not take into account the timing to achieve any synergies or the timing of the consummation of the merger.

        In its illustrative analysis, Morgan Stanley first calculated the then-current equity market value of Capella as of the close of trading on October 27, 2017, which resulted in a value of approximately $0.783 billion. Morgan Stanley then calculated the then-current equity market value of Strayer as of the close of trading on October 27, 2017, which resulted in a value of approximately $1.051 billion. Morgan Stanley then noted that the exchange ratio set forth in the merger agreement of 0.875x implied a pro forma ownership of approximately 48% of the combined company by Capella shareholders and

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approximately 52% by Strayer stockholders, using market prices on October 27, 2017, and thus, Capella shareholders would hypothetically receive approximately 48% of the then-current market value of Strayer and Strayer stockholders would hypothetically receive approximately 52% of the then-current market value of Capella.

        Morgan Stanley also noted that based on the implied fully-diluted pro forma ownership, Capella shareholders would hypothetically receive approximately 48% of any increase in market value from synergies in connection with the merger while Strayer stockholders would hypothetically receive approximately 52% of any increase in market value from synergies in connection with the merger. For purposes of this analysis, Morgan Stanley assumed run-rate synergies of $50 million, as directed by Capella management (the "Synergies"). Morgan Stanley applied an AV divided by next twelve (12) months EBITDA ("NTM EBITDA") multiple of 8.4x to these synergies, representing an assumed blended multiple for the pro forma company.

        Morgan Stanley also performed the illustrative value creation analysis on a discounted cash flow basis using the midpoints of the discounted cash flow analysis in the Capella Management Case and the Strayer Management Case as described above in the section entitled "—Discounted Cash Flow Analysis." For purposes of this analysis, Morgan Stanley applied a midpoint AV/NTM EBITDA multiple of 9.0x, selected based on Morgan Stanley's professional judgment, to the Synergies and discounted to September 30, 2017 using a pro forma discount rate of 9.8%.

Market Value

        The illustrative analysis based on market value indicated the following:

Transaction Value Creation Analysis—Based on Market Value
  (in millions)  

100% of standalone market value of Capella as of October 27, 2017

  $ 783  

less 52% of standalone market value of Capella as of October 27, 2017

  $ (408 )

plus 48% of standalone market value of Strayer as of October 27, 2017

  $ 503  

plus 48% of value of synergies

  $ 176  

Total Value to Capella Shareholders

  $ 1,054  

        Morgan Stanley noted that the illustrative analysis based on market value indicated a value to Capella shareholders that was approximately $270 million or approximately 35% higher than Capella equity market value as of the close of trading on October 27, 2017.

Intrinsic Value

        The illustrative analysis based on discounted cash flows indicated the following:

Transaction Value Creation Analysis—Based on Discounted Cash Flows
  (in millions)  

100% of standalone market value of Capella as of October 27, 2017

  $ 1,006  

less 52% of standalone market value of Capella as of October 27, 2017

  $ (525 )

plus 48% of standalone market value of Strayer as of October 27, 2017

  $ 534  

plus 48% of value of synergies

  $ 173  

Total Value to Capella Shareholders

  $ 1,189  

        Morgan Stanley noted that the illustrative analysis based on discounted cash flows indicated a value to Capella shareholders that was approximately $183 million or approximately 18% higher than Capella equity market value as of the close of trading on October 27, 2017.

        The illustrative value creation analyses were presented for reference purposes only, and were not relied upon for valuation purposes.

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Illustrative Future and Present Value Share Price Analysis

        Morgan Stanley performed an illustrative future and present value share price analysis, which is designed to provide insight into the estimated future implied value of a company's common equity as a function of such company's estimated future EBITDA, for each of Capella and the pro forma company.

        As part of its illustrative analysis, Morgan Stanley calculated future values for implied prices per share of Capella common stock for the years ending December 31, 2018, December 31, 2019 and December 31, 2020 and discounted the resulting future values to arrive at present value share prices as of September 30, 2017. To calculate the future values, Morgan Stanley used Capella's estimated NTM EBITDA, as set forth in the Capella Management Case, for the years ending December 31, 2018, December 31, 2019 and December 31, 2020 and applied an aggregate value to an estimated NTM EBITDA multiple of 6.4x, based on Capella's current aggregate value to NTM EBITDA based on the Capella Consensus Estimates. To calculate the present values, Morgan Stanley applied a discount rate of 9.1% based on Morgan Stanley's estimate of Capella's cost of equity.

        The results of this illustrative analysis were as follows:

Future and Present Value Share Price Analysis—Capella
  2018   2019   2020  

Future Value

  $ 73.01   $ 81.23   $ 89.10  

Present Value

  $ 65.51   $ 66.84   $ 67.23  

        Morgan Stanley also performed an illustrative analysis to calculate the pro forma company's future and present value implied price per share. As part of this analysis, Morgan Stanley calculated future values for implied price per share of the pro forma company's common stock for the years ending December 31, 2018, December 31, 2019 and December 31, 2020 and subsequently discounted such future values to arrive at present value share prices as of September 30, 2017. To calculate the future values, Morgan Stanley used the pro forma company's estimated NTM EBITDA, as set forth in the Capella Management Case and Strayer Management Case, including estimated synergies, for the years ending December 31, 2018, December 31, 2019 and December 31, 2020 and applied an aggregate value to estimated NTM EBITDA multiple of 8.4x, based on an assumed blended aggregate value to NTM EBITDA multiple for the pro forma company. Morgan Stanley used the exchange ratio provided for in the merger agreement of 0.875x to calculate the future value of the pro forma company as it relates to shares of Capella common stock. To calculate the present values, Morgan Stanley applied a discount rate of 9.8% based on Morgan Stanley's estimate of the pro forma company's cost of equity.

        The results of this analysis were as follows:

Future and Present Value Share Price Analysis—Pro Forma Company
  2018   2019   2020  

Future Value

  $ 96.92   $ 112.52   $ 123.52  

Present Value

  $ 86.23   $ 91.17   $ 91.15  

        Morgan Stanley noted that the illustrative future and present value share price analysis was presented for reference purposes only and is not predictive of actual future trading levels.

General

        In connection with the review of the merger agreement and the transactions contemplated thereby by the Capella board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various

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analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of Strayer or Capella. In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Strayer or Capella. These include, among other things, the impact of competition on Strayer's and Capella's businesses and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Strayer or Capella, or the industry, or in the financial markets in general. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Morgan Stanley conducted the analyses described above solely as part of its analysis of whether the merger exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders of shares of Capella common stock (other than Excluded Shares) and in connection with the delivery of its opinion, dated October 29, 2017, to the Capella board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Strayer common stock or Capella common stock might actually trade.

        The merger exchange ratio was determined through arm's-length negotiations between Strayer and Capella and was approved by the Capella board of directors. Morgan Stanley provided advice to Capella's management and the Capella board of directors during these negotiations. Morgan Stanley did not, however, recommend any specific exchange ratio to Capella, nor that any specific exchange ratio constituted the only appropriate exchange ratio for the merger. Morgan Stanley's opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. In addition, Morgan Stanley's opinion was not intended to, and did not, in any manner, address the price at which the Strayer common stock would trade following the merger or at any time, and Morgan Stanley expressed no opinion or recommendation to any holder of shares of Capella common stock or Strayer common stock as to how such holder should vote at the Capella special meeting or the Strayer special meeting, respectively, or whether to take any other action with respect to the merger.

        Morgan Stanley's opinion and its oral presentation to the Capella board or directors was one of many factors taken into consideration by the Capella board of directors in deciding to approve the merger agreement and the transactions contemplated thereby. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Capella board of directors with respect to the merger exchange ratio pursuant to the merger agreement or of whether the Capella board of directors would have been willing to agree to a different exchange ratio.

        Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley's customary practice. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for its own account or the accounts of its customers, in debt or equity securities or loans of Capella, Strayer or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

        Under the terms of its engagement letter, Morgan Stanley provided the Capella board or directors with financial advisory services and a financial opinion described in this section and attached to this joint proxy statement/prospectus as Annex D in connection with the merger, and Capella has agreed to

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pay Morgan Stanley a fee, upon rendering its fairness opinion, of $1 million payable upon delivery of the opinion and creditable against the transaction fee, if applicable. If the merger is concluded, Capella has agreed to pay Morgan Stanley a transaction fee of $15 million, which is payable upon and is contingent upon the consummation of the merger. In addition, Capella has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees and agents and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, relating to or arising out of Morgan Stanley's engagement.

        In the two years prior to the date of Morgan Stanley's opinion, other than the services provided in connection with the merger and the opinion, Morgan Stanley has not provided financial advisory or financing services to Capella or its affiliates. During the same period, Morgan Stanley has not provided any financial advisory or financing services to Strayer or its affiliates. Morgan Stanley may seek to provide financial advisory and financing services to Strayer, Capella and their respective affiliates in the future and would expect to receive fees for the rendering of those services.

Capella Management's Unaudited Prospective Financial Information

        Capella does not as a matter of course publicly disclose financial projections or forecasts as to future performances, revenues, earnings or other results given, among other things, the unpredictability of the underlying assumptions and estimates inherent in preparing financial projections and forecasts. The unaudited financial projections concerning Capella set forth below were made available, except as otherwise described below, to the board of directors of Capella in its review and evaluation of the proposed merger, to Capella's financial advisor for its use and reliance in connection with its financial analyses and opinion to the Capella board of directors described under "—Opinion of Capella's Financial Advisor" beginning on page 82, to Strayer and to Strayer's financial advisor. The summary of these financial projections is not being included in this joint proxy statement/prospectus to influence the voting decision of any Capella shareholder or Strayer stockholder with respect to the merger, but instead because these financial projections were provided to Capella, Strayer and their respective financial advisors in connection with the proposed merger.

        You should note that the financial projections set forth below constitute forward-looking statements and were not prepared with a view toward public disclosure or with a view toward complying with GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The information was prepared utilizing Capella's historical accounting policies and does not give effect to the adoption of any new accounting pronouncements in the future, the impact of which are still being assessed. As such, the unaudited prospective financial information also was not prepared with a view toward pending or new accounting pronouncements, the published guidelines of the SEC regarding projections and forward-looking statements, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections. Neither Strayer's nor Capella's independent registered public accountant, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections set forth below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the financial projections. The prospective financial information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, Capella's management. Ernst & Young LLP has neither audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report incorporated by reference in this joint proxy statement/prospectus relates to the Capella's historical financial information. It does not extend to the unaudited prospective financial information and should not be read to do so. Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared.

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        The financial projections set forth below should not be relied upon as necessarily indicative of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on such financial projections. The assumptions and estimates underlying the financial projections set forth below are inherently uncertain and, although considered reasonable by Capella management as of the date of their use in preparing the financial projections, are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections set forth below, including, among others, risks and uncertainties due to general business, economic, regulatory, market and financial conditions, as well as changes in Capella's or Strayer's, or the combined company's, respective businesses, financial condition or results of operations, and other risks and uncertainties described under the heading "Risk Factors" beginning on page 35. Accordingly, the financial projections set forth below may not necessarily be indicative of the actual future performance of Capella, or the combined company after consummation of the merger, and actual results may differ materially from those presented. Inclusion of the financial projections set forth below should not be regarded as a representation by any person that the results projected will necessarily be achieved. Furthermore, the financial projections set forth below may differ from publicized analyst estimates and forecasts and do not take into account any circumstances or events occurring after the date they were prepared. Neither Capella nor any other person intends to update or revise the financial projections set forth below and assumes no obligation to do so.

        The unaudited financial projections include several measures, including EBITDA and Free Cash Flow. "EBITDA" refers to the Capella's earnings before interest, taxes, share-based compensation, depreciation and amortization. "Free Cash Flow" refers to Capella's cash provided by operating activities less capital expenditures. Capella may calculate certain non-GAAP financial measures, including EBITDA and Free Cash Flow, using different methodologies from other companies, and Capella does not provide a reconciliation of the forward-looking non-GAAP financial measures of EBITDA and Free Cash Flow to the comparable GAAP financial measures because it is unable to reasonably predict certain items contained in the GAAP measures, including non-recurring and infrequent items that are not indicative of Capella's ongoing operations. These items are uncertain, depend on various factors and could have a material impact on Capella's GAAP results for the applicable period.

        Capella's management prepared unaudited financial projections for Capella for the fiscal years ending December 31, 2017 through 2022. Capella management's standalone projections were based on numerous variables and assumptions including the following key assumptions: (1) the year-over-year rate of growth in new enrollment improving to mid-single digit in 2018 through 2022; (2) the year-over-year rate of growth in total enrollment increasing from low single digits in 2018 and 2019 to near the growth rate of new enrollment by 2021 due to the lagged impact of new enrollment growth; (3) the Post-Secondary segment revenue growth slightly below total enrollment growth due to the negative impact of degree and program mix on revenue per learner, partly offset by net price increases; (4) the Job-Ready Skills segment having double-digit annual revenue growth through 2022 but due to continued investments this segment was not forecast to materially contribute to consolidated net income growth; (5) marketing investments growing at a rate similar to new enrollment growth and above the rate of revenue growth during the forecast period; (6) efficiency gains including scale benefits partly offsetting inflation and learner growth with the annual growth rate for all expenses other than marketing forecast to be below the growth rate of consolidated revenue. The Capella board of

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directors utilized these financial projections in connection with its review and evaluation of the proposed merger. These financial projections are summarized in the following table:

 
  2018E   2019E   2020E   2021E   2022E  
 
  (Dollar amounts in millions, except per share data)
 

Revenue

  $ 452   $ 469   $ 491   $ 515   $ 540  

EBITDA(1)

    98     103     109     113     118  

Income from operations

    72     76     81     85     89  

Net Income

    45     48     51     53     56  

Diluted Earnings per Share

  $ 3.76   $ 3.98   $ 4.26   $ 4.45   $ 4.65  

Capital Expenditures

    23     23     25     26     27  

Free Cash Flow(2)

    53     56     59     61     63  

(1)
Defined as earnings before interest, taxes, share-based compensation, depreciation and amortization. EBITDA is a non-GAAP financial measure and should not be considered an alternative to net income as a measure of operating performance or cash provided by operating activities as a cash flow measurement.

(2)
Defined as cash provided by operating activities less capital expenditures. Free cash flow is a non-GAAP financial measure.

        The Capella shareholders and the Strayer stockholders are urged to review Capella's most recent SEC filings for a description of Capella's results of operations and financial condition and capital resources during 2017, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Capella's Annual Report on Form 10-K for the year ended December 31, 2016 and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 177.

Opinion of Strayer's Financial Advisor

        Strayer retained Perella Weinberg to act as its financial advisor in connection with a potential transaction with Capella. Strayer selected Perella Weinberg based on Perella Weinberg's qualifications, expertise and reputation and its knowledge of the business and affairs of Strayer and the industries in which Strayer conducts its business. Perella Weinberg, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions as well as for corporate and other purposes.

        On October 27, 2017, Perella Weinberg rendered to the Strayer board of directors its oral opinion, subsequently confirmed in writing that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the merger exchange ratio provided for in the merger agreement was fair from a financial point of view to Strayer.

        The full text of Perella Weinberg's written opinion, dated October 27, 2017, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached hereto as Annex D and is incorporated by reference herein. Holders of Strayer common stock are urged to read Perella Weinberg's opinion carefully and in its entirety. Perella Weinberg's opinion was addressed to the Strayer board of directors for information and assistance in connection with, and for the purposes of its evaluation of, the merger. Perella Weinberg's opinion was not intended to be and does not constitute a recommendation to any holder of Strayer common stock or Capella common stock as to how such holders should vote or otherwise act with respect to the merger or any other matter and does not in any manner address the prices at which shares of Strayer common stock or Capella common

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stock will trade at any time. Perella Weinberg's opinion does not address Strayer's underlying business decision to enter into the merger agreement or the relative merits of the merger as compared with any other strategic alternative which may be available to the Strayer. Perella Weinberg was not authorized to solicit, and did not solicit, indications of interest in a transaction with Strayer from any party. In addition, Perella Weinberg expressed no opinion as to the fairness of the merger to, or any consideration received in connection with the merger by, the holders of any class of securities, creditors or other constituencies of Strayer. This summary of the opinion of Perella Weinberg is qualified in its entirety by reference to the full text of the opinion.

        In arriving at its opinion, Perella Weinberg, among other things:

        In arriving at its opinion, Perella Weinberg assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information supplied or otherwise made available to Perella Weinberg (including information that was available from generally recognized

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public sources) for purposes of its opinion and further relied upon the assurances of the management of Strayer that, to their knowledge, the information furnished, or approved for Perella Weinberg's use, by them for purposes of Perella Weinberg's analysis did not contain any material omissions or misstatements of material fact. Perella Weinberg assumed with the consent of the Strayer board of directors that there were no material undisclosed liabilities of Strayer or Capella for which adequate reserves or other provisions were not made. With respect to the Strayer forecasts, Perella Weinberg was advised by the management of Strayer and assumed, with the consent of the Strayer board of directors, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Strayer as to the future stand-alone financial performance of Strayer and the future financial performance of Strayer and Capella taken together (except to the extent of inputs therein based solely on the Capella forecasts, as further addressed in the next two sentences), as the case may be, and the other matters covered thereby and Perella Weinberg expressed no view as to the assumptions on which they were based. With respect to the Capella forecasts, Perella Weinberg assumed, with the consent of the Strayer board of directors, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Capella as to the future stand-alone financial performance of Capella and the other matters covered thereby and Perella Weinberg expressed no view as to the assumptions on which they were based. Perella Weinberg relied upon the assessment by management of Strayer that the Capella forecasts were reasonably prepared. Perella Weinberg assumed, with the consent of the Strayer board of directors, that the anticipated synergies and potential strategic implications and operational benefits (including the amount, timing and achievability thereof) anticipated by management of Strayer to result from the merger will be realized in the amounts and at the times projected by management of Strayer, and Perella Weinberg expressed no view as to the assumptions on which they were based. Perella Weinberg relied without independent verification upon the assessment by the management of Strayer of the timing and risks associated with the integration of Strayer and Capella. In arriving at its opinion, Perella Weinberg did not make any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Strayer or Capella, nor was Perella Weinberg furnished with any such valuations or appraisals, nor did Perella Weinberg assume any obligation to conduct, nor did Perella Weinberg conduct, any physical inspection of the properties or facilities of Strayer or Capella. In addition, Perella Weinberg did not evaluate the solvency of any party to the merger agreement, including under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Perella Weinberg assumed that the final merger agreement would not differ in any material respect from the form of merger agreement reviewed by Perella Weinberg and that the merger will be consummated in accordance with the terms set forth in the merger agreement, without material modification, waiver or delay. In addition, Perella Weinberg assumed that in connection with the receipt of all the necessary approvals of the merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Strayer, Capella or the contemplated benefits expected to be derived in the merger. Perella Weinberg relied as to all legal matters relevant to rendering its opinion upon the advice of counsel.

        Perella Weinberg's opinion addressed only the fairness from a financial point of view, as of the date thereof, of the merger exchange ratio provided for in the merger agreement to Strayer. Perella Weinberg was not asked to, and did not, offer any opinion as to any other term of the merger agreement or any other document contemplated by or entered into in connection with the merger agreement or the form or structure of the merger or the likely timeframe in which the merger will be consummated. In addition, Perella Weinberg expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the merger agreement, or any class of such persons, whether relative to the merger exchange ratio or otherwise. Perella Weinberg did not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the merger agreement or any other related document, nor did Perella Weinberg's opinion address any legal, tax, regulatory or accounting matters, as to which

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Perella Weinberg understands Strayer has received such advice as it deemed necessary from qualified professionals.

        Perella Weinberg's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Perella Weinberg as of, the date of its opinion. It should be understood that subsequent developments may affect Perella Weinberg's opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or reaffirm its opinion. The issuance of Perella Weinberg's opinion was approved by a fairness opinion committee of Perella Weinberg.

Summary of Financial Analyses

        The following is a summary of the material financial analyses performed by Perella Weinberg, as well as certain other analyses performed by Perella Weinberg, and reviewed by the Strayer board of directors in connection with Perella Weinberg's opinion relating to the merger and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg.

        Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand Perella Weinberg's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Perella Weinberg's financial analyses.

Selected Publicly-Traded Companies Analysis

        Perella Weinberg performed a selected publicly-traded companies analysis, which is a method of deriving an implied value range for a company's equity securities based on a review of selected publicly-traded companies generally deemed relevant for comparative purposes. Perella Weinberg reviewed and compared certain financial information for Strayer and Capella to corresponding financial information, financial market multiples and ratios of the following selected publicly-traded companies:

        Although none of the above companies is identical to Strayer or Capella, Perella Weinberg selected these companies because they had publicly traded equity securities and were deemed to be similar to Strayer and Capella in one or more respects, including operating in the post-secondary for-profit education sector.

        For each of the selected public-traded companies, Perella Weinberg calculated and compared financial information and financial market multiples and ratios based on company filings for historical information and consensus third party research estimates for forecasted information. For Strayer and Capella, Perella Weinberg made calculations based on company filings for historical information and both consensus third party research estimates and the Strayer forecasts and the Capella forecasts for forecasted information.

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        For each of Strayer, Capella and the selected publicly-traded companies, Perella Weinberg reviewed (i) the ratio of enterprise value (which represents equity value based on such company's closing share price as of October 26, 2017 plus book values of total debt and debt-like items, including preferred stock and minority interest, and less excess cash ("EV")) to estimated calendar year 2018 earnings before interest, taxes, depreciation and amortization, with stock based compensation expensed ("EBITDA") based on consensus third party research estimates and (ii) the ratio of stock market capitalization (based on such company's closing share price as of October 26, 2017) to estimated calendar year 2018 net income based on consensus third party research estimates. Perella Weinberg assumed that each of Strayer, Capella and the publicly traded companies reviewed had "excess cash" only to the extent its respective cash balance exceeded $150,000,000. The results of these analyses are summarized in the following table:

 
  EV / 2018E
EBITDA
  Stock Market
Capitalization /
2018E Net Income
 

Grand Canyon Education Inc. 

    12.3x     21.6x  

Bridgepoint Education, Inc. 

    9.1x     21.6x  

Laureate Education, Inc. 

    7.2x     14.1x  

American Public Education, Inc. 

    7.0x     20.3x  

Career Education Corporation

    7.0x     17.3x  

Adtalem Global Education Inc. 

    7.0x     14.6x  

Median of Selected Publicly-Traded Companies

    7.1x     18.8x  

Mean of Selected Publicly-Traded Companies

    8.3x     18.3x  

Strayer

    11.8x     24.4x  

Capella

    7.9x     17.6x  

        Perella Weinberg also took into consideration the historical forward trading multiples over the last year for each of Strayer and Capella as well as median of the selected publicly-traded companies.

        Based on the analysis of the relevant metrics described above and on professional judgments made by Perella Weinberg, Perella Weinberg selected and applied a range of multiples of 8.0x to 11.5x to 2018E EBITDA of Strayer using consensus third party research estimates and the Strayer forecasts and to 2018E EBITDA of Capella using consensus third party research estimates and the Capella forecasts. Further, based on the analysis of the relevant metrics described above and on professional judgments made by Perella Weinberg, Perella Weinberg applied a range of 17.5x to 21.5x to 2018E net income of Strayer using consensus third party research estimates and the Strayer forecasts and to 2018E net income of Capella using consensus third party research estimates and the Capella forecasts. From these analyses, Perella Weinberg derived ranges of implied equity values for each of Strayer and Capella. Perella Weinberg calculated implied values per share by dividing the implied equity values by the applicable fully diluted shares (based upon the number of issued and outstanding shares and other equity interests in each case provided by the managements of Capella and Strayer, as applicable, and

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using the treasury method for calculation of option dilution). The ranges of implied values per share derived from these calculations are summarized in the following table:

 
  Metric   Implied Value
Range
Per Share

Strayer

       

Consensus third party research estimates

  2018E EBITDA   $62.41 - $89.45

  2018E Net Income   $65.18 - $79.97

Strayer forecasts

  2018E EBITDA   $66.84 - $95.81

  2018E Net Income   $69.90 - $85.78

Capella

       

Consensus third party research estimates

  2018E EBITDA   $67.45 - $94.63

  2018E Net Income   $65.02 - $79.50

Capella forecasts

  2018E EBITDA   $64.88 - $90.98

  2018E Net Income   $65.79 - $80.43

        Perella Weinberg compared these implied value ranges per share for Strayer common stock to both the October 26, 2017 trading price per share for Strayer common stock of $90.85 and to the value per share for Strayer common stock implied in the merger of $83.03 (the "Strayer implied merger price"). Perella Weinberg also compared these implied value ranges per share for Capella common stock to both the October 26, 2017 trading price per share for Capella common stock of $65.50 and to the value per share for Capella common stock implied in the merger of $72.65 (the "Capella implied merger price"). The Strayer implied merger price was calculated by Perella Weinberg by calculating a combined company stock market capitalization equal to the sum of the stock market capitalizations of Strayer and Capella as of October 26, 2017 and dividing this combined company stock market capitalization by the estimated number of fully diluted pro forma shares outstanding of the combined company as of October 26, 2017 including all vested and unvested stock based compensation (based upon the number of issued and outstanding shares and other equity interests in each case provided by the managements of Capella and Strayer, as applicable, and using the treasury method for calculation of option dilution). The Capella implied merger price was calculated by Perella Weinberg by applying the 0.875x merger exchange ratio to the Strayer implied merger price.

        Perella Weinberg then calculated the exchange ratio ranges implied by the selected publicly-traded companies analysis. For each of the foregoing analyses, Perella Weinberg then calculated (i) the ratio of the highest implied value per share for Capella derived from the selected publicly-traded companies analysis to the lowest implied value per share for Strayer derived from the selected publicly-traded companies analysis and (ii) the ratio of the lowest implied value per share for Capella derived from the selected publicly-traded companies analysis to the highest implied value per share for Strayer derived from the selected publicly-traded companies analysis to calculate the following implied exchange ratio ranges:

 
  Metric   Implied Exchange
Ratio Range
 

Consensus third party research estimates

  2018E EBITDA     0.754x - 1.516x  

  2018E Net Income     0.813x - 1.220x  

Strayer forecasts / Capella forecasts

  2018E EBITDA     0.677x - 1.361x  

  2018E Net Income     0.767x - 1.151x  

        Perella Weinberg compared these implied exchange ratio ranges to the merger exchange ratio.

        Although the selected publicly-traded companies were used for comparison purposes, no business of any selected company was either identical or directly comparable to Strayer's or Capella's business. Perella Weinberg's comparison of selected publicly-traded companies to Strayer and Capella and

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analysis of the results of such comparisons were not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected publicly-traded companies, Strayer and Capella.

Discounted Cash Flow Analysis

        Perella Weinberg performed a discounted flow analysis, which is a method of deriving an implied value range for a company's equity securities based on the sum of the company's unlevered free cash flows over a forecast period and the terminal value at the end of the forecast period. In performing this analysis, Perella Weinberg used the Strayer forecasts and the Capella forecasts and:

        From the ranges of implied enterprise values generated by the foregoing analysis, Perella Weinberg derived ranges of implied equity values for each of Stayer and Capella by subtracting debt and debt-like items and adding excess cash. Perella Weinberg assumed that each of Strayer and Capella had "excess cash" only to the extent its respective cash balance exceeded $150,000,000. Perella Weinberg calculated implied values per share by dividing the implied equity values by the applicable fully diluted shares (based upon the number of issued and outstanding shares and other equity interests in each case provided by the managements of Capella and Strayer, as applicable, and using the treasury method for calculation of option dilution). The discounted cash flow analysis did not consider estimated synergies resulting from the proposed combination. The ranges of implied values per share derived from these calculations are summarized in the following table:

 
  Implied Value
Range Per Share

Strayer

  $64.01 - $83.25

Capella

  $66.82 - $87.77

        Perella Weinberg compared these implied value ranges per share for Strayer common stock and Capella common stock to the Strayer implied merger price and the Capella implied merger price, respectively.

        Perella Weinberg then calculated the exchange ratio range implied by the discounted cash flow analysis, by calculating, for the foregoing analysis, (i) the ratio of the highest implied value per share for Capella derived from the discounted cash flow analysis to the lowest implied value per share for Strayer derived from the discounted cash flow analysis and (ii) the ratio of the lowest implied value per share for Capella derived from the discounted cash flow analysis to the highest implied value per share for Strayer derived from the discounted cash flow analysis to derive an implied exchange ratio range of

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0.803x to 1.371x. Perella Weinberg compared this implied exchange ratio range to the merger exchange ratio.

Exchange Ratio Over Time

        Perella Weinberg observed the ratio of the price of Capella common stock to the price of Strayer common stock for October 26, 2017 as well as each of the thirty (30) day, ninety (90) day, one year and five year periods ended October 26, 2017 and since the latest U.S. presidential election through October 26, 2017. For each applicable period, Perella Weinberg divided the daily VWAP per share of Capella common stock during the applicable period by the daily VWAP per share of Strayer common stock during the applicable period to calculate the stock price ratio for that period. Perella Weinberg also calculated the percentage of the combined company that would be owned by Strayer stockholders if each observed stock price ratio were the exchange ratio applicable to the merger, assuming fully diluted shares outstanding of each company as of October 26, 2017 including all vested and unvested stock based compensation (based upon the number of issued and outstanding shares and other equity interests in each case provided by the managements of Capella and Strayer, as applicable, and using the treasury method for calculation of option dilution). The results of these calculations are summarized in the following table:

Calendar Day VWAPS to 10/26/2017
  Stock Price
Ratio
  Implied Strayer
Ownership
 

Current

    0.722x     57 %

30-Day

    0.779x     55 %

90-Day

    0.818x     54 %

Since U.S. Election

    1.000x     49 %

1-Year

    1.014x     48 %

5-Year

    1.007x     49 %

        Perella Weinberg compared these stock price ratios to the merger exchange ratio. Perella Weinberg also compared the percentage of Strayer stockholder ownership of the combined company generated from the foregoing illustrative calculations to the implied Strayer stockholder ownership of the combined company of approximately 52%, based on an implied number of shares of Strayer common stock issued to Capella shareholders based on the merger exchange ratio and fully diluted shares outstanding (based upon the number of issued and outstanding shares and other equity interests in each case provided by the managements of Capella and Strayer, as applicable, and using the treasury method for calculation of option dilution).

Historical Stock Trading

        Perella Weinberg reviewed the historical closing market prices for each of Strayer common stock and Capella common stock for the 52-week period ended October 26, 2017 and the historical closing market prices for each of Strayer common stock and Capella common stock from the date of the last

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U.S. presidential election through October 26, 2017. The high and low closing prices for each of Strayer common stock and Capella common stock for these periods are set forth on the table below:

Strayer Common Stock

       

Historical Trading Period

  Low Closing Price   High Closing Price

52 weeks

  $56.40   $94.52

Since U.S. election

  $65.75   $94.52

Capella Common Stock

       

Historical Trading Period

  Low Closing Price   High Closing Price

52 weeks

  $65.50   $98.05

Since U.S. election

  $65.50   $98.05

        Perella Weinberg compared these value ranges per share for Strayer common stock and Capella common stock to the Strayer implied merger price and the Capella implied merger price, respectively.

        Perella Weinberg then calculated the exchange ratio ranges implied by the historical stock trading review. Perella Weinberg calculated the ratios of (i) the highest closing market price of Capella common stock during each period to the lowest closing market price of Strayer common stock during each period and (ii) the ratio of the lowest closing market price of Capella common stock during each period to the highest closing market price of Strayer common stock during each period to derive the following implied exchange ratio ranges:

Historical Trading Period
  Implied Exchange
Ratio Range
 

52 weeks

    0.693x - 1.738x  

Since U.S. election

    0.693x - 1.491x  

        Perella Weinberg compared these implied exchange ratio ranges to the merger exchange ratio.

Equity Research Analyst Price Target Statistics

        Perella Weinberg observed the most recent publicly available research analyst price targets for Strayer common stock prepared and published by three selected equity research analysts prior to October 26, 2017. Perella Weinberg noted that the range of these recent equity analyst price targets for Strayer common stock was $80.31 to $89.07 per share, in each case as discounted to October 26, 2017 using an 11.25% cost of equity.

        Perella Weinberg also observed the most recent publicly available research analyst price targets for Capella common stock prepared and published by four selected equity research analysts prior to October 26, 2017. Perella Weinberg noted that the range of these recent equity analyst price targets for Capella common stock was $71.05 to $82.25 per share, in each case as discounted to October 26, 2017 using an 9.88% cost of equity.

        Perella Weinberg compared these value ranges per share for Strayer common stock and Capella common stock to the Strayer implied merger price and the Capella implied merger price, respectively.

        Perella Weinberg then calculated the exchange ratio range implied by the equity research analyst price target statistics review. Perella Weinberg calculated the ratios of (i) the highest most recently publicly available research analyst price target for Capella common stock (discounted as detailed above) to the lowest most recently publicly available research analyst price target for Strayer common stock (discounted as detailed above) and (ii) the lowest most recently publicly available research analyst price target for Capella common stock (discounted as detailed above) to the highest most recently publicly available research analyst price target for Strayer common stock (discounted as detailed above) to derive an implied exchange ratio range of 0.798x to 1.024x. Perella Weinberg compared this implied exchange ratio range to the merger exchange ratio.

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        The public market trading prices published by equity research analysts do not necessarily reflect current market trading prices for Strayer common stock or Capella common stock. Further, these estimates are subject to uncertainties, including the future financial performance of Strayer and Capella and future market conditions, and the public market trading price targets published by equity research analysts typically represent price targets to be achieved over a six (6) to twelve (12) month period.

Relative Contribution Analysis

        Perella Weinberg reviewed the relative contribution of Strayer and Capella to the forecasted fiscal year 2018 EBITDA and net income (excluding transaction adjustments and synergies). Perella Weinberg also reviewed the relative contribution of Strayer and Capella to the combined stock market capitalization as of October 26, 2017. The estimated 2018 EBITDA and net income of Strayer and Capella were based on the Strayer forecasts and the Capella forecasts, respectively. The relative contribution analysis did not give effect to the impact of any estimated synergies resulting from the proposed combination. The results of these analyses are summarized in the following table:

 
  Strayer
Contribution
  Capella
Contribution
 

2018E EBITDA

    51 %   49 %

2018E Net Income

    50 %   50 %

Stock Market Capitalization

    57 %   43 %

        Perella Weinberg compared these relative contributions to the implied Strayer stockholder and Capella shareholder ownership of the combined company of approximately 52% and 48%, respectively, based on an implied number of shares of Strayer common stock issued to Capella shareholders based on the merger exchange ratio and fully diluted shares outstanding (based upon the number of issued and outstanding shares and other equity interests in each case provided by the managements of Capella and Strayer, as applicable, and using the treasury method for calculation of option dilution).

Selected Transactions

        For informational purposes only, Perella Weinberg reviewed and analyzed the financial terms of selected transactions involving companies in the post-secondary for-profit education sector that Perella Weinberg deemed relevant. However, as discussed with the Strayer board of directors, in arriving at its opinion, Perella Weinberg did not rely on a selected transactions analysis. As the proposed combination is not a change-of-control transaction, the precedent change-of-control transactions identified were not directly relevant and were not relied upon by Perella Weinberg to arrive at its opinion. Perella Weinberg also did not believe that there were any recent precedent transactions in the post-secondary for-profit education sector that were comparable to the merger due to the dramatic changes in this industry, the regulatory environment in which this industry operates and the performance of the companies operating therein since the dates of prior transactions in this industry.

Miscellaneous

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole, could create an incomplete view of the processes underlying Perella Weinberg's opinion. In arriving at its fairness determination, Perella Weinberg considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Perella Weinberg made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described herein as a comparison is directly comparable to Strayer, Capella or the merger.

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        Perella Weinberg prepared the analyses described herein for purposes of providing its opinion to the Strayer board of directors as to the fairness, from a financial point of view, as of the date of such opinion, of the merger exchange ratio provided in the merger agreement to Strayer. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Perella Weinberg's analyses were based in part upon the Strayer forecasts and the Capella forecasts and third party research analyst estimates, which are not necessarily indicative of actual future results, and which may be significantly more or less favorable than suggested by Perella Weinberg's analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the merger agreement or their respective advisors, none of Strayer, Capella, Perella Weinberg or any other person assumes responsibility if future results are materially different from those forecasted by the Strayer or Capella management or third parties.

        As described above, the opinion of Perella Weinberg to the Strayer board of directors was one of many factors taken into consideration by the Strayer board of directors in making its determination to approve the merger. Perella Weinberg was not asked to, and did not, recommend the merger exchange ratio provided for in the merger agreement, which consideration was determined through arms-length negotiations between Strayer and Capella. Perella Weinberg did not recommend any specific exchange ratio to the holders of Strayer common stock or the Strayer board of directors or that any specific exchange ratio constituted the only appropriate exchange ratio or consideration for the merger.

        Pursuant to the terms of the engagement letter between Perella Weinberg and Strayer dated October 6, 2017, Strayer paid Perella Weinberg a retainer fee in the amount of $500,000 and further agreed to pay Perella Weinberg $2,500,000 upon the delivery of Perella Weinberg's opinion and an additional transaction fee of $8,000,000 upon the consummation of the merger. Strayer has agreed to pay Perella Weinberg a fee equal to 20% of any break-up, termination, topping or similar fee received by Strayer upon receipt thereof, provided that such fee may not exceed the expected total transaction fee that would have been received if the merger had been consummated. In addition, Strayer agreed to reimburse Perella Weinberg for its reasonable out-of-pocket expenses, and to indemnify Perella Weinberg and related persons for certain liabilities and other items that may arise out of its engagement by Strayer and the rendering of its opinion. None of these payments affected Perella Weinberg's analysis or opinion.

        During the two year period prior to the date hereof, neither Perella Weinberg nor its affiliates have had material relationships, other than the services provided in connection with the merger and the rendering of its opinion, with Strayer, Capella or their respective affiliates for which compensation was received or is intended to be received by Perella Weinberg or its affiliates. Perella Weinberg and its affiliates may in the future provide investment banking and other financial services to Strayer, Capella and their respective affiliates and in the future may receive compensation for the rendering of such services. In the ordinary course of their business activities, Perella Weinberg or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of customers or clients, in debt or equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of Strayer, Capella or any of their respective affiliates.

Strayer Management's Unaudited Prospective Financial Information

        Although Strayer periodically may issue limited financial guidance to investors, Strayer does not as a matter of course make public long-term projections as to future revenue, earnings or other results, due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, Strayer's management prepared and reviewed with Strayer's board of directors unaudited 5-year standalone prospective financial information regarding Strayer's operations for fiscal years 2018 through 2022 (the "Strayer standalone projections"), which were provided to Strayer's financial advisor, Perella Weinberg, in connection with Perella Weinberg's financial analyses.

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        The Strayer standalone projections were also provided to Capella for its use in connection with its evaluation of the merger and for the use of Capella's financial advisor in connection with its financial analyses. For more information, see the section entitled "—Background of the Merger."

        The below summary of the Strayer standalone projections are included for the purpose of providing stockholders access to certain nonpublic information that was furnished to certain parties in connection with the merger, and such information may not be appropriate for other purposes, and is not included to influence the voting decision of any Strayer stockholder or Capella shareholder.

        The below unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP. The information was prepared utilizing Strayer's historical accounting policies and does not give effect to the adoption of any new accounting pronouncements in the future, the impact of which are still being assessed. As such, the unaudited prospective financial information also was not prepared with a view toward or pending new accounting pronouncements, the published guidelines of the SEC regarding projections and forward-looking statements, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections. The inclusion of this unaudited prospective financial information should not be regarded as an indication that such information is predictive of actual future events or results and such information should not be relied upon as such, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information. Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. The prospective financial information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, Strayer's management. PricewaterhouseCoopers LLP has neither audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this joint proxy statement/prospectus relates to the Strayer's historical financial information. It does not extend to the unaudited prospective financial information and should not be read to do so.

        While presented with numeric specificity, this unaudited prospective financial information was based on numerous variables and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Strayer's business) that are inherently subjective and uncertain and are beyond the control of Strayer's management. Important factors that may affect actual results and cause this unaudited prospective financial information not to be achieved include, but are not limited to, risks and uncertainties relating to Strayer's business (including Strayer's ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors." This unaudited prospective financial information also reflects numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change and the Strayer standalone projections are based solely on the information available to Strayer's management at the time they were prepared. As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, there can be no assurance that the projected results summarized below will be realized. Strayer stockholders and Capella shareholders are urged to review the most recent SEC filings of Strayer for a description of the reported results of operations and financial condition and capital resources of Strayer, including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Strayer's Annual Report on Form 10-K for the year ended December 31, 2016, and any subsequent quarterly reports on Form 10-Q, which are incorporated by reference into this joint proxy statement/prospectus.

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        None of Strayer, Capella or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from this unaudited prospective financial information. Strayer undertakes no obligation to update or otherwise revise or reconcile this unaudited prospective financial information to reflect circumstances existing after the date this unaudited prospective financial information was generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such information are shown to be in error. Since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year.

        Strayer may calculate certain non-GAAP financial metrics, including EBITDA and Distributable Free Cash Flow, using different methodologies from Capella and from other companies. Consequently, the financial metrics presented in Strayer's and Capella's prospective financial information disclosures and in the sections of this joint proxy statement/prospectus with respect to the opinions of the financial advisors to Strayer and Capella may not be directly comparable to one another. Strayer is not providing a quantitative reconciliation of the forward looking non-GAAP financial metrics set forth below.

        Strayer has not made and makes no representation to Capella or any Strayer stockholder or Capella shareholder, in the merger agreement or otherwise, concerning this unaudited prospective financial information or regarding Strayer's ultimate performance compared to the unaudited prospective financial information or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the unaudited prospective financial information, Strayer urges all Strayer stockholders and Capella shareholders not to place undue reliance on such information and to review Strayer's and Capella's most recent SEC filings for a description of Strayer's and Capella's reported financial results.

Strayer Standalone Projections

        The following is a summary of the Strayer standalone projections. The Strayer standalone projections were based on numerous variables and assumptions, including the following key assumptions:

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        The following table presents (in millions, except per share amounts) a summary of the Strayer standalone projections, as prepared by Strayer's management, with all figures (except per share amounts) rounded to the nearest million. The projections included in the below table treat Strayer on a standalone basis, without giving effect to the merger and were prepared as if the merger had not been contemplated.

 
  2018E   2019E   2020E   2021E   2022E  
 
  (Dollar amounts in millions, except per share
data)

 

Revenue

  $ 476   $ 502   $ 529   $ 557   $ 583  

EBITDA(1)

    108     113     122     130     139  

Income from operations

    75     82     89     97     106  

Net Income

    46     50     54     59     64  

Diluted Earnings Per Share

  $ 4.00   $ 4.35   $ 4.75   $ 5.18   $ 5.63  

Capital Expenditures

    17     18     19     19     20  

Distributable Free Cash Flow(2)

    61     68     65     69     74  

(1)
Defined as earnings before interest, taxes, share-based compensation, depreciation and amortization. EBITDA is a non-GAAP financial measure and should not be considered an alternative to net income as a measure of operating performance.

(2)
Defined as cash provided by operating activities less capital expenditures. Distributable free cash flow is a non-GAAP financial measure and should not be considered an alternative to cash provided by operating activities as a cash flow measurement.

Board and Management of the Combined Company

Board of Directors of the Combined Company after the Merger

        At the effective time, the board of directors of the combined company will consist of (a) nine directors designated by Strayer, (b) J. Kevin Gilligan, Chief Executive Officer of Capella, and (c) two additional designees who are currently members of the Capella board of directors and are recommended by Mr. Gilligan. In addition, one of the two additional Capella designees will be appointed to serve on the Compensation Committee of the combined company.

        Robert Silberman will continue as Executive Chairman of the board of directors of the combined company and at the effective time, Mr. Gilligan will be appointed as Vice Chairman. For a further description of governance of the combined company following the consummation of the merger, see "Description of Combined Company Shares" and "Comparison of Stockholder Rights."

        The remaining members of the current Strayer board of directors and Capella board of directors to be designated by Strayer and Capella, respectively, as members of the combined company board of directors have not been selected as of the date of this joint proxy statement/prospectus. Biographical information for Mr. Silberman and the other members of the current Strayer board of directors is included in Strayer's Definitive Proxy Statement for its 2017 Annual Meeting of Stockholders, filed with the SEC on March 16, 2017, portions of which are incorporated by reference in this joint proxy statement/prospectus. Biographical information for Mr. Gilligan and the other members of the current Capella board of directors is included in Capella's Definitive Proxy Statement for its 2017 Annual Meeting of Shareholders, filed with the SEC on March 23, 2017, portions of which are incorporated by reference in this joint proxy statement/prospectus.

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Officers of the Combined Company after the Merger

        As of the effective time, Robert Silberman will continue as Executive Chairman of the board of directors of the combined company and Mr. Gilligan will be appointed as Vice Chairman at the effective time. Karl McDonnell, Strayer's current President and Chief Executive Officer, and Daniel W. Jackson, Strayer's current Executive Vice President and Chief Financial Officer, will continue in their respective positions at the combined company following the effective time. Steven L. Polacek, Capella's current Senior Vice President and Chief Financial Officer will be appointed as the Chief Integration/Transition Officer of the combined company.

        Biographical information for those executive officers named above and not included in the companies' respective annual meeting proxy statements as described under "—Board of Directors of the Combined Company after the Merger" is incorporated by reference from Strayer's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 17, 2017 (with respect Messrs. McDonnel and Jackson), and Capella's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 22, 2017 (with respect to Mr. Polacek).

Interests of Capella's Directors and Executive Officers in the Merger

        In considering the recommendation of Capella's board of directors with respect to adopting the Capella Proposals, Capella stockholders should be aware that certain members of the Capella board of directors and executive officers may have interests in the merger that are different from, or are in addition to, interests of Capella stockholders generally. These interests may create an appearance of a conflict of interest. The Capella board of directors was aware of these potential conflicts of interests during its deliberations on the merits of the merger and in making its decisions in approving the merger, the merger agreement, and the related transactions. These potential conflicts of interests are described in more detail below, and certain potential conflicts of interest are quantified in the tables in the section entitled "Capella Proposals—Capella Proposal 3: The Capella Advisory Compensation Proposal" beginning on page 51.

Treatment of Capella Equity Awards in the Merger

        Under the merger agreement, at the effective time, Strayer will assume all the obligations of Capella under the Capella 2005 Stock Incentive Plan and 2014 Equity Incentive Plan, and each Capella stock option and Capella RSU will be assumed by Strayer and converted into a comparable Strayer form of equity award based upon the merger exchange ratio but otherwise subject to the same terms and conditions as set forth under the award prior to the conversion, except that each Capella stock option held by a Capella non-employee director who will not be a member of the Strayer board of directors immediately following the effective time will be cancelled and converted into the right to receive the merger consideration the non-employee director would have been entitled to receive if the Capella stock option had been exercised for shares of Capella common stock immediately prior to the effective time of the merger (net of the applicable exercise price). In addition, unvested Capella RSUs held by Capella non-employee directors will vest in full immediately prior to the effective time of the merger.

        The following table sets forth, for each of Capella's directors and executive officers (including two former directors who are required by SEC rules to be included), the number of shares of Capella common stock subject to vested and unvested Capella stock options and Capella RSUs (including Mr. Gilligan's market stock unit award) held by the director or executive officer as of December 6, 2017, the latest practicable date to determine such amounts before the filing of this joint proxy

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statement/prospectus. Depending on when the closing date occurs, certain equity-based awards shown in the table may vest prior to the closing date.

Name
  Vested
Stock
Options (#)
  Unvested
Stock
Options (#)
  Vested
Restricted
Stock
Units (#)
  Unvested
Restricted
Stock
Units (#)
 

J. Kevin Gilligan

    57,845     116,086         139,878  

Steven L. Polacek

    7,452     50,457         15,686  

Renee L. Jackson

    3,719     12,963         4,173  

Peter M. Ramstad

    4,013     20,302         7,375  

Andrew E. Watt

        12,307         6,907  

Richard P. Senese, PhD

    1,102     4,511         1,368  

Rita D. Brogley

            1,844     1,054  

H. James Dallas

                1,054  

Matthew W. Ferguson

                 

Michael A. Linton

                1,054  

Michael L. Lomax

            5,465     1,054  

Jody G. Miller

            1,894     1,054  

Stephen G. Shank

                 

David W. Smith

            1,727     1,054  

Jeffrey W. Taylor

            5,465     1,054  

Darrell R. Tukua

                1,054  

        As mentioned above, except with respect to unvested Capella RSUs held by Capella non-employee directors (which will vest in full in connection with the merger), Capella equity awards will be converted into Strayer equity awards. The aggregate value of Capella equity awards, assuming a price per share of Capella common stock equal to $82.37 (which is equal to the average closing price of a share of Capella common stock on the NASDAQ over the first five business days following October 30, 2017, the date of the first public announcement of entering into the merger agreement), held by Capella's executive officers and directors is $19,386,402 and $2,045,000, respectively.

Senior Executive Severance Plan

        Capella's Senior Executive Severance Plan provides severance pay and other benefits to certain eligible employees, including each of Capella's executive officers.

        Under the Senior Executive Severance Plan, in the event there is a change in control (which would include the merger), and the executive experiences a voluntary termination of employment for good reason or an involuntary termination other than for cause, in either case within 24 months following the change in control, the executive will be eligible to receive the following (subject to the executive's timely execution and non-revocation of a release of claims):

        Cash severance benefits that may be due under the Senior Executive Severance Plan are calculated based on the greater of the executive's base salary and targeted annual bonus, as applicable, in effect immediately prior to the closing of the change in control or the date of the executive's termination of employment.

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        For purposes of the Senior Executive Severance Plan, "good reason" means (i) the material reduction of the executive's job responsibilities upon or after a change in control; (ii) the material diminution of the executive's base compensation; or (iii) a reassignment of the executive's principal place of work, without the executive's consent, to a location more than 50 miles from the executive's principal place of work upon or after a change in control.

        For purposes of the Senior Executive Severance Plan, "cause" means the executive's (i) commission of a crime or other act that could materially damage the reputation of Capella; (ii) theft, misappropriation or embezzlement of Capella property; (iii) falsification of records maintained by Capella; (iv) failure substantially to comply with the written policies and procedures of Capella as they may be published or revised from time to time (in writing, on the Faculty Center website, or on the Stella intranet); (v) misconduct directed toward learners, employees or adjunct faculty; or (vi) failure substantially to perform the material duties of the executive's employment, which failure is not cured within 30 days after written notice from Capella specifying the act of non-performance.

        For an estimate of the value of the payments and benefits described above that would become payable under the Senior Executive Severance Plan to Messrs. Gilligan, Polacek, Ramstad and Watt and Ms. Jackson, see "Capella Proposals—Capella Proposal 3: The Capella Advisory Compensation Proposal—Compensation Tables Required by Item 402(t)" above. The aggregate value of the payments and benefits that would become payable to Dr. Senese, Capella's other executive officer, assuming that the effective time is December 6, 2017 and Dr. Senese experienced a termination without "cause" or resignation with "good reason" on such date, is $883,011. This estimate is based on compensation and benefit levels that are in effect on December 6, 2017. Therefore, if compensation and benefit levels are changed after such date, the actual value of Dr. Senese's severance payments and benefits may be different from those provided for above.

J. Kevin Gilligan Employment Agreement

        Under the terms of Capella's employment agreement with Mr. Gilligan, in the event of Mr. Gilligan's involuntary termination of employment without cause, as defined in the Senior Executive Severance Plan, the severance payable to Mr. Gilligan will be not less than an amount equal to three times Mr. Gilligan's annualized base salary in effect immediately prior to the date of termination of Mr. Gilligan's employment.

J. Kevin Gilligan Strategic Transformation Award

        Under the terms of Mr. Gilligan's market stock unit award, in the event of a change in control (which would include the merger), if Mr. Gilligan's employment is terminated without cause or he resigns for good reason, in either case within three years following the change in control, then the award will vest in full. As the merger is not expected to be consummated until the third quarter of 2018, this award is expected to vest pursuant to its terms prior to the expected closing date of the merger.

        For purposes of Mr. Gilligan's market stock award, "good reason" is defined as a material demotion or material reduction of the job responsibilities of Mr. Gilligan or the reassignment without Mr. Gilligan's consent, of Mr. Gilligan's place of work to a location more than 50 miles from Mr. Gilligan's place of work immediately prior to the change in control, provided that none of these conditions shall constitute "good reason" unless Mr. Gilligan first gives written notice to Capella within 90 days of the first occurrence of the condition, delineating the claimed breach and setting forth Mr. Gilligan's intention to terminate Mr. Gilligan's employment if such breach is not duly remedied within 30 business days, and Capella fails to cure the condition within such 30-day period. For purposes

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of Mr. Gilligan's market stock award, "cause" has the same meaning as set forth in Capella's 2005 Stock Incentive Plan.

Annual Management Incentive/Long-Term Performance Cash Programs

        Under the terms of Capella's annual management incentive program, in the event an executive's employment terminates due to an involuntary termination without "cause" (as defined in the Senior Executive Severance Plan) during the performance period, the executive will be eligible to receive a prorated portion of the final calculated payment under the program in a single lump sum cash payment when payments are made to other participants following the end of the performance period.

        Under the terms of Capella's long-term performance cash programs, in the event of a change in control, the executive will be eligible to receive a pro-rata lump sum cash payment, based on actual achieved performance for the truncated performance cycle, which will be calculated immediately prior to the closing date. Payments under Capella's long-term performance cash programs will be made in a single lump sum cash payment within 75 days following the closing date.

        For an estimate of the value of the payments described above that would become payable to Messrs. Gilligan, Polacek, Ramstad and Watt and Ms. Jackson under Capella's annual management incentive program and long-term performance cash programs, see "Capella Proposals—Capella Proposal 3: The Capella Advisory Compensation Proposal—Compensation Tables Required by Item 402(t)" above. The value of the payment that would become payable to Dr. Senese under Capella's annual management incentive program, assuming that the effective time is December 6, 2017 and Dr. Senese experienced a termination without "cause" on such date, is $93,582. The value of the payment that would become payable to Dr. Senese under Capella's long-term performance cash programs, assuming that the effective time is December 6, 2017 is $28,011. Both estimates assume the actual achievement of performance goals through December 6, 2017 applicable to each award.

Equity Plans

        Awards granted under the Capella 2014 Equity Incentive Plan generally will vest in full upon a termination of employment without cause within two years following a change in control. Awards granted under the Capella 2005 Stock Incentive Plan will vest in full upon a termination without "cause" or for "good reason" within three years following a change in control.

        For purposes of the 2005 Stock Incentive Plan, "cause" means (i) the executive's failure or refusal substantially to perform the executive's duties to the full extent of the executive's abilities for reasons other than death or disability, after written notice to the executive of such failure or refusal providing the executive 30 days to take corrective action; (ii) conviction of a felony crime, or commission of any act, the conviction for which would be a felony conviction; (iii) theft or misappropriation of Capella's property; or (iv) knowingly making a material false written statement to the Capella board of directors regarding the affairs of Capella. For purposes of the agreements under the 2005 Stock Incentive Plan, "good reason" means the demotion or reduction of the job responsibilities of the executive or the reassignment, without the executive's consent, of the executive's place of work to a location more than 50 miles from his or her place of work immediately prior to the change in control.

        For purposes of the 2014 Equity Incentive Plan, "good reason" means the occurrence of one or more of the following events, so long as the executive provided written notice to Capella of the event not later than 30 days after it occurred and the condition resulting from the event has not been remedied by Capella within 30 days after its receipt of such notice: (i) a material reduction of the executive's job responsibilities upon or after the change in control; (ii) a material diminution of the executive's base compensation; or (iii) a reassignment of the executive's principal place of work, without the executive's consent, to a location more than 50 miles from the executive's principal place of work upon or after the change in control. For purposes of the 2014 Equity Incentive Plan, "cause"

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means what the term is expressly defined to mean in a then-effective written agreement (including an award agreement issued pursuant to the 2014 Equity Incentive Plan) between the executive and Capella or any affiliate, or in the absence of any such then-effective agreement or definition means (i) the executive's failure or refusal substantially to perform the executive's duties to the full extent of the executive's abilities for reasons other than death or disability, after written notice to the executive of such failure or refusal providing the executive 30 days to take corrective action; (ii) conviction of a felony crime, or commission of any act, the conviction for which would be a felony conviction; (iii) theft or misappropriation of Capella's property; or (iv) knowingly making a material false written statement to the Capella board of directors regarding the affairs of Capella.

        On December 7, 2017, the compensation committee of the Capella board of directors approved accelerated vesting of certain equity awards held by Ms. Jackson and Messrs. Ramstad and Watt to facilitate tax planning strategies for Capella and these individuals. As part of the same tax planning strategies, the compensation committee of the Capella board of directors also approved a payout of Ms. Jackson's annual cash incentive award for fiscal 2017 and her long-term performance cash awards for 2015-2017 and 2016-2018, by paying out 90% of the currently anticipated payout of her annual cash incentive award and her 2015-2017 long-term performance cash award and 80% of her 2016-2018 and 2017-2019 long-term performance cash awards, with the anticipated performance of the long-term performance cash awards projected as of June 30, 2018.

J. Kevin Gilligan and Steven L. Polacek Transition Agreements

        In connection with the merger, Capella entered into transition agreements with each of Messrs. Gilligan and Polacek. The agreements set forth the compensatory terms for Messrs. Gilligan and Polacek's continued service with the combined company. The agreements provide that Messrs. Gilligan and Polacek will continue as employees of Capella for twelve (12) months following the consummation of the merger, which may be extended for up to an additional six (6) months upon the agreement of the parties, or an earlier mutually agreed upon date. During this transition period, Mr. Gilligan will have the title of Vice Chairman and will serve on the combined company board of directors and Mr. Polacek will have the title of Chief Integration Officer. The agreements provide that Mr. Gilligan's base salary and target annual bonus amount for his continued service in such capacity will be $700,000 and 125% of base salary, respectively, and Mr. Polacek's base salary and target annual bonus amount for his continued service in such capacity will be $400,000 and 75% of base salary, respectively. Under the agreements, Messrs. Gilligan and Polacek also agree to provide certain ongoing transition assistance and to comply with certain confidentiality, non-compete and non-solicitation covenants.

        The agreements also provide that upon Messrs. Gilligan and Polacek's termination of employment for any reason other than for "cause" (as defined in the Senior Executive Severance Plan), including due to their voluntary resignation, and subject to and conditioned upon the executive's execution and non-revocation of a general release of claims against Capella, Strayer and their subsidiaries and affiliates, each of Messrs. Gilligan and Polacek will be entitled to receive the payments and benefits afforded to them pursuant to the Senior Executive Severance Plan, the Capella 2005 Stock Incentive Plan and 2014 Equity Incentive Plan (and any applicable award agreements thereunder), and, in the case of Mr. Gilligan, his employment agreement with Capella.

Andrew E. Watt Letter Agreement

        In connection with the merger, Capella entered into a letter agreement with Andrew E. Watt, which provides that if Mr. Watt remains employed for eighteen (18) months following the consummation of the merger, and agrees to waive any rights Mr. Watt may have to resign for "good reason" (as defined in the Senior Executive Severance Plan) as a result of any reduction in Mr. Watt's job responsibilities, he will have the right to terminate his employment other than for good reason,

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effective at any time from the date that is eighteen (18) months following the consummation of the merger until the second annual anniversary of the consummation of the merger, and will receive severance benefits pursuant to the Senior Executive Severance Plan equal to the benefits Mr. Watt would have received under that plan if Mr. Watt had terminated employment for good reason immediately following the consummation of the merger.

Employee Benefits

        The merger agreement requires Strayer (or the surviving corporation of any subsidiary thereof) to continue to provide certain compensation and benefits for at least a period of one (1) year following the closing date, as well as take certain actions in respect of employee benefits provided to Capella employees, including its executive officers. For a detailed description of these requirements, please see the section entitled "The Merger Agreement—Employee Matters" beginning on page 134.

Interests of Strayer's Directors and Executive Officers in the Merger

        Strayer's directors and executive officers will not receive any special compensation the payment of which is contingent upon consummation of the merger. Nevertheless, Strayer's directors and executive officers may have interests in the merger that are different from Strayer stockholders generally because Strayer's directors and executive officers may continue employment or service with Strayer following the effective time and will be eligible to receive compensation and benefits consistent with their position and duties to Strayer. Additionally, certain of Strayer's executive officers may receive compensation under Strayer's executive compensation programs attributable to additional responsibilities in connection with the merger and subsequent integration process. Further, Strayer's directors and executive officers will continue to receive indemnification and insurance under Strayer's policies currently in effect. Any compensation and benefits that may be received by Strayer's directors and executive officers will be granted and paid pursuant to Strayer's director and executive officer compensation programs, which are described in further detail in Strayer's Definitive Proxy Statement for its 2017 Annual Meeting of Shareholders, filed with the SEC on March 16, 2017, portions of which are incorporated herein by reference.

Board Service Following the Merger

        Prior to the consummation of the merger, the Strayer board of directors will appoint the members of the board of directors of the combined company, which will consist of (a) nine directors designated by Strayer, (b) J. Kevin Gilligan, Chief Executive Officer of Capella, and (c) two additional designees who are currently members of the Capella board of directors and are recommended by Mr. Gilligan, as described in more detail in the section entitled "The Merger Agreement—Post-Closing Governance."

Regulatory Approvals Required for the Merger

United States Antitrust

        Under the HSR Act, the merger cannot be consummated until, among other things, notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the DOJ and all applicable waiting periods have expired or been terminated.

        The Antitrust Division of the DOJ, the FTC and others may challenge the combination on antitrust grounds even after termination of the waiting period. At any time before or after the consummation of the merger, any of the Antitrust Division of the DOJ, the FTC or another person could take action under the antitrust laws as it deems necessary or desirable in the public interest, including, without limitation, seeking to enjoin the consummation of the merger, seeking a rescission or other unwinding of the combination, or permitting consummation subject to regulatory concessions or

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conditions. There can be no assurance that a challenge to the combination will not be made or that, if a challenge is made, it will not succeed.

        On November 9, 2017, each of Capella and Strayer filed a Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division of the DOJ and the FTC, and on November 22, 2017, the FTC granted early termination, effective immediately, of the applicable waiting period under the HSR Act.

Education Regulatory Approvals

        The merger agreement provides that the merger is conditioned upon receipt of regulatory approval from the DOE and the HLC, which is the institutional accreditor for Capella University, and from certain state agencies. In addition, Strayer is notifying all of the educational regulatory agencies that approve Strayer University of the merger. Although it is not expected that the merger constitutes a change of control for Strayer University that would require approval of any such agency, it is possible that some of those agencies may require approval of the merger or subject Strayer University to a review in connection with the merger. Capella and Strayer have begun the process of notifying their respective regulatory agencies of the merger and, as appropriate, seeking required approvals, and will continue to take all necessary actions required by their respective regulatory agencies prior to consummation of the merger.

        The merger agreement requires that the parties cooperate to submit a pre-acquisition review application to the DOE with respect to Capella University no later than thirty (30) days after the date of the merger agreement, and to submit an application to the HLC no later than December 1, 2017. On November 28, 2017, Capella submitted a pre-acquisition review application to the DOE, and on December 1, 2017, Capella filed a change of control application with the HLC. As a condition of the merger, Capella must receive from the DOE a written response to its preacquisition review application that does not indicate the existence of any impediment to the issuance of the temporary provisional program participation agreement following consummation of the merger that would reasonably be expected to result in a combined company material adverse effect, or any terms or conditions that would reasonably be expected to result in a combined company material adverse effect, as described in the merger agreement. See "The Merger Agreement—Conditions to Consummation of the Merger" beginning on page 121. In addition, required pre-closing approvals from certain other regulatory agencies may be required as a condition of consummation of the merger, and those approvals cannot be subject to conditions that would reasonably be expected to result in a combined company material adverse effect. Certain other regulatory agencies may require approval or notification of the merger after the consummation of the merger, but must not provide any indication prior to consummation of the merger that either (i) such approval will not be granted or (ii) that such approval will be granted with terms or conditions that would reasonably be expected to result in a combined company material adverse effect.

        There can be no assurance that all of the regulatory approvals described above, or any other regulatory approvals that might be required to consummate the merger, will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, ability to obtain the approvals on satisfactory terms, or that the conditions will not result in the abandonment of the merger. See the section of this joint proxy statement/prospectus entitled "The Merger Agreement—Conditions to Consummation of the Merger" beginning on page 121.

Accounting Treatment

        The combined company will account for the merger using the acquisition method of accounting in accordance with GAAP. GAAP requires that one of Strayer or Capella be designated as the acquirer for accounting purposes based on the evidence available. Strayer will be treated as the acquiring entity

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for accounting purposes. In identifying Strayer as the acquiring entity, the combined company took into account the structure of the merger, the composition of the combined company board of directors and the designation of certain senior management positions of the combined company. Accordingly, the historical financial statements of Strayer will become the historical financial statements of the combined company.

        The combined company will measure Capella's assets acquired and liabilities assumed at their fair values, including net tangible and identifiable intangible assets acquired and liabilities assumed, as of the consummation of the merger. Any excess of the purchase price over those fair values will be recorded as goodwill.

        Definite lived intangible assets will be amortized over their estimated useful lives. Intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill are also tested for impairment when certain indicators are present.

        The allocation of purchase price reflected in the unaudited pro forma combined financial statements is based on preliminary estimates using assumptions Strayer management believes are reasonable based on currently available information. The final purchase price and fair value assessment of assets and liabilities will be based in part on a detailed valuation that has not yet been completed.

Listing of Combined Company Shares

        The merger agreement obligates Strayer to use its reasonable best efforts to cause the combined company shares to be issued in connection with the merger (including combined company shares to be issued upon exercise or vesting, as applicable, of Strayer equity awards) to be listed on NASDAQ (or such other stock exchange as may be mutually agreed upon by Capella and Strayer), subject to official notice of issuance, prior to the effective time. Approval for listing on NASDAQ of the combined company shares issuable to Capella shareholders in connection with the merger, subject to official notice of issuance, is a condition to the obligations of Capella, Strayer and Merger Sub to consummate the merger. It is expected that, following the merger, the combined company shares will be listed on NASDAQ and trade under the symbol "STRA."

Delisting and Deregistration of Capella Common Stock

        Following the merger, shares of Capella common stock will be delisted from NASDAQ, deregistered under the Exchange Act and cease to be publicly traded.

Litigation Relating to the Merger

        On November 30, 2017, a Capella shareholder (the "Plaintiff") filed a putative class action against Capella, Strayer, Merger Sub, and the members of Capella's board of directors (the "Defendants") challenging the disclosures made in connection with the merger. The lawsuit is styled Adam Franchi v. Capella Education Company, et al., No. 0:17-cv-05288-JRT-DTS, and was filed in the United States District Court for the District of Minnesota.

        The Plaintiff's Complaint alleges that the Registration Statement filed in connection with the merger fails to disclose certain allegedly material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. The alleged omissions relate to (i) certain financial projections by the companies and certain financial analyses performed by Capella's financial advisor; and (ii) certain alleged potential conflicts of interest of Capella's officers and directors. The Plaintiff seeks to enjoin Defendants from proceeding with the merger and seeks damages in the event the transaction is consummated. The Plaintiff also seeks attorney's fees.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

        The following is a general discussion of the material U.S. federal income tax consequences of the merger to U.S. Holders of shares of Capella common stock that exchange their shares of Capella common stock for combined company shares in the merger. This discussion is based on the Code, U.S. Treasury regulations promulgated thereunder and judicial and administrative authorities, rulings and decisions, all as in effect as of the date of this joint proxy statement/prospectus. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of this discussion. This discussion assumes that the merger will be consummated in accordance with the merger agreement and as further described in this joint proxy statement/prospectus. This discussion is not a complete description of all of the tax consequences of the merger and, in particular, does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax.

        This discussion applies only to U.S. Holders of shares of Capella common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders of shares of Capella common stock in light of their particular circumstances and does not apply to U.S. Holders of shares of Capella common stock subject to special treatment under the U.S. federal income tax laws (such as, for example, banks and other financial institutions, tax-exempt organizations, partnerships, S corporations or other pass-through entities (or investors in partnerships, S corporations or other pass-through entities), regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, insurance companies, mutual funds, dealers or brokers in stocks and securities, commodities or currencies, traders in securities that elect to apply a mark-to-market method of accounting, holders subject to the alternative minimum tax, holders who acquired shares of Capella common stock pursuant to the exercise of employee stock options, through a tax qualified retirement plan or otherwise as compensation, holders who actually or constructively own more than 5% of the outstanding stock of Capella, persons that are not U.S. Holders, U.S. Holders whose functional currency is not the U.S. dollar, holders who hold shares of Capella common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, or United States expatriates).

        For purposes of this discussion, the term "U.S. Holder" means a beneficial owner of shares of Capella common stock, as applicable, that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation, or entity treated as a corporation for U.S. federal income tax purposes, organized under the laws of the United States, any state thereof or the District of Columbia, (iii) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes or (iv) an estate, the income of which is subject to U.S. federal income tax regardless of its source.

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of Capella common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds shares of Capella common stock and any partners in such partnership should consult their own tax advisors regarding the tax consequences of the merger to them.

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        ALL HOLDERS OF SHARES OF CAPELLA COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Capella Common Stock

        It is a condition to Strayer's obligation to consummate the merger that Strayer receive an opinion from its tax counsel, dated as of the closing date, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. It is a condition to Capella's obligation to consummate the merger that Capella receive an opinion from its tax counsel, dated as of the closing date, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

        These opinions will be based on customary assumptions and representations from Strayer and Capella, as well as certain covenants and undertakings by Strayer, Capella and Merger Sub (collectively, the "tax opinion representations and assumptions"). If any of the tax opinion representations and assumptions is incorrect, incomplete or inaccurate or is violated, the validity of the opinions described above may be affected and the tax consequences of the merger could differ from those described in this joint proxy statement/prospectus.

        An opinion of counsel represents counsel's best legal judgment but is not binding on the Internal Revenue Service (the "IRS") or any court, and there can be no certainty that the IRS will not challenge the conclusions reflected in the opinions or that a court would not sustain such a challenge. Neither Strayer nor Capella intends to obtain a ruling from the IRS with respect to the tax consequences of the merger. If the IRS were to successfully challenge the "reorganization" status of the merger, the tax consequences would differ from those described in this joint proxy statement/prospectus.

        Accordingly, on the basis of the opinions described above:

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Cash in Lieu of Fractional Shares

        A U.S. Holder that receives cash in lieu of a combined company fractional share generally will be treated as having received such fractional share and then as having received such cash in redemption of the fractional share. Gain or loss generally will be recognized based on the difference between the amount of cash received in lieu of the combined company fractional share and the portion of the U.S. Holder's aggregate adjusted tax basis in the combined company shares surrendered which is allocable to the combined company fractional share. Such gain or loss generally will be long-term capital gain or loss if the U.S. Holder's holding period for its shares of Capella common stock exceeds one (1) year at the effective time.

Information Reporting and Backup Withholding

        A U.S. Holder (other than certain exempt U.S. Holders) that receives cash in lieu of a combined company fractional share may be subject to backup withholding (currently at a 28% rate) unless such U.S. Holder provides its correct taxpayer identification number and certifies as to exemption from backup withholding and otherwise complies with the applicable requirements of the backup withholding rules. A U.S. Holder that does not provide its correct taxpayer identification number may also be subject to penalties imposed by the IRS. Amounts withheld, if any, under the backup withholding rules are generally not an additional tax and may be refunded or credited against the U.S. Holder's federal income tax liability, provided the U.S. Holder timely furnishes the required information to the IRS.

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THE MERGER AGREEMENT

        The following is a summary of the material terms and conditions of the merger agreement. This summary may not contain all the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the merger agreement attached as Annex A to, and incorporated by reference into, this joint proxy statement/prospectus. You are encouraged to read the merger agreement in its entirety because it is the legal document that governs the merger.

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

        The merger agreement and the summary of its terms in this joint proxy statement/prospectus have been included to provide information about the terms and conditions of the merger agreement. The terms and information in the merger agreement are not intended to provide any other public disclosure of factual information about Capella, Strayer or any of their respective subsidiaries or affiliates. The representations, warranties, covenants and agreements contained in the merger agreement are made by Strayer, Capella and Merger Sub only for the purposes of the merger agreement and are qualified and subject to certain limitations and exceptions agreed to by Strayer, Capella and Merger Sub in connection with negotiating the terms of the merger agreement, including being qualified by reference to confidential disclosures. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement and were negotiated for the purpose of allocating contractual risk among the parties to the merger agreement rather than to establish matters as facts. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders and reports and documents filed with the SEC including being qualified by reference to confidential disclosures. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this joint proxy statement/prospectus, may have changed since the date of the merger agreement.

        For the foregoing reasons, the representations, warranties, covenants and agreements and any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of Strayer, Capella or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus.

Structure of the Merger

        Pursuant to the merger agreement, Merger Sub will merge with and into Capella, with Capella surviving as a wholly owned subsidiary of Strayer.

Consummation and Effectiveness of the Merger

        Unless the parties agree otherwise, the consummation of the merger will occur within three (3) business days after all conditions to the consummation of the merger described under "—Conditions to Consummation of the Merger" have been satisfied or waived; provided that if such date would make it reasonably unlikely for the parties to either (a) comply with any laws applicable on a post-closing basis in order to obtain any Educational Consent or (b) satisfy conditions under applicable DOE regulations for continuing the effectiveness of any TPPPA, the consummation of the merger will take place on the first (1st) business day of the immediately following month, without regard to the outside date. The merger will be consummated and become effective at the time the articles of merger are duly filed with the Secretary of State of the State of Minnesota, or such later time as agreed to by Strayer and Capella and specified in the articles of merger.

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Post-Closing Governance

        Pursuant to the merger agreement, effective at the effective time, unless otherwise agreed by Strayer and Capella in writing, the Strayer board of directors is required to take all necessary action to increase the size of the combined company board of directors to twelve (12) directors in order to appoint, as of the effective time, nine (9) directors to be designated by Strayer and three (3) directors to be designated by Capella (such designees of Capella, the "Additional Board Designees"). The Additional Board Designees will consist of (i) the chief executive officer of Capella as of the date of the merger agreement and (ii) two (2) additional designees (or, if item (i) is not applicable, three (3) designees) who are currently members of the Capella board of directors and recommended by the chief executive officer of Capella or the Capella board of directors (if item (i) is not applicable) to the Strayer board of directors and the nominating and corporate governance committee of the Strayer board of directors for approval, such approval not to be unreasonably withheld.

        Effective at the effective time, unless otherwise agreed by Strayer and Capella in writing, Strayer will take all necessary action to cause (i) Robert S. Silberman to continue as executive chairman of the combined company board of directors, (ii) J. Kevin Gilligan to be appointed to act as the vice chairman of the combined company board of directors, (iii) Karl McDonnell to continue as President and Chief Executive Officer of the combined company, (iv) Steven L. Polacek to be appointed as the Chief Integration/Transition Officer of the combined company and (v) one Additional Board Designee to be appointed to the compensation committee of the combined company board of directors. The Strayer board of directors will nominate the Additional Board Designees for election at (i) if the effective time is prior to the 2018 annual meeting of stockholders, then the 2018 annual meeting of stockholders or (ii) if the effective time is after the 2018 annual meeting of stockholders, then the 2019 annual meeting of stockholders.

Merger Consideration

        At the effective time, each Capella share issued and outstanding immediately prior to the effective time (other than shares held in treasury or held by Strayer, Capella or Merger Sub or any of their respective wholly owned subsidiaries) will be converted into the right to receive 0.875 of a newly-issued combined company share. No fractional combined company shares will be issued in the merger, and Capella shareholders will receive cash in lieu of fractional shares as part of the merger consideration, as specified in the merger agreement.

No Dissenters' Rights; No Appraisal Rights

        Under Minnesota law and the Capella articles of incorporation, Capella shareholders will not be entitled to exercise any dissenters' rights in connection with the merger.

        Under Maryland law, Strayer stockholders will not be entitled to appraisal rights in connection with the merger or the Strayer Required Proposals.

Procedures for Surrendering Capella Stock Certificates

        Prior to the dissemination of this joint proxy statement/prospectus to the Capella shareholders and Strayer stockholders, Strayer has agreed to appoint its transfer agent to act as exchange agent to handle the exchange of Capella stock certificates or Capella book-entry shares for the merger consideration. At or prior to the effective time, Strayer will deposit the combined company shares comprising the aggregate merger consideration for the benefit of Capella shareholders. As promptly as practicable after the effective time (but in no event later than five (5) business days thereafter), Strayer will cause the exchange agent to mail to each holder of record of Capella shares at the effective time a letter of transmittal for the exchange and instructions explaining how to surrender Capella stock certificates or Capella book-entry shares to the exchange agent.

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        Upon surrender of Capella stock certificates and Capella book-entry shares for cancellation to the exchange agent, and upon delivery of a properly completed letter of transmittal with respect to such Capella stock certificates or Capella book-entry shares, Capella shareholders will be entitled to receive the merger consideration for each Capella share formerly represented by such Capella stock certificates and for each Capella book-entry share.

Treatment of Capella Equity Awards

Capella Stock Options

        Each Capella stock option that is outstanding immediately prior to the effective time (whether vested or unvested) and held by a continuing employee or director of Capella will automatically and without any action on the part of the holder thereof be assumed by Strayer and be converted into a Strayer stock option to acquire shares of Strayer common stock on the same terms and conditions as the Capella stock option to which it relates, equal to the product of the merger exchange ratio of 0.875 multiplied by the number of shares of Capella common stock subject to the option (rounded down to the nearest whole share), and will have an exercise price per share equal to the quotient obtained by dividing the exercise price per share of Capella common stock by the merger exchange ratio of 0.875 (rounded up to the nearest whole cent). Capella stock options that are outstanding and unexercised immediately prior to the consummation of the merger and held by former employees, directors or consultants of Capella will automatically and without any action on the part of the holder thereof be cancelled and converted into the right to receive a cash payment equal to the product of (i) the amount of merger consideration (if any) that the holder of such Capella stock option would have received had the Capella stock option been exercised immediately prior to the effective time for shares of Capella common stock (net of the applicable exercise price), and (ii) the VWAP of Strayer common stock for the ten (10) trading day period ending on the second to last trading day prior to the effective time. Capella stock options that are outstanding immediately prior to the effective time and held by current Capella directors who will not continue as members of the Strayer board of directors following effective time will automatically and without any action on the part of the holder thereof be cancelled and converted into the right to receive the merger consideration that the holder of such Capella stock option would have been entitled to receive if the Capella stock option had been exercised for shares of Capella common stock immediately prior to the effective time (net of the applicable exercise price).

Capella Restricted Stock Unit Awards

        All Capella RSUs that are outstanding immediately prior to the consummation of the merger will be assumed by Strayer and will be converted into awards of Strayer RSUs and will continue to have, and will be subject to, the same terms and conditions as applied to the Capella RSUs immediately prior to the effective time, with appropriate adjustments in the number of shares of Strayer common stock subject to the Strayer RSU to reflect the merger exchange ratio. In addition, outstanding Capella RSUs granted to Capella directors under the Capella equity plans will become fully and immediately vested upon the effective time.

Conditions to Consummation of the Merger

        Mutual Conditions to Consummation.    The obligations of Capella, Strayer and Merger Sub to consummate the merger are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the following conditions:

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        Certain conditions to consummation of the merger are qualified by "combined company material adverse effect." See "—Definition of 'Combined Company Material Adverse Effect"' for the definition of combined company material adverse effect.

        For the purposes of the merger agreement:

        "Capella school" means any educational intuition or location owned or operated by Capella or any of its subsidiaries.

        "DOE Preacquisition Review Notice" means a written notice from the DOE following the DOE's review of the applicable Preacquisition Review Application.

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        "Educational Approval" means any approval issued or required to be issued by an educational agency to a Capella school or a Strayer school, as applicable, with respect to any aspect of such Capella school's operations or such Strayer school's operations, as applicable, subject to the oversight of such educational agency, including any such approval for such Capella school or such Strayer school, as applicable, to participate in any program of student financial assistance offered or administered by such educational agency, but excluding any approval issued to any Capella school's employees or any Strayer school's employees, as applicable, on an individual basis.

        "Educational Consent" means any filing, notice, report, consent, registration, approval or authorization required to be made with or obtained from any governmental entity, including any educational agency, in connection with the execution, delivery and performance of the merger agreement or the consummation of the merger and the other transactions contemplated by the merger agreement, whether before or after the consummation of the merger, in order to maintain, continue or reinstate any Educational Approval held by any Capella school or any Strayer school.

        "Strayer school" means any educational institution or location owned or operated by Strayer or any of its subsidiaries.

        "Title IV Program" means the programs of federal student financial assistance administered pursuant to Title IV of the Higher Education Act of 1965, 20 U.S.C. § 1001 et seq., as amended, or successor statutes thereto, and its implementing regulations promulgated by the DOE.

        "TPPPA" means a temporary provisional program participation agreement issued to a postsecondary institution, and to be countersigned by or on behalf of the secretary of the DOE evidencing such institution's continued eligibility for and participation in Title IV Programs on an interim basis following a change in ownership or control as determined by the DOE.

        Additional Conditions to Consummation.    In addition, the obligations of Strayer and Merger Sub on one hand, and Capella, on the other hand, to consummate the merger are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the following conditions:

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Representations and Warranties

        The merger agreement contains a number of representations and warranties made by both Strayer and Capella that are subject in some cases to exceptions and qualifications (including exceptions that are not material to the party making the representations and warranties and its subsidiaries, taken as a whole, and exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the party making the representations and warranties). See "—Definition of 'Material Adverse Effect'" for the definition of material adverse effect. The representations and warranties in the merger agreement relate to, among other things:

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        Strayer also makes representations and warranties relating to, among other things, Merger Sub. The representations and warranties in the merger agreement do not survive the effective time. See "—Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement."

Definition of "Material Adverse Effect"

        Many of the representations and warranties in the merger agreement are qualified by "material adverse effect" on the party making such representations and warranties.

        For purposes of the merger agreement, "material adverse effect" means, with respect to Strayer or Capella, as the case may be, any change, event, development, condition, occurrence or effect that is, or would reasonably be expected to (x) be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of that party and its subsidiaries, taken as a whole or (y) prevent or materially delay the consummation of the transactions contemplated by the merger agreement; provided, however, that, in the case of clause (x), none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions in the United States, (ii) any changes of law or GAAP (or, in each case, any authoritative interpretations thereof), (iii) any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof, (iv) any changes generally affecting the industries in which that party and its subsidiaries conduct their businesses, including the post-secondary or proprietary education industry, (v) any changes resulting from the execution of the merger agreement or the announcement or the pendency of the merger, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the transactions contemplated by the merger agreement (provided that the exception in this clause (v) shall not apply to certain representations and warranties of the merger agreement), (vi) changes in that party's stock price or the trading volume of that party's stock or any change in the credit rating of that party (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), (vii) any changes or effects resulting from any action required to be taken by the terms of the merger agreement, (viii) the failure to meet internal or analysts' expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition) or (ix) any litigation relating to the transactions contemplated by the merger agreement; provided, that in the case of items (i), (ii), (iii) and (iv), if and only to the extent such changes do not have a disproportionate impact on that party and its subsidiaries, taken as a whole, as compared to other participants in the industries in which that party and its subsidiaries conduct their businesses.

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Definition of "Combined Company Material Adverse Effect"

        Certain conditions to consummation of the merger are qualified by "combined company material adverse effect."

        For purposes of the merger agreement "combined company material adverse effect" means any change, event, development, condition, occurrence or effect that is, or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Capella and Strayer and their respective subsidiaries, taken as a whole; provided, however that, none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a combined company material adverse effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory (other than educational regulatory) conditions in the United States, (ii) any changes of GAAP (or, in each case, any authoritative interpretations thereof) or (iii) any non-regulatory changes generally affecting the industries in which Capella or Strayer and their respective subsidiaries conduct their businesses, including the post-secondary or proprietary education industry; provided, that in the case of items (i), (ii) and (iii), if and only to the extent such changes do not have a disproportionate impact on Capella or Strayer and their respective subsidiaries, taken as a whole, as compared to other participants in the industries in which Capella or Strayer and their respective subsidiaries conduct their businesses.

Conduct of Business Pending the Merger

        In general, except as may be required by applicable law, stock exchange requirement or any educational agency and except as set forth in the confidential disclosure letter delivered to the other party concurrently with the execution of the merger agreement of each party or as otherwise expressly contemplated by the merger agreement, unless the other party otherwise consents in writing (which consent may not be unreasonably withheld, conditioned or delayed), Strayer, Capella and their respective subsidiaries are required to (i) conduct their operations only in the ordinary course of business consistent with past practice, (ii) use their reasonable best efforts to keep available the services of their respective current officers, employees and consultants and to preserve the goodwill and current relationships with their respective students, customers, suppliers and other persons with which they have material business relations, and (iii) use their reasonable best efforts to preserve intact their respective business organization (including their respective material assets and properties) and comply with all applicable laws.

        Without limiting the foregoing, except as may be required by applicable law, stock exchange requirement or any educational agency, set forth in Strayer's or Capella's confidential disclosure letter or as otherwise expressly contemplated in the merger agreement, each of Strayer and Capella and each of their respective subsidiaries is not permitted to, between the date of the merger agreement and the effective time, take any of the following actions without the prior written consent of Capella, in the case of actions taken by Strayer, or Strayer, in the case of actions taken by Capella (which consent may not be unreasonably withheld, conditioned or delayed):

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Obligations to Call Stockholders' Meetings

        Each of Strayer and Capella has agreed to, promptly following the date on which the Form S-4 has been filed with the SEC, establish a record date for, and, as soon as practicable following the effectiveness of the Form S-4, duly call and give notice of and convene and hold a meeting of its stockholders for the purpose of which Strayer will seek the vote of its stockholders required to approve the amendment and restatement of the Strayer charter and the issuance of Strayer shares to be issued in the merger and Capella will seek the vote of its shareholders required to approve the merger agreement.

        Subject to certain limitations, each party may postpone or adjourn the meeting of its stockholders (i) with the prior written consent of the other party; (ii) if a quorum has not been established; (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which its respective board of directors has determined in good faith after consultation with outside counsel is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its stockholders prior to the meeting of its stockholders; (iv) to allow reasonable additional time to solicit additional proxies, if and to the extent the required vote of its stockholders in connection with the merger at such meeting would not otherwise be obtained; or (v) if required by law.

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Obligations to Recommend the Approval of the Merger Agreement and the Approval of the Strayer Charter Amendment and the Strayer Share Issuance

        As discussed under "The Capella Special Meeting," Capella's board of directors recommends that Capella shareholders vote "FOR" the Capella Merger Proposal ("Capella recommendation"). Capella's board of directors, however, may effect a Capella Adverse Recommendation Change within the meaning of items (x), (y) and (z)(2) of the definition thereof, in each case under specified circumstances as discussed under "—No Solicitation."

        Similarly, as discussed under "The Strayer Special Meeting," Strayer's board of directors recommends that Strayer stockholders vote "FOR" the Share Issuance Proposal and the Charter Amendment Proposal ("Strayer recommendation"). Strayer's board of directors, however, may effect a Strayer Adverse Recommendation Change within the meaning of items (x), (y) and (z)(2) of the definition thereof, in each case under specified circumstances as discussed under "—No Solicitation."

No Solicitation

        Under the terms of the merger agreement, subject to certain exceptions described below, each of Strayer and Capella has agreed, from the date of the merger agreement until the earlier of the effective time or the date, if any, of the termination of the merger agreement in accordance with the terms of the merger agreement, it shall not, and shall cause its respective subsidiaries and representatives not to, directly or indirectly:

        Notwithstanding the foregoing, if, prior to obtaining the Strayer stockholder approval (in the case of Strayer) or the Capella shareholder approval (in the case of Capella) and following the receipt of a bona fide written unsolicited Competing Proposal made after the date of the merger agreement and the Strayer board of directors or the Capella board of directors, as applicable, determines in good faith (after receiving advice of its financial advisor and of its outside legal counsel) is or could reasonably be expected to lead to a Superior Proposal and that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of the non-solicitation obligations under the merger agreement, the Strayer board of directors or the Capella board of directors, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Competing Proposal, as applicable, would be inconsistent with the directors' duties to Strayer under applicable law (in the case of the Strayer board of directors) or the directors' fiduciary duties to Capella's shareholders under applicable law (in the case of the Capella board of directors), then Strayer or Capella may, in response to such Competing Proposal, as applicable, and subject to compliance with the non-solicitation obligations under the merger agreement, (A) furnish information with respect to Strayer or Capella, as applicable, to the person making such Competing Proposal pursuant to an acceptable confidentiality agreement, and (B) engage in discussions or negotiations with such person regarding such Competing Proposal.

        Each of Capella and Strayer has agreed that it shall not, and shall cause its respective subsidiaries and representatives not to, from and after the date of the merger agreement until the earlier of the effective time or the date, if any, on which the merger agreement is terminated pursuant to the terms of the merger agreement, directly or indirectly:

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        Notwithstanding the foregoing, prior to obtaining the Strayer stockholder approval (in the case of Strayer) or the Capella shareholder approval (in the case of Capella) and following the receipt of a bona fide written Competing Proposal made after the date of the merger agreement that was not, directly or indirectly, solicited, initiated or knowingly encouraged in violation of the non-solicitation obligations under the merger agreement, the Strayer board or the Capella board, as applicable, may effect a Strayer Adverse Recommendation Change within the meaning of items (x), (y) and (z)(2) of the definition thereof or a Capella Adverse Recommendation Change within the meaning of items (x), (y) and (z)(2) of the definition thereof, as applicable or terminate the merger agreement to enter into an Alternative Acquisition Agreement pursuant to the terms of the merger agreement, but if and only if:

        Any material amendment or modification to any Competing Proposal shall require a new Competing Proposal Notice and the Negotiation Period shall be extended by an additional three (3) business days from the date of receipt of such new Competing Proposal Notice.

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        Further, at any time prior to obtaining the Capella shareholder approval or the Strayer stockholder approval, as applicable, the Capella board or the Strayer board, as applicable, may make a Capella Adverse Recommendation Change or a Strayer Adverse Recommendation Change, as applicable, if (i) such board determines that an Intervening Event has occurred and is continuing and (ii) such board determines in good faith (after consultation with outside counsel) that the failure to make a Capella Adverse Recommendation Change or a Strayer Adverse Recommendation Change, as applicable, in response to such Intervening Event would be inconsistent with the directors' duties to Strayer under applicable law (in the case of the Strayer board) or the directors' fiduciary duties to its shareholders under applicable law (in the case of the Capella board), as applicable; provided that (x) the Capella board or the Strayer board, as applicable, has given the other party at least five (5) business days prior written notice of its intention to take such action and specifying in reasonable detail the circumstances related to such determination and (y) prior to effecting a Capella Adverse Recommendation Change or a Strayer Adverse Recommendation Change, as applicable, the applicable party has negotiated, and has caused its representatives to negotiate, in good faith with the other party during such notice period to the extent such other party wishes to negotiate, to enable such party to revise the terms of the merger agreement, such that the failure to make such a Capella Adverse Recommendation Change or a Strayer Adverse Recommendation Change, as applicable, would not be inconsistent with the directors' duties under applicable law.

        Any failure of Capella's or Strayer's respective subsidiaries or its and their respective representatives to fully comply with the non-solicitation obligations under the merger agreement shall be deemed a breach of the non-solicitation obligations under the merger agreement by Capella or Strayer, as applicable.

        For purposes of the merger agreement:

        "Capella Adverse Recommendation Change" means, with respect to the Capella board, (x) the withholding, withdrawal, modification, qualification or amendment, or proposal to publicly withhold, withdraw, modify, qualify or amend, in a manner adverse to Strayer, the Capella recommendation, (y) making, or permitting any director or executive officer to make, any public statement in connection with the Capella special meeting that would reasonably be expected to have the same effect or (z)(1) approving, determining to be advisable, or recommending, or proposing publicly to approve, determine to be advisable, or recommend, any Competing Proposal or failing to publicly and without qualification recommend against any Competing Proposal or (2) failing to reaffirm the Capella recommendation, in either case within ten (10) business days after such Competing Proposal is made public or after any reasonable, written request by Strayer to do so.

        "Competing Proposal" shall mean, other than the transactions contemplated under the merger agreement, any proposal, offer or inquiry from a third party relating to (A) a merger, reorganization, sale or license of assets, share exchange, tender offer, consolidation, business combination, recapitalization, dissolution, liquidation, joint venture or similar transaction involving Capella or Strayer, as applicable, or any of their respective subsidiaries; (B) the acquisition (whether by merger, consolidation, equity investment, joint venture or otherwise) by any person of twenty percent (20%) or more of the consolidated assets of Capella or Strayer, as applicable, and their respective subsidiaries, as determined on a book-value or fair-market-value basis; (C) the purchase or acquisition, in any manner, directly or indirectly, by any person of twenty percent (20%) or more of the issued and outstanding shares of the Capella common stock or the Strayer common stock, as applicable, or any other equity interests in Capella or Strayer, as applicable, (D) any purchase, acquisition, tender offer or exchange offer that, if consummated, would result in any person or "group" (as defined pursuant to Section 13(d) of the Exchange Act) beneficially owning twenty percent (20%) or more of the shares of Capella common stock or Strayer common stock, as applicable or any other equity interests of Capella, Strayer or any of their respective subsidiaries; or (E) any combination of the foregoing.

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        "Intervening Event" means any positive material event, development or change in circumstances that first occurs, arises or becomes known to Capella or Strayer, as applicable, or its respective board of directors after the date of the merger agreement, to the extent that such event, development or change in circumstances was not known or reasonably foreseeable as of the date of the merger agreement (or if known or reasonably foreseeable, the probability of magnitude of consequences of which were not known or reasonably foreseeable); provided, however, that in no event shall the following events, developments or changes in circumstances constitute an Intervening Event: (1) the receipt, existence or terms of a Competing Proposal or any matter relating thereto or consequence thereof; (2) any change in the price, or change in trading volume, of Capella common stock or Strayer common stock, as applicable (provided, however, that the exception set forth in this item (2) shall not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred); (3) meeting or exceeding internal or analysts' expectations, projections or results of operations (provided, however, that the exception set forth in this clause (3) shall not apply to the underlying causes giving rise to or contributing to such circumstances or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred); and (4) any action taken by either party pursuant to and in compliance with the affirmative covenants set forth in the merger agreement, and the consequences of any such action.

        "Strayer Adverse Recommendation Change" means, with respect to the Strayer board, (x) the withholding, withdrawal, modification, qualification or amendment, or proposal to publicly withhold, withdraw, modify, qualify or amend, in a manner adverse to Capella, the Strayer recommendation, (y) making, or permitting any director or executive officer to make, any public statement in connection with the Strayer special meeting that would reasonably be expected to have the same effect or (z)(1) approving, determining to be advisable, or recommending, or proposing publicly to approve, determine to be advisable, or recommend, any Competing Proposal or failing to publicly and without qualification recommend against any Competing Proposal or (2) failing to reaffirm the Strayer recommendation, in either case within ten (10) business days after such Competing Proposal is made public or after any reasonable, written request by Capella to do so.

        "Superior Proposal" means a bona fide written Competing Proposal (except the references therein to "20%" shall be replaced by "80%") made by a third party which was not solicited by Capella or Strayer or any of their respective representatives and which, in the good faith judgment of the Capella board of directors or the Strayer board of directors, as applicable, and after consultation with its outside financial and legal advisors, taking into account the various legal, financial and regulatory aspects of the Competing Proposal, including the financing terms thereof, and the third party making such Competing Proposal in addition to such other factors as the Capella board of directors or the Strayer board of directors, as applicable, considers to be appropriate, (A) if accepted, is reasonably likely to be consummated, and (B) if consummated, would result in a transaction that is more favorable to Capella shareholders or Strayer stockholders, as applicable, from a financial point of view, than the merger and the other transactions contemplated in the merger agreement (after giving effect to all adjustments or modifications to the terms thereof which may be agreed in writing to be made by the other party (including pursuant to non-solicitation obligations under the merger agreement)) and (C) if a cash transaction (in whole or in part), financing for which is then fully committed or reasonably determined to be available.

Appropriate Action Covenant

        Upon the terms and subject to the conditions set forth in the merger agreement, each of the parties agrees to cooperate and use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under the merger agreement and applicable law to consummate and make effective the merger and the other transactions contemplated by the merger agreement as

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promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all necessary consents, approvals or waivers from third parties, including under any contract to which Capella or Strayer or any of their respective subsidiaries is party or by which such person or any of their respective properties or assets may be bound, (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental entities (including, without limitation, those in connection with the HSR Act), make all necessary registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any proceeding by, any governmental entity or educational agency (including, the pre-closing Educational Consents required to be obtained by Capella and the pre-closing Educational Consents required to be obtained by Strayer (if any) and in connection with the HSR Act), and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by the merger agreement and fully carry out the purposes of the merger agreement; provided that in no event shall the "reasonable best efforts" of any party include the obligation to defend or prosecute any suit, arbitration or other adversarial proceeding (in each case, whether judicial, arbitral or administrative) by or against any governmental entity or any educational agency. Each of the parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing.

Indemnification Covenant

        From and after the effective time, Strayer shall, and shall cause the surviving corporation to, indemnify, defend and hold harmless each present and former director and officer of Capella, Strayer and any of their respective subsidiaries (each, an "indemnitee" and, collectively, the "indemnitees") against any costs or expenses (including reasonable attorneys' fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the effective time, including in connection with the merger agreement or the transactions contemplated by the merger agreement.

        For a period of no less than six (6) years from the effective time, Strayer shall cause the surviving corporation to, and the surviving corporation shall, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the organizational documents of Capella, Strayer or any of their respective subsidiaries in effect as of the date of the merger agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the effective time were current or former directors or officers of Capella, Strayer or any of their respective subsidiaries.

Employee Matters

        To the extent permitted by applicable laws, Strayer shall credit each employee of Strayer, Capella or any of their respective subsidiaries as of the consummation of the merger who continues employment with Strayer or the surviving corporation following the closing date (each a "continuing employee") with his or her years of service with Strayer, Capella or any of their respective subsidiaries and predecessor entities, under any employee benefit plans, programs and arrangements in which such continuing employee participates following the consummation of the merger (the "post-closing plan"), to the same extent as such continuing employee was entitled immediately prior to the consummation of the merger to credit for such service under any similar Strayer benefit plan or Capella benefit plan, for purposes of eligibility for participation and vesting (but not accrual of benefits, other than for purposes of determining the level of vacation, travel and/or severance benefits), except to the extent such recognition would result in a duplication of benefits.

        In addition, for purposes of each post-closing plan providing medical, dental, pharmaceutical, vision and/or other health benefits to any continuing employee and his or her dependents, Strayer shall

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(i) cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work requirements of such post-closing plan to be waived for such continuing employee and his or her covered dependents, to the extent any such waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work requirements were waived or were inapplicable under the comparable Strayer benefit plan or Capella benefit plan, (ii) fully credit each continuing employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such continuing employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of Strayer or Capella (or their respective subsidiaries), as applicable, prior to the consummation of the merger during the plan year in which the consummation of the merger occurs for the purpose of determining the extent to which such continuing employee has satisfied the deductible, co-payments, or maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for such plan year under any pre-closing plan providing medical, dental, pharmaceutical, vision or health benefits, as if such amounts had been paid in accordance with such plan, and (iii) credit the accounts of such continuing employees under any post-closing plan that is a flexible spending plan with any unused balance in the account of such continuing employee under the applicable Strayer benefit plan or Capella benefit plan.

        Without limiting the generality of the foregoing, each continuing employee who satisfies the eligibility requirements of a Strayer benefit plan or a Capella benefit plan that is a 401(k) plan shall be eligible to participate in a 401(k) plan maintained by Strayer or the surviving corporation following the consummation of the merger (each a "post-closing 401(k) plan") and shall be credited with eligibility service and vesting service for all periods of service with Strayer and Capella, and their respective subsidiaries to the extent so credited with such service under the applicable 401(k) plan as of the closing date. Additionally, in the event Strayer or any of its subsidiaries freezes a 401(k) plan after the closing date, each continuing employee who participates in such frozen plan shall, following such action, become eligible to participate in a post-closing 401(k) plan.

Other Agreements

        The merger agreement contains certain other covenants and agreements, including covenants and agreements requiring, among other things, and subject to certain exceptions and qualifications described in the merger agreement:

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Termination of the Merger Agreement

        The merger agreement may be terminated at any time before the effective time in any of the following ways:

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        If the merger agreement is validly terminated, the merger agreement will become void and of no effect without liability of any party to any other party, except that certain designated provisions, including the provisions regarding termination fees, will survive termination.

Termination Fees and Expenses

Termination Fee Payable by Capella

        Capella has agreed to pay Strayer a termination fee of $25 million (less any amount previously paid for expenses up to $8 million) if:

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Termination Fee Payable by Strayer

        Strayer has agreed to pay Capella a termination fee of $25 million (less any amount previously paid for expenses up to $8 million) if:

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Expense Reimbursement Payable by Capella

        Capella has agreed to pay Strayer an expense reimbursement fee equal to the reasonable and documented out-of-pocket fees and expenses incurred by Strayer in connection with the merger agreement and the other transactions contemplated thereby, in an amount not to exceed $8 million (credited against the $25 million termination fee) if:

Expense Reimbursement Payable by Strayer

        Strayer has agreed to pay Capella an expense reimbursement fee equal to the reasonable and documented out-of-pocket fees and expenses incurred by Capella in connection with the merger agreement and the other transactions contemplated thereby, in an amount not to exceed $8 million (credited against the $25 million termination fee) if:

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Exclusive Remedy

        If either party pays a termination fee in accordance with the provisions of the merger agreement, payment of such termination fee shall be the sole and exclusive remedy of the non-terminating party and its affiliates against any other party or such other party's shareholders, directors, officers, affiliates and other representatives, for any loss or damage based upon, arising out of or relating to the merger agreement or the negotiation, execution or performance thereof or the transactions contemplated thereby, except in the case of willful breach or fraud.

        If a party fails to pay a termination fee or an expense reimbursement fee that is due and, in order to obtain such payment, the other party commences a suit that results in a judgment against such party for such amounts, such party shall pay interest on such amounts, together with the costs and expenses of the other party (including reasonable legal fees and expenses) in connection with such suit.

Other Expenses

        Except as described above, the merger agreement provides that each of Strayer and Capella will pay its own costs and expenses in connection with the transactions contemplated by the merger agreement.

Specific Performance

        The parties to the merger agreement are entitled to an injunction or injunctions to prevent breaches of the merger agreement and to specifically enforce the terms and provisions of the merger agreement.

Third-Party Beneficiaries

        The merger agreement is not intended to and does not confer upon any person other than the parties to the merger agreement any legal or equitable rights or remedies, except the right of the indemnified persons to enforce the obligations described under "—Indemnification Covenant."

Amendments; Waivers

        Any provision of the merger agreement may be amended if the amendment is in writing and signed by each party to the merger agreement. Any provision of the merger agreement may be waived if the waiver is in writing and signed by each party against whom the waiver is to be effective.

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STRAYER AND CAPELLA UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed combined financial statements of the combined company (the "pro forma financial statements") include the unaudited pro forma condensed combined balance sheet (the "pro forma balance sheet") as of September 30, 2017, and the unaudited pro forma condensed combined statements of income for the year ended December 31, 2016 and the nine months ended September 30, 2017 (the "pro forma statements of income"), after giving effect to the merger.

        The pro forma statements of income combine the historical consolidated statements of income of Strayer and Capella, giving effect to the merger as if it had occurred on January 1, 2016, the first (1st) day of the fiscal year ended December 31, 2016. The pro forma balance sheet as of September 30, 2017 combines the balance sheets of Strayer and Capella, giving effect to the merger as if it had occurred on September 30, 2017.

        The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X. This historical financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable and (iii) with respect to the pro forma statements of income, expected to have a continuing impact on the consolidated results of the combined company.

        The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the pro forma financial statements. In addition, the pro forma financial statements are based on, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes, which are incorporated by reference into this joint proxy statement/prospectus:

        The pro forma financial statements were prepared by Strayer using the acquisition method of accounting in accordance with U.S. generally accepted accounting principles, which are referred to in this joint proxy statement/prospectus as GAAP. Strayer has been treated as the acquirer in the merger for accounting purposes. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill.

        The pro forma purchase price allocation of Capella's assets to be acquired and liabilities to be assumed is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed, and the pro forma financial statements are based upon currently available information and certain assumptions that management of Strayer believes are factually supportable as of the date of this registration statement. Before consummation of the merger, there are significant limitations under applicable law regarding what Strayer can learn about Capella. A final determination of the fair value of Capella's assets acquired and liabilities assumed, including goodwill and intangible assets, will be based on the actual net tangible and intangible assets and liabilities of Capella that exist as of the closing date, and this analysis is not yet finalized. As a result of the foregoing, the pro forma

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adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. These potential changes to the purchase price allocation and related pro forma adjustments could be material.

        The pro forma combined financial statements do not reflect any cost savings that may be realized as a result of the merger and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings. At this time, no material intercompany transactions between Strayer and Capella during the periods presented in the unaudited pro forma condensed combined financial statements have been identified.

        The adjustments included in the pro forma financial statements are based upon currently available information and assumptions that management of Strayer believes to be reasonable. These adjustments and related assumptions are described in the accompanying notes presented on the following pages.

        The pro forma financial statements are not intended to represent or to be indicative of the actual results of operations or financial position that the combined company would have reported had the merger been consummated as of the dates set forth in the pro forma financial statements, and should not be taken as being indicative of the combined company's future consolidated results of operations or financial position. The actual results may differ significantly from those reflected in the pro forma financial statements for a number of reasons, including differences between the assumptions used to prepare the pro forma financial statements and actual amounts.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2017
(In thousands)

 
  Strayer
Education,
Inc.
  Capella
Education
Company
  Acquisition
Adjustments
  Note
Reference
  Pro Forma
Condensed
Combined
 

Assets:

                               

Current assets:

                               

Cash & cash equivalents

  $ 150,483   $ 112,216   $ (37,745 )   4a   $ 224,954  

Marketable securities, current

        55,113               55,113  

Tuition receivable—net

    20,626     22,981               43,607  

Income taxes receivable

    2,734         10,571     4b     13,305  

Other current assets

    12,917     9,488               22,405  

Total current assets

    186,760     199,798     (27,174 )         359,384  

Marketable securities, noncurrent

        19,554               19,554  

Property & equipment—net

    74,335     36,510               110,845  

Deferred income taxes

    34,609         (34,609 )   4c      

Goodwill

    20,744     23,331     664,902     4d     708,977  

Intangibles, net

    7,260     8,665     232,335     4e     248,260  

Other assets

    4,867     8,853               13,720  

Total assets

  $ 328,575   $ 296,711   $ 835,454         $ 1,460,740  

Liabilities & Stockholders' Equity:

                               

Current liabilities:

                               

Accounts payable and accrued expenses          

  $ 50,514   $ 31,005   $ 6,972     4b   $ 88,491  

Deferred revenue

    21,784     17,468     (3,112 )   4f     36,140  

Dividends payable

        4,987               4,987  

Total current liabilities

    72,298     53,460     3,860           129,618  

Deferred revenue, long-term

    18,274                   18,274  

Deferred income taxes

        721     60,586     4c     61,307  

Other long-term liabilities

    22,514     14,658     595     4g     37,767  

Total liabilities

    113,086     68,839     65,041           246,966  

Stockholders' equity

                               

Common stock

    112     116     (11 )   4h     217  

Additional paid-in-capital

    44,021     127,056     908,869     4h     1,079,946  

Accumulated other comprehensive loss

        (16 )   16     4i      

Retained earnings

    171,356     100,716     (138,461 )   4j     133,611  

Total stockholders' equity

    215,489     227,872     770,413           1,213,774  

Total liabilities & stockholders' equity          

  $ 328,575   $ 296,711   $ 835,454         $ 1,460,740  

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(In thousands, except per share data)

 
  Strayer
Education,
Inc.
  Capella
Education
Company
  Acquisition
Adjustments
  Note
Reference
  Pro Forma
Condensed
Combined
 

Revenues

  $ 336,144   $ 328,379   $         $ 664,523  

Costs and expenses:

                               

Instruction and educational support

    180,059     146,402     18,961     5a     345,422  

Marketing

    64,734     81,493               146,227  

Admissions advisory

    14,813     22,215               37,028  

General and administration

    36,017     31,535     (550 )   5b     67,002  

Total costs and expenses

    295,623     281,645     18,411           595,679  

Income from continuing operations

    40,521     46,734     (18,411 )         68,844  

Investment and other income

    737     392               1,129  

Interest expense

    481                   481  

Income from continuing operations before income taxes

    40,777     47,126     (18,411 )         69,492  

Provision for income taxes

    13,670     16,446     (7,272 )   5c     22,844  

Net income from continuing operations

  $ 27,107   $ 30,680   $ (11,139 )       $ 46,648  

Net income from continuing operations per share:

                               

Basic

  $ 2.54   $ 2.64               $ 2.20  

Diluted

  $ 2.43   $ 2.57               $ 2.13  

Weighted average shares outstanding:

                               

Basic

    10,671     11,621     (1,114 )   5d     21,178  

Diluted

    11,174     11,955     (1,259 )   5d     21,870  

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2016
(In thousands, except per share data)

 
  Strayer
Education,
Inc.
  Capella
Education
Company
  Acquisition
Adjustments
  Note
Reference
  Pro Forma
Condensed
Combined
 

Revenues

  $ 441,088   $ 429,390   $         $ 870,478  

Costs and expenses:

                               

Instruction and educational support

    241,026     185,995     25,421     6a     452,442  

Marketing

    79,025     103,458               182,483  

Admissions advisory

    17,832     29,292               47,124  

General and administration

    45,733     42,438               88,171  

Total costs and expenses

    383,616     361,183     25,421           770,220  

Income from continuing operations

    57,472     68,207     (25,421 )         100,258  

Investment and other income

    462     177               639  

Interest expense

    642                   642  

Income from continuing operations before income taxes

    57,292     68,384     (25,421 )         100,255  

Provision for income taxes

    22,490     25,980     (10,041 )   6b     38,429  

Net income from continuing operations

  $ 34,802   $ 42,404   $ (15,380 )       $ 61,826  

Net income from continuing operations per share:

                               

Basic

  $ 3.28   $ 3.65               $ 2.93  

Diluted

  $ 3.21   $ 3.58               $ 2.88  

Weighted average shares outstanding:

                               

Basic

    10,610     11,614     (1,113 )   6c     21,111  

Diluted

    10,845     11,856     (1,247 )   6c     21,454  

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1. Description of Transaction

        On October 29, 2017, Strayer and Capella entered into the merger agreement. Pursuant to the merger agreement, Merger Sub will merge with and into Capella, with Capella becoming a wholly owned subsidiary of Strayer. In the merger, each share of common stock of Capella will be converted into the right to receive 0.875 newly issued shares of common stock of Strayer (referred to as "combined company shares" as of the consummation of and following the merger).

        Based on the closing price per share of Strayer common stock on NASDAQ on November 30, 2017, the latest practicable date before the date of filing of this joint proxy statement/prospectus for the purposes of calculating the pro forma financial statements, the 0.875 combined company shares that the Capella shareholders will receive in respect of each share of Capella common stock would have an aggregate value of approximately $1,009.3 million.

2. Basis of Presentation

        The accompanying pro forma financial statements were prepared in accordance with Article 11 of Regulation S-X and present the pro forma balance sheet and pro forma statements of income of Strayer based upon the historical financial statements of each of Strayer and Capella, after giving effect to the merger, and are intended to reflect the impact of the merger on Strayer's consolidated financial statements. The historical financial statements of Strayer and Capella have been adjusted in the accompanying pro forma financial statements to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the consolidated results of operations of the combined company.

        The pro forma financial statements combine the statements of income for the year ended December 31, 2016 and the nine months ended September 30, 2017 and the balance sheets as of September 30, 2017 of Strayer and Capella. The presentation of the pro forma financial statements is consistent with how it is currently expected that the combined company will present its financial statements going forward. The pro forma financial statements are consistent with Strayer's accounting policies disclosed in its quarterly and annual reports. The process of conforming the accounting policies of Capella to those of Strayer is ongoing and, at the time of preparing the pro forma financial statements, management is not aware of any material policy differences or necessary financial statement reclassifications other than those identified below. Strayer management is currently conducting an in-depth review of Capella's accounting policies in an effort to determine if additional differences in accounting policies and/or financial statement classification exist that may require additional adjustments to or reclassification of Capella's results of operations, assets or liabilities to conform to Strayer's accounting policies and classifications. As a result of that review, Strayer management may identify differences that, when conformed, could have a material impact on the pro forma financial statements.

        For the purpose of preparing the pro forma financial statements, certain reclassifications were made relative to Strayer's and Capella's historical financial statement line item presentations in order to conform with Regulation S-X, and to conform with that expected of the combined company.

Strayer Reclassifications

       

Balance sheet as of September 30, 2017

       

Reclass Strayer intangibles from other assets

  $ 7,260  

Capella Reclassifications

       

Balance sheet as of September 30, 2017

       

Reclass accrued liabilities to accounts payable and accrued expenses

    30,323  

Reclass deferred rent to other long-term liabilities

    12,641  

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3. Estimation of Consideration Transferred and Assets to be Acquired and Liabilities to be Assumed

        The following is a preliminary estimate of the consideration expected to be deemed to be transferred, assets to be deemed to be acquired, and liabilities to be deemed assumed in the merger, reconciled to the estimate of total consideration expected to be transferred. These preliminary amounts are based on Capella's balance sheet as of September 30, 2017 adjusted to reflect the estimated fair value of the assets and liabilities as of the acquisition date.

(In thousands)
  Amount   Note  

Consideration transferred:

             

Strayer converted stock (0.875 Conversion Ratio)

  $ 1,009,271     (1)  

Value of equity awards accelerated at closing

    19,791             

Incremental value of stock awards assigned to purchase price

    6,968             

Total value to allocate

  $ 1,036,030             

Preliminary purchase price allocation:

             

Current assets:

             

Cash & cash equivalents

  $ 112,216             

Marketable securities, current

    55,113             

Tuition receivable—net

    22,981             

Income taxes receivable

    10,571             

Other current assets

    9,488             

Total current assets

    210,369             

Marketable securities, noncurrent

    19,554             

Property & equipment—net

    36,510             

Goodwill

    688,233     (2)  

Intangibles, net

    241,000     (3)  

Other assets

    8,853             

Total assets

  $ 1,204,519             

Liabilities:

             

Current liabilities:

             

Accounts payable and accrued liabilities

  $ 37,977             

Deferred revenue

    14,356             

Dividends payable

    4,987             

Total current liabilities

    57,320             

Deferred income taxes

    95,916             

Other long-term liabilities

    15,253             

Total liabilities

    168,489             

Total net assets

  $ 1,036,030             

Stockholders' equity:

             

Common stock

  $ 105             

Additional paid-in capital

    1,035,925             

Total stockholders' equity

    1,036,030             

Total liabilities and stockholders' equity

  $ 1,204,519             

(1)
The fair value of the combined company shares is based on the deemed conversion of Capella shares (including those that vest upon a change in control) into combined company shares at the merger exchange ratio. The shares are deemed to have been converted at the fair value of $99.23

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Risk-free interest rate

    1.77 %

Expected volatility

    40.65 %

Expected term (in years)

    4.2  

Dividend yield

    1.06 %
(2)
Goodwill has been calculated as the difference between the estimated acquisition date fair value of the total consideration transferred and the aggregate values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized.

(3)
Identifiable intangible assets are required to be measured at fair value, and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these unaudited pro forma condensed combined financial statements and consistent with the ASC 820 requirements for fair value measurements, it is assumed that all assets will be used, and that all acquired assets will be used in a manner that represents the highest and best use of those acquired assets.

The fair value of identifiable intangible assets is determined primarily using variations of the "income approach," which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. Other valuation methods, including the market approach and cost approach, were also considered in estimating the fair value.

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(In thousands)
  Estimated
Life (Years)
  Estimated
Fair Value
 

Trade names

  Indefinite   $ 163,000  

Student relationships

  3     65,000  

Course content

  3     10,000  

Internally developed software

  3     3,000  

Total identifiable intangible assets

      $ 241,000  

        These estimates are preliminary and subject to change.

4. Pro Forma Adjustments to the Balance Sheet at September 30, 2017

(a)
To record an adjustment to cash for certain estimated transaction costs, including but not limited to fees paid to financial advisors, and fees paid for legal, accounting, and other professional fees directly related to the merger.

(b)
To record adjustments to income tax receivable and to accounts payable and accrued expense based on the preliminary purchase price allocation and the accelerated vesting of Capella's cash and equity awards at the consummation of the merger.

(c)
To record an adjustment to deferred tax assets and liabilities based on the preliminary purchase price allocation and the accelerated vesting of Capella's equity awards at the consummation of the merger.

(d)
To record an adjustment to goodwill based on the preliminary purchase price allocation:
(In thousands)
  September 30,
2017
 

Eliminate historical Capella goodwill

  $ (23,331 )

Goodwill from preliminary purchase price allocation

    688,233  

  $ 664,902  
(e)
To record an adjustment to intangible assets to fair value based on the preliminary purchase price allocation:
(In thousands)
  September 30,
2017
 

Eliminate historical Capella intangible assets

  $ (8,665 )

Intangible assets from preliminary purchase price allocation

    241,000  

  $ 232,335  
(f)
To record an adjustment to state Capella's deferred revenue based on the preliminary purchase price allocation.

(g)
To record an adjustment to other long-term liabilities based on the preliminary purchase price allocation of fair value to Capella's long-term lease arrangements.

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(h)
To record the conversion of the historical shares of Capella common stock into combined company shares based on the share consolidation ratio. This includes the conversion of outstanding stock options, RSU's, and performance units that are to vest immediately upon a change in control.
(In thousands)
  September 30,
2017
 

Eliminate historical Capella common stock, par $0.01

  $ (116 )

Issuance of new combined company shares

    102  

Vesting of Capella stock awards due to change in control

    3  

Total common stock adjustment

  $ (11 )

Eliminate historical Capella additional paid-in capital

  $ (127,056 )

Issuance of new combined company shares

    1,009,169  

Vesting of Capella stock awards due to change in control

    19,788  

Incremental value of Capella stock awards assigned to purchase price

    6,968  

Total additional paid-in capital adjustment

  $ 908,869  
(i)
To eliminate Capella historical other comprehensive loss.

(j)
To eliminate Capella's historical retained earnings and adjust for estimated transaction costs.
(In thousands)
  September 30,
2017
 

Eliminate historical Capella retained earnings

  $ (100,716 )

Adjustment for transaction costs

    (37,745 )

Total retained earnings adjustment

  $ (138,461 )

5. Pro Forma Adjustments to the Statement of Income for the Nine Months Ended September 30, 2017

(a)
To record the change in intangible asset amortization expense based on the estimated fair values assigned to identifiable definite-lived intangibles in the preliminary purchase price allocation, amortized straight-line over each asset's estimated useful life.
(In thousands)
  Nine Months
Ended
September 30,
2017
 

Eliminate historical intangible amortization expense

  $ (539 )

Pro forma amortization expense

    19,500  

Amortization expense adjustment

  $ 18,961  
(b)
To eliminate non-recurring transaction costs included in Strayer's and Capella's historical results, which are directly attributable to the merger.

(c)
To record the income tax expense impact of the pro forma adjustments at Strayer's historical statutory rate of 39.5%. Strayer and Capella operate in multiple jurisdictions, and therefore the statutory rate may not be reflective of the actual impact of the tax effects of the adjustments.

(d)
To record an adjustment to weighted average shares outstanding for: 1) the conversion of Capella common stock, including Capella's accelerated equity awards, to combined company shares at a 0.875-to-one conversion ratio; and 2) estimated vesting of Capella equity awards with change in

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6. Pro Forma Adjustments to the Statement of Income for the Year Ended December 31, 2016

(a)
To record the change in intangible asset amortization expense based on the estimated fair values assigned to identifiable definite-lived intangibles in the preliminary purchase price allocation, amortized straight-line over each asset's estimated useful life.
(In thousands)
  Year Ended
December 31,
2016
 

Eliminate historical intangible amortization expense

  $ (579 )

Pro forma amortization expense

    26,000  

Amortization expense adjustment

  $ 25,421  
(b)
To record the income tax expense impact of the pro forma adjustments at Strayer's historical statutory rate of 39.5%. Strayer and Capella operate in multiple jurisdictions, and therefore the statutory rate may not be reflective of the actual impact of the tax effects of the adjustments.

(c)
To record an adjustment to weighted average shares outstanding for: 1) the conversion of Capella common stock, including Capella's accelerated equity awards, to combined company shares at a 0.875-to-one conversion ratio; and 2) estimated vesting of Capella equity awards with change in control provisions. Capella estimated stock-based compensation expense adjusted to preliminary fair value as a result of the merger was not materially different than what was historically reported in the Capella statement of income.

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DESCRIPTION OF COMBINED COMPANY SHARES

        As a result of the merger and the other transactions described in this joint proxy statement/prospectus, Capella shareholders will become stockholders of Strayer, which we refer to as the combined company after the merger. The rights of former Capella shareholders and the rights of Strayer stockholders as stockholders of the combined company following the consummation of the merger will be governed by the Strayer charter, as amended and restated in connection with the merger, and the Strayer bylaws. For more information about the proposed amendments to the Strayer charter, see "Strayer Proposals." The following description of combined company shares is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the Strayer bylaws and to the form of the amended and restated charter of the combined company that will become effective upon consummation of the merger, which is attached as Annex B to this joint proxy statement/prospectus and incorporated by reference into this joint proxy statement/prospectus, and to the applicable provisions of the MGCL. See also "Comparison of Stockholder Rights."

Authorized Shares of Stock of the Combined Company

        The charter of the combined company will authorize the combined company to issue 32 million shares of common stock, par value $0.01 per share, which are referred to as the "combined company shares," and 8 million shares of preferred stock, par value $0.01 per share.

        As of the close of business on December 6, 2017, the latest practicable date before the filing of this joint proxy statement/prospectus, there were 11,167,425 shares of Strayer common stock outstanding (the holders of which are entitled to one vote per share on matters voted on by Strayer stockholders).

        Upon the effective time, each Capella share issued and outstanding immediately prior to the effective time (other than shares held in treasury or held by Strayer, Capella or Merger Sub or any of their respective wholly owned subsidiaries) will be converted into the right to receive 0.875 combined company shares (plus cash in lieu of fractional shares).

        We expect a total of approximately 10.5 million combined company shares to be issued to Capella shareholders in connection with the merger. We expect that, immediately following the consummation of the merger, there will be a total of approximately 21.7 million combined company shares outstanding.

Common Stock

        The holders of combined company shares will have and possess all rights pertaining to the stock of the combined company, subject to the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms and conditions of redemption of any class or series of preferred stock of the combined company that may in the future be issued with any preference or priority over the common stock.

Voting

        Except as may be provided for under the terms of any class or series of preferred stock that may in the future be issued, the holders of the combined company shares will have the sole power to vote for the election of directors and for all other purposes.

        No holder of combined company shares will have the right to cumulative voting in the election of directors of the combined company, which means that holders of a majority of the combined company shares entitled to vote generally in the election of directors can elect all of the directors then standing for election and the holders of the remaining combined company shares will not be able to elect any directors.

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        Under Maryland law, a corporation generally cannot dissolve, amend its charter, merge, convert into another form of entity, sell all or substantially all of its assets or engage in a statutory share exchange, unless declared advisable by the board of directors and approved by stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of such matters by a lesser percentage, but not less than a majority of all the votes entitled to be cast on the matter. The charter of the combined company provides for approval of such matters by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Dividends

        Except as otherwise provided by law or under the terms of any class or series of preferred stock that may in the future be issued by the combined company, the holders of combined company shares will be entitled to receive such dividends as from time to time may be authorized by the board of directors of the combined company and declared by the combined company.

Liquidation

        In the event of any liquidation, dissolution or winding up of the combined company, whether voluntary or involuntary, subject to the rights, if any, of the holders of any outstanding class or series of preferred stock, the holders of combined company shares will be entitled to share ratably according to the number of shares held by them in all assets of the combined company available for distribution to its stockholders.

Preemptive or Similar Rights

        Holders of combined company shares will not have preemptive rights, which means that they will not have an automatic option to purchase any shares that the combined company may issue, or preference, conversion, sinking fund or redemption rights.

Preferred Stock

        The amended and restated charter of the combined company authorizes the board of directors, without stockholder approval, to classify (or reclassify) and issue one or more series of preferred stock and to set the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms or conditions of redemption of such shares. Because the board of directors of the combined company has the power to establish the preferences and rights of each series of preferred stock, it may afford the holders of any such series of preferred stock preferences, powers and rights that are senior to the rights of holders of combined company shares. Holders of preferred stock are normally entitled to receive a preference payment, if the combined company were to liquidate, dissolve or wind up, before any payment is made to holders of combined company shares.

Takeover Defense

        Certain provisions of the charter and bylaws of the combined company and of the MGCL will have anti-takeover effects and could delay, discourage, defer or prevent a tender offer or other takeover attempt that a stockholder might consider to be in the stockholder's best interests, including attempts that might result in a premium over the market price for the combined company shares held by stockholders, and may make removal of the incumbent management and directors more difficult.

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Authorized Shares

        The authorized but unissued combined company shares and preferred stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued combined company shares and preferred stock could render more difficult or discourage an attempt to obtain control of the combined company by means of a proxy contest, tender offer, merger or otherwise.

        The board of directors of the combined company will have the sole authority to determine the terms of any one or more class or series of preferred stock, including voting rights, dividend rates, conversion and redemption rights and liquidation preferences. As a result of the ability to fix voting rights for a class or series of preferred stock, the board of directors of the combined company will have the power to issue a class or series of preferred stock to persons friendly to management in order to attempt to block a tender offer, merger or other transaction by which a third-party seeks control of the combined company, and thereby assist members of management to retain their positions.

Requirements for Advance Notification of Stockholder Nominations

        The bylaws of the combined company establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors of the combined company or a committee of the board of directors of the combined company.

Stockholder Meetings

        The bylaws of the combined company provide that special meetings of the stockholders may be called for any purpose or purposes at any time by the Chief Executive Officer of the combined company or the board of directors of the combined company. In addition, the secretary of the combined company is required to call a special meeting upon the written request of a holder, or a group of holders, entitled to cast at least 25% of the votes entitled to be cast at such meeting, subject to certain restrictions.

Action by Stockholders Without a Meeting

        Under Maryland law, in order for any action required or permitted to be taken at a meeting of the stockholders of the combined company to be taken without a meeting, a consent in writing or by electronic transmission setting forth the action so taken, must be given by all of the stockholders of the combined company entitled to vote with respect to the matter thereof. The bylaws of the combined company also require a waiver of any right to dissent from any stockholder would be entitled to notice of a stockholder meeting but is not entitled to vote on the matter.

Other Matters

Number of Directors

        The bylaws of the combined company provide that the size of the combined company's board of directors shall be up to 12 directors or such other number as may be determined from time to time by a majority of the board of directors of the combined company. Prior to the merger, the merger agreement requires the Strayer board of directors to take all action necessary to increase the number of directors to 12 so that, as of the effective time, the board of directors of the combined company will consist of (a) nine directors designated by Strayer, (b) J. Kevin Gilligan, Chief Executive Officer of Capella, and (c) two additional designees who are currently members of the Capella board of directors

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and are recommended by Mr. Gilligan. In addition, one of the two additional Capella designees will be appointed to serve on the Compensation Committee of the combined company.

Limitation on Director's Liability

        The charter of the combined company provides that, to the fullest extent permitted by Maryland law, the liability of any director or officer to the combined company or its stockholders for money damages shall be limited to the sum of $10.00, provided that nothing contained in such provision of the charter shall limit the liability of a director or officer (i) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

Business Combinations

        Under Maryland law, "business combinations" between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

        A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he, she or it otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board of directors.

        After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

        These super-majority vote requirements do not apply if the corporation's common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for his, her or its shares.

        The statute permits various exemptions from its provisions, including business combinations involving a corporation whose original charter has a provision electing not to be subject to the statute. The charter of the combined company includes such an election. Consequently, the five-year

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prohibition and the super-majority vote requirements will not apply to business combinations to which the combined company may be party.

        There can be no assurance that the combined company's charter will not be amended in the future to eliminate that election, in which case the business combination statute may discourage others from trying to acquire control of the combined company and delay or prevent a transaction or change in control which might involve a premium price for the combined company shares or otherwise be in the best interest of the stockholders. However, any such amendment to the combined company's charter will require the affirmative vote of a majority of all the votes entitled to be cast by stockholders on the matter.

Control Share Acquisitions

        Maryland law provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter, excluding shares:

        "Control shares" mean voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer in respect of which the acquirer can exercise or direct the exercise of voting power, would entitle the acquiring person to exercise voting power in electing directors within one of the following ranges of voting power:

        Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A control share acquisition occurs when, subject to some exceptions, a person directly or indirectly acquires ownership or the power to direct the exercise of voting power (except solely by virtue of a revocable proxy) of issued and outstanding control shares. A person who has made or proposes to make a control share acquisition, upon satisfaction of some specific conditions, including an undertaking to pay expenses, may compel the board of directors to call a meeting of the stockholders to be held within fifty (50) days of a request to consider the voting rights of the control shares. If no request for a meeting is made, we may present the question at any stockholders' meeting.

        If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement on or before the tenth (10th) day after the control share acquisition as required by the statute, then, subject to some conditions and limitations, we may acquire any or all of the control shares (except those for which voting rights have been previously approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or if a meeting of stockholders at which the voting rights of such shares are considered and not approved is held, as of the date of such meeting. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition. The control share acquisition

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statute does not apply to shares acquired in a merger, consolidation, or share exchange if we are a party to the transaction or to acquisitions approved or exempted by our charter or bylaws.

        As permitted by the MGCL, the charter of the combined company contains a provision exempting from the control share acquisition statute any and all acquisitions of combined company shares by any person. There can be no assurance that the combined company's charter will not be amended in the future to eliminate that provision, in which case the control share acquisition statute may discourage others from trying to acquire control of the combined company and may delay or prevent a transaction or change in control which might involve a premium price for the combined company shares or otherwise be in the best interests of its stockholders. However, any such amendment to the combined company's charter will require the affirmative vote of a majority of all the votes entitled to be cast by stockholders on the matter.

Additional Provisions of Maryland Law

        Maryland law provides that a Maryland corporation that is subject to the Exchange Act and has at least three independent directors can elect by resolution of the board of directors to be subject to some corporate governance provisions that may be inconsistent with the corporation's charter and bylaws. Under the applicable statute, a board of directors may classify itself without the vote of stockholders. A board of directors classified in that manner cannot be declassified by amendment to the charter of the corporation. Further, the board of directors may, by electing into applicable statutory provisions and notwithstanding the charter or bylaws:

        In addition, if the board of directors is classified, a director elected to fill a vacancy under this provision will serve for the balance of the unexpired term instead of until the next annual meeting of stockholders. A board of directors may implement all or any of these provisions without amending the charter or bylaws and without stockholder approval. A corporation may be prohibited by its charter or by resolution of its board of directors from electing any of the provisions of the statute. The combined company is not prohibited from implementing any or all of the possible statutory elections.

Amendment of the Organizational Documents

        Except for those amendments permitted to be made without stockholder approval, such as changing the name of the combined company, the combined company charter may be amended, after approval by the board of directors, by the affirmative vote of a majority of the votes entitled to be cast on the matter. The combined company bylaws may be amended in any manner not inconsistent with the charter by a majority vote of the board of directors or by the affirmative vote of stockholders holding a majority of the combined company shares entitled to vote on the matter.

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COMPARISON OF STOCKHOLDER RIGHTS

        The rights of Capella shareholders are governed by the Capella articles of incorporation and the Capella bylaws, as well as the MBCA. The rights of Strayer stockholders are governed by the Strayer charter and the Strayer bylaws, as well as the MGCL. Upon consummation of the merger, the rights of the stockholders of the combined company will be governed by the amended and restated charter of the combined company, which is attached as Annex B to this joint proxy statement/prospectus and the bylaws of the combined company, which is filed as an exhibit to the registration statement to which this joint proxy statement/prospectus relates, both of which are incorporated by reference into this joint proxy statement/prospectus, as well as the MGCL.

        The following is a summary discussion of the material differences, as of the date of this joint proxy statement/prospectus, between the current rights of Capella shareholders and the current rights of the Strayer stockholders and the rights of stockholders in the combined company following the merger. The rights described with respect to Strayer stockholders and combined company stockholders are the same unless otherwise indicated. Please consult the MGCL and the respective articles of incorporation and bylaws of Strayer and the combined company for a more complete understanding of these differences.

        The following description does not purport to be a complete statement of all the differences, or a complete description of the specific provisions referred to in this summary. The identification of specific differences is not intended to indicate that other equally or more significant differences do not exist. Stockholders should read carefully the relevant provisions of the MGCL, the Strayer charter and the Strayer bylaws (including the proposed amendment and restatement of the Strayer charter), the MBCA, the Capella articles of incorporation and the Capella bylaws and the charter and bylaws of the combined company. Capella and Strayer have filed with the SEC their respective governing documents referenced in this summary of stockholder rights and will send copies to you without charge, upon your request. See "Where You Can Find More Information."

Capitalization

Capella

        The current authorized shares of capital stock of Capella consists of:

        As of the close of business on December 6, 2017, the latest practicable date before the filing of this proxy statement/prospectus, there were 11,623,793 shares of Capella common stock issued and outstanding and no undesignated shares issued and outstanding.

Strayer

        The currently authorized shares of capital stock of Strayer consists of:

        As of the close of business on December 6, 2017, the latest practicable date before the filing of this proxy statement/prospectus, there were 11,167,425 shares of Strayer common stock issued and outstanding, and no shares of Strayer preferred stock outstanding.

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Combined Company

        The authorized shares of capital stock of the combined company will consist of:

        We expect that, immediately following the effective time, there will be a total of approximately 21.7 million company shares issued and outstanding and no shares of preferred stock outstanding.

Dividends and Other Distributions

Capella

        Dividends and other distributions to Capella shareholders may be declared by the Capella board of directors, subject to the applicable provisions of the MBCA.

Strayer/Combined Company

        Dividends to Strayer/combined company stockholders payable in cash, property or Strayer stock may be authorized by the Strayer board of directors, subject to the applicable provisions of the MGCL and the Strayer charter and declared by Strayer.

Preemptive Rights

Capella

        No holder of shares of Capella common stock has any preemptive rights.

Strayer/Combined Company

        No holder of shares of Strayer common stock has any preemptive rights.

Dissenters' Rights/Appraisal Rights

Capella

        Under the MBCA, shareholders of a Minnesota corporation are permitted to dissent from, and obtain payment for the fair value of their shares in the event of certain corporate actions such as: (i) any amendment of the articles of the corporation which alters or abolishes a preferential right of the shares, (ii) entry by the corporation into a plan of merger, or (iii) any other corporate action taken pursuant to a shareholder vote with respect to which the articles, the bylaws, or a resolution approved by the board directs that dissenting shareholders may obtain payment for their shares. However, shareholders do not have dissenters' rights if the shares of stock they hold at the record date for determination of shareholders entitled to notice of the shareholders meeting at which shareholders are to vote on the proposed corporate action are listed on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, or the NASDAQ Global Select Market, except if the shareholders are required to accept for such shares anything other than shares, or cash in lieu of fractional shares, of any class or any series of shares, or any other ownership interest, of any other organization which is similarly listed on the above-mentioned national securities markets at the time the corporate action becomes effective.

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Strayer/Combined Company

        Under the MGCL, stockholders of a Maryland corporation are granted appraisal rights in certain circumstances, including if: (i) the corporation consolidates or merges with another corporation; (ii) a stockholder's stock is to be acquired in a share exchange, or (iii) the corporation amends its charter in a way which alters the contract rights of any outstanding stock and substantially adversely affects the stockholder's rights. The stockholders can seek appraisal of fair value for their shares as of a date to be determined by the MGCL, depending on the type of transaction involved. A stockholder seeking appraisal rights must follow certain procedures specified in the MGCL, including, filing a written objection to the proposed transaction with the corporation.

        Subject to the MGCL, stockholders are not permitted appraisal rights in a number of circumstances, including if any shares of the class or series of the stock are listed on a national securities exchange, on the date notice is given of a merger or on the record date, depending on the kind of transaction or the stock is not entitled to be voted on the transaction. As long as Strayer's shares are listed on the NASDAQ, Strayer stockholders will not have appraisal rights if they object to such a transaction.

Number and Election of Directors

Capella

        The Capella bylaws provide for a board of directors consisting of a number of directors determined by the board of directors, but in no event may the number of directors be fewer than one (1). Capella currently has nine (9) directors. In accordance with the MBCA and the Capella articles of incorporation, Capella directors are elected by a majority of the voting power of the shares present and entitled to vote on the election of directors, provided a quorum is present. In addition, under the current articles of incorporation of Capella, shareholders do not have any cumulative voting rights.

Strayer/Combined Company

        The Strayer bylaws provide for a board of directors consisting of up to twelve (12) directors or any other number as shall be determined by a majority of the board of directors. Strayer currently has ten directors. Under the MGCL, because the Strayer charter does not provide for cumulative voting, no stockholder has the right to cumulate votes. In addition, in accordance with the Strayer bylaws, each director shall be elected by a majority of votes cast with respect to such director at any meeting for the election of directors at which a quorum is present. If, as of a date that is fourteen (14) days in advance of the date Strayer files its definitive proxy statement with the SEC (regardless of whether or not the proxy statement is thereafter revised or supplemented), the number of director nominees exceeds the number of directors to be elected, then each director shall be elected by a plurality of the votes cast in person or by proxy at such meeting.

Term of Directors

Capella

        In accordance with the Capella bylaws, the Capella board of directors shall serve for an indefinite term that expires at the next regular meeting of the shareholders. A director of Capella shall hold office until a successor is elected and has qualified or until the earlier death, resignation, removal or disqualification of the director.

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Strayer/Combined Company

        All of the directors of Strayer are elected each year at the annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until their respective successors are elected and qualify.

Removal or Resignation of Directors

Capella

        Capella directors may be removed at any time with or without cause, by the affirmative vote of the holders of a majority of the voting power of all Capella shares entitled to vote at an election of directors. Under the MBCA, Capella directors may also be removed with or without cause at any time: (i) if the director was named by the board of directors to fill a vacancy, (ii) if the Capella shareholders have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal, and (iii) if a majority of the remaining directors present affirmatively vote to remove the director.

Strayer/Combined Company

        Strayer directors may be removed at any time by Strayer stockholders, with or without cause, by the affirmative vote of a majority of all votes entitled to be cast generally in the election of directors. Under the Strayer bylaws, Strayer directors may resign at any time by giving written notice of the resignation to the chief executive officer or the secretary at the principal office of Strayer. Unless otherwise specified therein, the resignation shall take effect upon receipt thereof. In addition, under the MGCL, a resignation given in writing or by electronic transmission may provide that such resignation will be effective at a later time or on the occurrence of an event, that such resignation is irrevocable on the occurrence of the event, and that if the resignation will be effective on the failure of the director to receive a specified vote for reelection, the resignation is irrevocable.

Vacancies on the Board of Directors

Capella

        The Capella bylaws provide that any vacancy on the board of directors resulting from the death, resignation, removal or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum. In addition, vacancies on the board of directors resulting from newly created directorships may be filled by the affirmative vote of a majority of the directors serving at the time such directorships are created.

        Each person elected to fill a vacancy shall hold office until a qualified successor is elected by the shareholders at the next regular meeting or at any special meeting duly called for that purpose.

Strayer/Combined Company

        The Strayer bylaws, consistent with the MGCL, provide that a vacancy on the Strayer board of directors resulting from the removal of a director may be filled by the stockholders. A vacancy occurring on the board of directors other than by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum. Any directorship to be filled by reason of an increase in the number of directors may be filled by a majority of the entire Strayer board of directors.

        A director elected by the Strayer board of directors to fill a vacancy shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies. A director

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elected by the stockholders to fill a vacancy which results from the removal of a director, shall serve for the balance of the term of the removed director.

Advance Notice of Stockholder Proposals

Capella

        Subject to the requirements of the MBCA and the Exchange Act, the Capella bylaws require that a shareholder who desires to nominate a candidate for election to the board of directors at an annual meeting or a special meeting, or present business at an annual meeting, must be entitled to vote both at the time of giving notice and at the time of the actual meeting, as well comply with the notice procedures under the Capella bylaws. Such shareholder must provide notice to the secretary of Capella in advance of the meeting. The business conducted at a special meeting shall be limited to the purposes stated in Capella's notice of the special meeting.

        In the case of an annual meeting, a shareholder's notice of nominations or notice of any business must be delivered to the secretary of Capella, or mailed and received by the secretary of Capella at the principal executive office of Capella, not more than 120 days and not less than ninety (90) days before the first anniversary of the date of the preceding year's annual meeting of shareholders. However, if the date of the annual meeting of shareholders is more than thirty (30) days before such anniversary date, notice by a shareholder shall be timely only if so delivered or so mailed and received not more than 120 days and not less than ninety (90) days before such annual meeting or, if later, within ten (10) days after the first public announcement of the date of such annual meeting. In the case of a special meeting called for the purpose of electing directors to the board or if a regular meeting other than an annual meeting is held, a shareholder's notice of nominations must be delivered to the secretary of Capella, or mailed and received by the secretary of Capella at the principal executive office of Capella, not more than 120 days and not less than ninety (90) days before such special meeting or such regular meeting or, if later, within ten (10) days after the first public announcement of the date of such special meeting or such regular meeting. Except to the extent otherwise required by law, the adjournment of a regular or special meeting of shareholders shall not commence a new time period for the giving of a shareholder's notice as described above.

Strayer/Combined Company

        Subject to the requirements of the MGCL and the Exchange Act, the Strayer bylaws allow a stockholder to nominate a candidate for election to the board at an annual meeting and special meeting and propose business to be considered at an annual meeting, as long as the stockholder (i) is a stockholder of record both at the time of giving notice as provided under the Strayer bylaws and at the time of the meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the advance notice and information requirements contained in the Strayer bylaws. Only such business shall be conducted at a special meeting which has been brought before the meeting pursuant to Strayer's notice of meeting. In addition, a Strayer stockholder who desires to nominate a candidate for election to the board of directors at a special meeting can do so provided that the Strayer board of directors has determined that directors shall be elected at such special meeting.

        A Strayer stockholder who desires to nominate a candidate for election to the board of directors or present business at an annual meeting must provide timely notice in writing to the secretary of Strayer and such other business must otherwise be a proper matter for action by the Strayer stockholders at an annual meeting. In order to be timely, a stockholder's notice shall either (i) be sent to Strayer in compliance with the requirements of Regulation 14A (or any successor provision) under the Exchange Act, if the proposal is submitted under such regulation, or (ii) be delivered to the secretary at the principal offices of Strayer before 5:00 p.m., Eastern time, not less than ninety (90) days nor more than 120 days before the first anniversary of the date of Strayer's proxy

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statement for the previous year's annual meeting, and shall include all of the information required by Strayer's bylaws. However, if the annual meeting is advanced or delayed by more than thirty (30) days from the anniversary of the date of the previous year's annual meeting, the timely notice by the Strayer stockholder must be delivered before 5:00 p.m., Eastern time, not earlier than 120 days before the annual meeting and not later than the later of ninety (90) days before the annual meeting or the tenth (10th) day following the day on which public announcement of the date of the annual meeting is first made. The announcement of a postponement of an annual meeting after notice of the meeting has been given or an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder's notice. In the event that the number of directors to be elected is increased and there is no public announcement of the increase at least 100 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required under the Strayer bylaws also shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal office of Strayer not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by Strayer.

        In the case of a special meeting organized by Strayer for the purpose of electing one or more directors, a stockholder may nominate a person for election as a director, as specified in Strayer's notice of meeting if such stockholder (i) was a stockholder of record both at the time of giving notice as provided under the Strayer bylaws and at the time of the meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the advance notice and information requirements contained in the Strayer bylaws. The bylaws require that the stockholder's notice, containing all the information required under the bylaws, be delivered to the secretary at the principal office of Strayer before 5:00 p.m., Eastern time, not earlier than 120 days before the special meeting and not later than the later of ninety (90) days before the special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at the special meeting. The announcement of a postponement of a special meeting after notice of the meeting has been given or an adjournment of a special meeting shall not commence a new time period for the giving of a stockholder's notice under the bylaws.

Proxy Access

Capella

        The Capella bylaws do not contain a proxy access provision.

Strayer/Combined Company

        The Strayer bylaws do not contain a proxy access provision.

Voting

Capella

        Each outstanding share of Capella common stock is entitled to one vote on all matters submitted to a vote of Capella shareholders.

Strayer/Combined Company

        Each outstanding share of Stayer common stock is entitled to one vote on all matters submitted to a vote of Strayer stockholders.

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Special Stockholder Meetings

Capella

        The Capella bylaws provide that a special meeting of the shareholders may be called for any purpose or purposes at any time by (i) the chief executive officer, (ii) the chief financial officer, (iii) the board of directors or any two or more members thereof, or (iv) one or more shareholders holding not less than 10% of the voting power of all shares entitled to vote. However, a special meeting of the shareholders for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the board of directors for that purpose, must be called by shareholders holding not less than 25% of the voting power of all shares entitled to vote. These shareholders requesting a special meeting of the shareholders shall demand such special meeting by written notice given to the chief executive officer or the chief financial officer of Capella specifying the purposes of such meeting.

Strayer/Combined Company

        The Strayer bylaws provide that special meetings of stockholders for any purpose or purposes may be called at any time by (i) the chief executive officer, (ii) the board of directors, or (iii) by the secretary upon the written request of stockholders entitled to cast at least 25% of all votes entitled to be cast at the meeting, subject to certain restrictions.

Stockholder Action by Written Consent

Capella

        The Capella bylaws provide that any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those shareholders, unless a different effective time is provided in the written action.

Strayer/Combined Company

        Under Maryland law and the Strayer bylaws, in order for any action required or permitted to be taken at a meeting of the stockholders to be taken without a meeting, a consent in writing or by electronic transmission setting forth the action so taken, must be given by all of the stockholders entitled to vote with respect to the matter thereof. The Strayer bylaws also require a waiver of any right to dissent from any stockholder would be entitled to notice of a stockholder meeting but is not entitled to vote on the matter.

Shareholder and Stockholder Rights Plans

Capella

        Capella is not a party to a shareholder rights plan.

Strayer

        Strayer is not a party to a stockholder rights plan.

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Combined Company

        The combined company will not be a party to a stockholder rights plan. However, the combined company may in the future adopt a stockholder rights plan if the board of directors of the combined company so determines.

Charter Amendments

Capella

        Under the MBCA, a proposed amendment to the Capella articles of incorporation that is approved by the affirmative vote of a majority of the directors present, or that is proposed by a shareholder or shareholders holding three percent (3%) or more of the voting power of the shares entitled to vote, is adopted if it is approved by the holders of the greater of (i) a majority of the voting power of the shares present and entitled to vote on that item of business, or (ii) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting.

Strayer/Combined Company

        Under the MGCL and the Strayer charter, the Strayer board of directors must declare an amendment to the Strayer charter to be advisable and direct that it be submitted to the stockholders for approval. Any amendment must generally be approved by a majority of all the votes entitled to be cast by stockholders on the matter.

Amendment of Bylaws; New Bylaws

Capella

        The Capella board of directors has the power to adopt, amend or repeal the Capella bylaws, subject to the power of the shareholders to change or repeal the same. However the Capella board of directors cannot adopt, amend or repeal any provisions of the Capella bylaws fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the board of directors, or fixing the number of directors or their classifications, qualifications or terms of office. The Capella board of directors may adopt or amend the Capella bylaws to increase the number of directors.

Strayer/Combined Company

        The Strayer bylaws provide that they may be amended or repealed (i) by an affirmative vote of a majority of the Strayer board of directors or (ii) by an affirmative vote of stockholders holding a majority of shares of Strayer common stock then outstanding and entitled to vote on the matter.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF CAPELLA

        The following table sets forth information with respect to the beneficial ownership of Capella common stock as of December 6, 2017 by:

        Beneficial ownership is determined in accordance with the SEC's rules. The SEC has defined "beneficial" ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. In computing percentage ownership of each person, shares of common stock subject to options, warrants or rights held by that person that are currently exercisable, or exercisable within 60 days of December 6, 2017, are deemed to be outstanding and beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

        To Capella's knowledge and except as indicated in the notes to this table and pursuant to applicable community property laws, each shareholder named in the table has sole voting and investment power with respect to the shares set forth opposite such shareholder's name. Percentage of ownership is based on 11,623,793 shares of Capella common stock outstanding on December 6, 2017. All fractional common share amounts have been rounded to the nearest whole number. The address

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for each executive officer and director is Capella Education Company, Capella Tower, 225 South 6th Street, 9th Floor, Minneapolis, Minnesota 55402.

Name and Address of Beneficial Owner
  Amount and Nature
of Beneficial
Ownership
  Percent of Capella
Common Stock
 

5% or more Stockholders

             

BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055

    1,471,234     12.66 %

The Vanguard Group, Inc.(2)
100 Vanguard Blvd.
Malvern, PA 19355

    1,178,258     10.14 %

T. Rowe Price Associates, Inc.(3)
100 E. Pratt Street
Baltimore, MD 21202

    1,108,335     9.54 %

Renaissance Technologies(4)
800 Third Avenue
New York, NY 10022

    946,025     8.14 %

Royce & Associates, LLC(5)
745 Fifth Avenue
New York, NY 10151

    878,655     7.56 %

Directors and Named Executive Officers

   
 
   
 
 

Rita D. Brogley(6)

    3,738     *  

H. James Dallas

    5,597     *  

J. Kevin Gilligan(7)

    121,103     1.04 %

Renee L. Jackson(8)

    4,221     *  

Michael A. Linton

    9,860     *  

Michael L. Lomax(9)

    8,967     *  

Jody G. Miller(10)

    12,050     *  

Steven L. Polacek(11)

    28,529     *  

Peter M. Ramstad(12)

    6,288     *  

David W. Smith(13)

    27,880     *  

Jeffrey W. Taylor(14)

    18,844     *  

Darrell R. Tukua(15)

    8,245     *  

Andrew E. Watt(16)

    2,252     *  

All directors and executive officers as a group (14 persons)(17)

    258,694     2.21 %

*
Denotes less than 1.0% beneficial owner.

(1)
Based on (i) a Form 13F filed under the Exchange Act on November 14, 2017, reporting beneficial ownership as of September 30, 2017 (the "BlackRock Form 13F") and (ii) reports provided to Morningstar, Inc. (the "Morningstar Reports") reporting beneficial ownership as of November 30, 2017. The securities are beneficially owned by subsidiaries of BlackRock, Inc. and BlackRock, Inc. reports having sole voting power over 1,429,241 shares and sole dispositive power over 1,453,940 shares as of September 30, 2017 based on the BlackRock Form 13F. The Morningstar Reports do not distinguish between voting and dispositive power of 17,294 shares held by a subsidiary of BlackRock, Inc. as of November 30, 2017.

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(2)
Based on a Schedule 13G/A filed under the Exchange Act on October 10, 2017, reporting beneficial ownership as of September 30, 2017, The Vanguard Group, Inc. reports having sole voting power over 21,853 shares, and shared voting power over 962 shares, and shared dispositive power over 21,818 shares and sole dispositive power over 1,156,440 shares as of December 31, 2016. Of the 1,178,258 shares beneficially owned, Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 20,856 shares, and Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc. is the beneficial owner of 1,959 shares.

(3)
Based solely on a Form 13F filed under the Exchange Act on November 14, 2017, reporting beneficial ownership as of September 30, 2017. T. Rowe Price Associates, Inc. ("Price Associates") reports having sole voting power over 350,835 shares and sole dispositive power over 1,108,335 shares, but Price Associates is not the beneficial owner of the securities, which beneficial ownership is expressly denied by Price Associates. Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time.

(4)
Based solely on a Form 13F filed under the Exchange Act on November 13, 2017, reporting beneficial ownership as of September 30, 2017. Renaissance Technologies, LLC reports having sole voting power over 928,800 shares and sole dispositive power over 946,025 shares. The securities are beneficially owned by Renaissance Technologies Holdings Corporation on behalf of itself and its subsidiary, Renaissance Technologies, LLC.

(5)
Based solely on a Form 13F filed under the Exchange Act on November 13, 2017, reporting beneficial ownership as of September 30, 2017. The securities are beneficially owned by Royce & Associates, LLC, having sole voting and sole dispositive power over the shares.

(6)
Includes 1,844 deferred stock units held by Ms. Brogley.

(7)
Consists of (1) 63,258 shares held by Mr. Gilligan, and (2) 57,845 shares underlying options granted to Mr. Gilligan that are exercisable within 60 days.

(8)
Consists of (1) 502 shares held by Ms. Jackson and (2) 3,719 shares underlying options granted to Ms. Jackson that are exercisable within 60 days.

(9)
Includes 5,465 deferred stock units held by Dr. Lomax

(10)
Includes 1,894 deferred stock units held by Ms. Miller.

(11)
Consists of (1) 21,007 shares held by Mr. Polacek, and (2) 7,452 shares underlying options granted to Mr. Polacek that are exercisable within 60 days.

(12)
Consists of (1) 2,275 shares held by Mr. Ramstad and (2) 4,013 shares underlying options granted to Mr. Ramstad that are exercisable within 60 days.

(13)
Includes 1,727 deferred stock units held by Mr. Smith.

(14)
Includes 5,465 deferred stock units held by Mr. Taylor.

(15)
The shares controlled by Mr. Tukua as trustee of the Darrell R. Tukua Revocable Trust.

(16)
Consists of (1) 1,805 shares held by Mr. Watt and (2) 447 shares beneficially held by Mr. Watt in the Company's 401(k) Plan.

(17)
Includes 74,131 shares underlying options granted to our directors and executive officers that are exercisable within 60 days.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF STRAYER

        The following table sets forth certain information regarding the ownership of Strayer's common stock as of December 6, 2017 (except as otherwise indicated), by each person known by Strayer's management to be the beneficial owner of more than five percent (5%) of the outstanding shares of Strayer common stock, each of Strayer's directors, its Executive Chairman, CEO, and three other named executive officers and all executive officers and directors as a group. The information presented in the table is based upon the most recent filings with the SEC by those persons or upon information otherwise provided by those persons to Strayer. The percentages reflected in the table for each beneficial owner are calculated based on the number of shares of common stock outstanding on December 6, 2017 plus those shares of common stock that are subject to options held by the applicable beneficial owner that are currently exercisable or exercisable within sixty days of December 6, 2017 and those shares of common stock issuable upon the vesting of restricted stock united held by the applicable beneficial owner within sixty days of December 6, 2017.

Name of Beneficial Owner
  Common Stock
Beneficially
Owned(a)
  Common Stock
Issuable within
60 days
  Total   Percentage
Owned
 

Stockholders:

                         

T. Rowe Price Associates, Inc.(b)

    1,886,459         1,886,459     16.9 %

BlackRock Institutional Trust Company, N.A.(c)

    1,212,312         1,212,312     10.9 %

The Vanguard Group, Inc.(d)

    1,115,808         1,115,808     10.0 %

Capital Research & Management Co.(e)

    845,750         845,750     7.6 %

Directors:

                         

Robert S. Silberman

    271,800     100,000     371,800     3.3 %

Dr. Charlotte F. Beason

    13,732         13,732       *

Sen. William E. Brock

    8,113         8,113       *

Dr. John T. Casteen, III

    8,831         8,831       *

Nathaniel C. Fick

    1,660         1,660       *

Robert R. Grusky

    12,348         12,348       *

Karl McDonnell

    150,205         150,205     1.3 %

Todd A. Milano

    22,250         22,250       *

G. Thomas Waite, III

    11,899         11,899       *

J. David Wargo

    10,282         10,282       *

Named Executive Officers:

                         

Brian W. Jones

    38,047         38,047       *

Daniel W. Jackson

    50,947         50,947       *

Thomas J. Aprahamian

    13,913         13,913       *

All Executive Officers and Directors (13 persons)

    614,027     100,000     714,027     6.3 %

*
represents less than 1%

(a)
For directors and officers, the number of shares of common stock beneficially owned includes shares of restricted stock, which the holder is entitled to vote, and restricted stock units.

(b)
Based on a Schedule 13F filed with the SEC on November 15, 2017. These securities are owned by various individual and institutional investors including T. Rowe Price Mid-Cap Value Fund, Inc. (which owns 1,432,264 shares, representing 12.8% of the shares outstanding), for which T. Rowe Price Associates, Inc. ("Price Associates") serves as investment adviser with power to direct investments and/or sole power to vote securities. For purposes of the reporting requirement of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address is: 100 E. Pratt Street, Baltimore, MD 21202.

(c)
Based on a Schedule 13F filed with the SEC on November 15, 2017. The address of BlackRock, Inc. is: 55 East 52nd Street, New York, NY 10055.

(d)
Based on a Schedule 13F filed with the SEC on November 15, 2017. The address of The Vanguard Group is: 100 Vanguard Blvd., Malvern, PA 19355.

(e)
Based on a Schedule 13F filed with the SEC on November 15, 2017. The address of Capital Research & Management Co. is: 333 S. Hope ST., Los Angeles, CA, 90071.

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LEGAL MATTERS

        The validity of the shares of common stock of the combined company to be issued pursuant to the merger will be passed upon for Strayer by Miles & Stockbridge P.C., 100 Light Street, Baltimore, MD 21202. Kirkland & Ellis LLP, counsel to Strayer, 601 Lexington Avenue, New York, NY 10022, will deliver an opinion as to certain tax matters. Latham & Watkins LLP, counsel to Capella, 650 Town Center Drive, 20th Floor, Costa Mesa, CA 92626, will deliver an opinion as to certain tax matters.

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EXPERTS

        The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) of Strayer Education, Inc., incorporated in this joint proxy statement/prospectus by reference to the Annual Report on Form 10-K of Strayer Education, Inc., for the year ended December 31, 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of Capella Education Company included in Capella Education Company's Annual Report (Form 10-K) for the year ended December 31, 2016 including the schedule appearing therein, and the effectiveness of Capella Education Company's internal control over financial reporting as of December 31, 2016 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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CAPELLA ANNUAL MEETING SHAREHOLDER PROPOSALS

        Capella intends to hold an Annual Meeting of Shareholders in 2018 only if the merger has not already been consummated by, or shortly after, the time at which Capella's 2018 Annual Meeting would normally take place. All shareholder nominations for director or other shareholder proposals intended to be considered for inclusion in Capella's proxy material for the 2018 Annual Meeting of Shareholders must have been received by Capella no later than November 23, 2017 and must comply with all applicable SEC and other rules. In addition, under the Capella bylaws, if a shareholder wishes to present an item of proper business at the 2018 Annual Meeting of Shareholders (other than a proposal submitted for inclusion in Capella's proxy statement pursuant to SEC rules), the shareholder must give advance written notice to Capella's corporate secretary at Capella's corporate headquarters, Capella Tower, 225 South Sixth Street, 9th Floor, Minneapolis, Minnesota 55402, not less than ninety (90) days nor more than 120 days before the first anniversary of the date of the proxy statement for the 2017 annual meeting. As a result, any notice given by a shareholder pursuant to these provisions in the Capella bylaws must be received no earlier than November 23, 2017 and no later than December 23, 2017. Such notice must include all of the information required by the Capella bylaws.

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STRAYER ANNUAL MEETING STOCKHOLDER PROPOSALS

        Strayer intends to hold an Annual Meeting of Stockholders in 2018 only if the merger has not already been consummated by, or shortly after, the time at which Strayer's 2018 Annual Meeting would normally take place.

        All stockholder nominations for director or other stockholder proposals intended to be considered for inclusion in Strayer's proxy material for the 2018 Annual Meeting of Stockholders must have been received by Strayer no later than November 16, 2017 and must comply with all applicable SEC and other rules.

        In addition, under the Strayer bylaws, if a stockholder wishes to present an item of proper business at the 2018 Annual Meeting of Stockholders (other than a proposal submitted for inclusion in Strayer's proxy statement pursuant to SEC rules), the stockholder must give advance written notice to Strayer's Secretary at 2303 Dulles Station Blvd., Herndon, Virginia 20171, not less than ninety (90) days nor more than 120 days before the first anniversary of the date of the proxy statement for the 2017 annual meeting. As a result, any notice given by a stockholder pursuant to these provisions in the Strayer bylaws must be received no earlier than November 16, 2017 and no later than December 16, 2017. Such notice must include all of the information required by the Strayer bylaws.

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COMBINED COMPANY ANNUAL MEETING STOCKHOLDER PROPOSALS

        If the merger is consummated prior to the time at which Strayer's annual meeting would normally take place, the combined company intends to have its initial Annual Meeting of Stockholders at the time at which Strayer's 2018 Annual Meeting of Stockholders would normally take place.

        All stockholder proposals intended to be considered for inclusion in proxy material for the combined company's 2018 Annual Meeting of Stockholders must have been received by Strayer no later than November 16, 2017 and must comply with all applicable SEC and other rules.

        In addition, under the bylaws of the combined company, if a stockholder wishes to present an item of proper business at the 2018 Annual Meeting of Stockholders (other than a proposal submitted for inclusion in the combined company's proxy statement pursuant to SEC rules), the stockholder must give advance written notice to the Secretary of the combined company at 2303 Dulles Station Blvd., Herndon, Virginia 20171, no earlier than November 16, 2017 and no later than December 16, 2017. Such notice must include all of the information required by the Strayer bylaws.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows Capella and Strayer to incorporate certain information into this document by reference to other information that has been filed with the SEC. The information incorporated by reference is deemed to be part of this document, except as set forth below. The documents that are incorporated by reference contain important information about the companies and you should read this document together with any other documents incorporated by reference in this document.

        This document incorporates by reference the following documents that have previously been filed with the SEC by Capella (File No. 001-33140) and Strayer (File No. 000-21039), in each case excluding any information furnished but not filed:

Capella SEC Filings (File No. 001-33140)
  Period
Annual Report on Form 10-K   Fiscal year ended December 31, 2016
Portions of the Proxy Statement on Schedule 14A incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended December 31, 2016   Filed on March 23, 2017
Quarterly Reports on Form 10-Q   Fiscal quarters ended September 30, 2017, June 30, 2017 and March 31, 2017
Current Reports on Form 8-K   Filed on December 7, 2017 (as amended on December 8, 2017), November 22, 2017, November 1, 2017, October 30, 2017 (two reports), June 28, 2017 and May 2, 2017
Any description of Capella shares contained in a registration statement filed pursuant to the Exchange Act and any amendment or report filed for the purpose of updating such description    

 

Strayer SEC Filings (File No. 000-21039)
  Period
Annual Report on Form 10-K   Fiscal year ended December 31, 2016
Portions of the Proxy Statement on Schedule 14A incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended December 31, 2016   Filed on March 16, 2017
Quarterly Reports on Form 10-Q   Fiscal quarters ended September 30, 2017, June 30, 2017 and March 31, 2017
Current Reports on Form 8-K   Filed on December 4, 2017, November 22, 2017, November 1, 2017, October 30, 2017 (two reports), May 3, 2017 (as amended on July 26, 2017) and April 17, 2017
Any description of Strayer shares contained in a registration statement filed pursuant to the Exchange Act and any amendment or report filed for the purpose of updating such description    

        In addition, Capella and Strayer are each incorporating by reference any documents they may file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this joint proxy statement/prospectus and prior to the date of the special meetings of each of the Capella shareholders and the Strayer stockholders, provided, however, that Capella and Strayer are not incorporating by reference any information furnished but not filed, except as otherwise specified herein. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference will be

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deemed to be modified or superseded for the purposes of this joint proxy statement/prospectus to the extent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this joint proxy statement/prospectus.

        Capella and Strayer file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain the information incorporated by reference and any other materials Capella or Strayer files with the SEC without charge by following the instructions in the section entitled "Where You Can Find More Information."

        Neither Capella nor Strayer has authorized anyone to give any information or make any representation about the merger that is different from, or in addition to, that contained in this joint proxy statement/prospectus or in any of the materials that have been incorporated into this document. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this joint proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this joint proxy statement/prospectus does not extend to you. The information contained in this document speaks only as of the date of this joint proxy statement/prospectus unless the information specifically indicates that another date applies.

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WHERE YOU CAN FIND MORE INFORMATION

        Strayer and Capella file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these documents at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Capella's SEC filings are also available over the Internet at the SEC's website at http://www.sec.gov and under the heading "Investors" on Capella's corporate website at http://www.capellaeducation.com. Strayer's SEC filings are also available over the Internet at the SEC's website at http://www.sec.gov and under the heading "Investors" on Strayer's corporate website at www.strayereducation.com. By referring to Capella's and Strayer's websites and the SEC's website, Strayer and Capella do not incorporate any such website or its contents into this joint proxy statement/prospectus. The shares of Capella common stock are listed on NASDAQ under the trading symbol of "CPLA" and the shares of Strayer common stock are listed on NASDAQ under the trading symbol "STRA."

        Strayer has engaged Alliance as its proxy solicitor for the Strayer special meeting. Any questions about the merger, requests for additional copies of documents or assistance submitting a proxy or voting your shares of Strayer common stock may be directed to Alliance at 200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003, or via email at Strayer@Allianceadvisorsllc.com. Strayer stockholders may call Alliance toll-free at (833) 501-4709.

        Capella has engaged Innisfree as its proxy solicitor for the Capella special meeting. Any questions about the merger, requests for additional copies of documents or assistance submitting a proxy or voting your shares of Capella common stock may be directed to Innisfree at 501 Madison Avenue, 20th Floor New York, New York 10022. Capella shareholders may call Innisfree toll-free at (888) 750-5834.

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ANNEX A

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

among

STRAYER EDUCATION, INC.,

CAPELLA EDUCATION COMPANY,

and

SARG SUB INC.

Dated as of October 29, 2017


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TABLE OF CONTENTS

 
   
  Page  

ARTICLE 1 THE MERGER

    A-1  

1.1

 

The Merger

   
A-1
 

1.2

 

Closing

    A-2  

1.3

 

Effective Time

    A-2  

1.4

 

Charters and Bylaws

    A-2  

1.5

 

Directors and Officers of the Surviving Corporation

    A-3  

1.6

 

Directors and Officers of Sarg

    A-3  

ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER

   
A-3
 

2.1

 

Effect on Capital Stock of Cardinal and Merger Sub

   
A-3
 

2.2

 

Effect on Sarg Common Stock

    A-4  

2.3

 

Certain Adjustments

    A-4  

2.4

 

Fractional Shares

    A-4  

2.5

 

Exchange of Certificates and Book-Entry Shares

    A-4  

2.6

 

Cardinal Stock Options and Stock-Based Awards

    A-7  

2.7

 

Withholding. 

    A-9  

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SARG AND MERGER SUB

   
A-9
 

3.1

 

Corporate Organization

   
A-9
 

3.2

 

Sarg Capitalization

    A-9  

3.3

 

Authority; Execution and Delivery; Enforceability

    A-11  

3.4

 

No Conflicts

    A-12  

3.5

 

SEC Documents; Financial Statements; Undisclosed Liabilities

    A-12  

3.6

 

Absence of Certain Changes or Events

    A-14  

3.7

 

Information Supplied

    A-14  

3.8

 

Legal Proceedings

    A-15  

3.9

 

Compliance with Laws

    A-15  

3.10

 

Permits

    A-16  

3.11

 

Employee Benefit Plans

    A-16  

3.12

 

Employee and Labor Matters

    A-18  

3.13

 

Environmental Matters

    A-19  

3.14

 

Real Property

    A-19  

3.15

 

Tax Matters

    A-20  

3.16

 

Material Contracts

    A-21  

3.17

 

Intellectual Property

    A-23  

3.18

 

Educational Regulatory Matters

    A-25  

3.19

 

Broker's Fees

    A-28  

3.20

 

Opinion of Financial Advisor

    A-28  

3.21

 

Ownership of Cardinal Common Stock

    A-28  

3.22

 

Insurance

    A-28  

3.23

 

Merger Sub

    A-28  

3.24

 

No Other Representations or Warranties

    A-28  

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF CARDINAL

   
A-29
 

4.1

 

Corporate Organization

   
A-29
 

4.2

 

Cardinal Capitalization

    A-29  

4.3

 

Authority; Execution and Delivery; Enforceability

    A-30  

A-i


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  Page  

4.4

 

No Conflicts

    A-31  

4.5

 

SEC Documents; Financial Statements; Undisclosed Liabilities

    A-32  

4.6

 

Absence of Certain Changes or Events

    A-33  

4.7

 

Information Supplied

    A-34  

4.8

 

Legal Proceedings

    A-34  

4.9

 

Compliance with Laws

    A-34  

4.10

 

Permits

    A-35  

4.11

 

Employee Benefit Plans

    A-35  

4.12

 

Employee and Labor Matters

    A-37  

4.13

 

Environmental Matters

    A-38  

4.14

 

Real Property

    A-39  

4.15

 

Tax Matters

    A-39  

4.16

 

Material Contracts

    A-40  

4.17

 

Intellectual Property

    A-42  

4.18

 

Educational Regulatory Matters

    A-44  

4.19

 

Broker's Fees

    A-47  

4.20

 

Opinion of Financial Advisor

    A-47  

4.21

 

Ownership of Sarg Common Stock

    A-47  

4.22

 

Insurance

    A-48  

4.23

 

No Other Representations or Warranties

    A-48  

ARTICLE 5 COVENANTS

   
A-48
 

5.1

 

Conduct of Business by Sarg Pending the Effective Time

   
A-48
 

5.2

 

Conduct of Business by Cardinal Pending the Effective Time

    A-51  

5.3

 

Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings

    A-54  

5.4

 

No Solicitation of Transactions

    A-57  

5.5

 

Access to Information; Confidentiality

    A-61  

5.6

 

Appropriate Action

    A-62  

5.7

 

Certain Notices

    A-63  

5.8

 

Public Announcements

    A-63  

5.9

 

Indemnification

    A-64  

5.10

 

Stock Exchange Listing

    A-65  

5.11

 

Section 16 Matters

    A-65  

5.12

 

Shareholder Litigation

    A-66  

5.13

 

Tax Matters

    A-66  

5.14

 

Employee Matters. 

    A-66  

5.15

 

Interim Financial Reports

    A-68  

ARTICLE 6 CONDITIONS TO CONSUMMATION OF THE MERGER

   
A-68
 

6.1

 

Conditions to Obligations of Each Party Under This Agreement

   
A-68
 

6.2

 

Conditions to Obligations of Cardinal Under This Agreement

    A-69  

6.3

 

Conditions to Obligations of Sarg and Merger Sub Under This Agreement

    A-70  

ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER

   
A-71
 

7.1

 

Termination

   
A-71
 

7.2

 

Effect of Termination

    A-73  

7.3

 

Termination Fee; Expenses

    A-73  

7.4

 

Amendment or Supplement

    A-75  

7.5

 

Extension of Time; Waiver

    A-75  

A-ii


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  Page  

ARTICLE 8 GENERAL PROVISIONS

    A-76  

8.1

 

Non-Survival of Representations and Warranties

   
A-76
 

8.2

 

Notices

    A-76  

8.3

 

Certain Definitions

    A-77  

8.4

 

Terms Defined Elsewhere

    A-85  

8.5

 

Headings

    A-87  

8.6

 

Severability

    A-87  

8.7

 

Entire Agreement

    A-87  

8.8

 

Assignment

    A-87  

8.9

 

Parties in Interest

    A-87  

8.10

 

Mutual Drafting; Interpretation

    A-87  

8.11

 

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury

    A-88  

8.12

 

Counterparts

    A-88  

8.13

 

Delivery by Facsimile or Email

    A-89  

8.14

 

Specific Performance

    A-89  

8.15

 

Disclosure Schedules

    A-89  

Exhibit A Form of Articles of Incorporation of the Surviving Corporation

   
 
 

Exhibit B Form of Articles of Amendment and Restatement of Sarg

       

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AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of October 29, 2017, by and among Capella Education Company, a Minnesota corporation ("Cardinal"), Strayer Education, Inc., a Maryland corporation ("Sarg"), and Sarg Sub Inc., a Minnesota corporation and a wholly owned subsidiary of Sarg ("Merger Sub").


RECITALS

        WHEREAS, each of Cardinal, Sarg and Merger Sub desire, following the satisfaction or waiver of the conditions set forth in Article 6, to effect the Merger upon the terms and conditions set forth in this Agreement pursuant to which Merger Sub shall be merged with and into Cardinal, with Cardinal as the surviving entity in the Merger and becoming a wholly owned subsidiary of Sarg;

        WHEREAS, the Boards of Directors of each of Cardinal, Sarg and Merger Sub have approved and declared advisable this Agreement, the plan of merger (as such term is used in Section 302A.611 of the MBCA) contained in this Agreement (the "Plan of Merger") and the Transactions, including the Merger, and determined that it is advisable and in the best interests of their respective companies and shareholders to consummate the Merger and the Transactions on the terms and conditions set forth in this Agreement and the Plan of Merger;

        WHEREAS, the Board of Directors of Sarg has, subject to Section 5.4, resolved to recommend the approval of the Sarg Share Issuance and the amendment and restatement of the Sarg Charter as set forth in the Amended Sarg Charter to the Sarg stockholders, and, following the execution and delivery of this Agreement, Sarg shall approve this Agreement and the Merger as the sole shareholder of Merger Sub;

        WHEREAS, the Board of Directors of Cardinal has, subject to Section 5.4, resolved to recommend the approval of the Merger, this Agreement and the adoption of the Plan of Merger by the Cardinal shareholders;

        WHEREAS, Cardinal, Sarg and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger; and

        WHEREAS, for United States federal income tax purposes, the parties hereto intend that the Merger qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, and the regulations promulgated thereunder (the "Treasury Regulations"), and that this Agreement shall be, and hereby is, adopted as a "plan of reorganization" for purposes of Sections 354, 361 and 368 of the Code.


AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement agree as follows:


ARTICLE 1
THE MERGER

        1.1    The Merger.     

A-1


Table of Contents


        1.2
    Closing.     The closing of the Merger (the "Closing") shall take place at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022-4834, at 9:00 a.m. local time, as soon as practicable (and, in any event, within three (3) Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all applicable conditions set forth in Article 6 (except for any conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction of such conditions or waiver by the party entitled to waive such conditions) or at such other time and place as Cardinal and Sarg shall agree; provided that if such date would make it reasonably unlikely for the parties to either (a) comply with any Educational Laws applicable on a post-Closing basis in order to obtain any Educational Consent or (b) satisfy conditions under applicable DOE regulations for continuing the effectiveness of any TPPPA, the Closing will take place on the first (1st) Business Day of the immediately following month, without regard to the Outside Date (unless Cardinal and Merger Sub mutually agree to an earlier date in writing). The date and time at which the Closing occurs is referred to herein as the "Closing Date."


        1.3
    Effective Time.     


        1.4
    Charters and Bylaws.     

A-2


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        1.5
    Directors and Officers of the Surviving Corporation.     From and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the directors of the Surviving Corporation shall be designated by Sarg and (ii) the officers of the Surviving Corporation shall be designated by Sarg.


        1.6
    Directors and Officers of Sarg.     Effective at the Effective Time, unless otherwise agreed by Sarg and Cardinal in writing, the Sarg Board shall take all necessary action to cause the size of the Sarg Board to be increased to twelve (12) directors in order to appoint, as of the Effective Time, nine (9) directors to be designated, prior to the consummation of the Merger, by Sarg and three (3) directors to be designated, prior to the consummation of the Merger, by Cardinal pursuant to the procedure set forth in the following sentence (such designees of Cardinal, the "Additional Board Designees"). The Additional Board Designees shall consist of (i) the chief executive officer of Cardinal as of the date of this Agreement and (ii) two (2) additional designees (or, if clause (i) is not applicable, three (3) designees) who are currently members of the Cardinal Board recommended by the chief executive officer of Cardinal or the Cardinal Board (if clause (i) is not applicable) to the Sarg Board and the nominating and corporate governance committee of the Sarg Board for approval, such approval not to be unreasonably withheld. Prior to the 2019 annual meeting of Sarg stockholders, Sarg and the Sarg Board shall not take any actions to increase the size of the Sarg Board to more than twelve (12) directors without the consent of a majority of the Additional Board Designees. Effective at the Effective Time, unless otherwise agreed by Sarg and Cardinal in writing, Sarg shall take all necessary action to cause (i) Robert S. Silberman to continue as executive chairman of the Sarg Board, (ii) J. Kevin Gilligan to be appointed to act as the vice chairman of the Sarg Board, (iii) Karl McDonnell to continue as the President and Chief Executive Officer of Sarg, (iv) Steven L. Polacek to be appointed as the Chief Integration/Transition Officer of Sarg and (v) one Additional Board Designee to be appointed to the compensation committee of the Sarg Board. The Sarg Board shall nominate the Additional Board Designees for election at (i) if the Effective Time is prior to the 2018 annual meeting of Sarg stockholders, then the 2018 annual meeting of Sarg stockholders or (ii) if the Effective Time is after the 2018 annual meeting of Sarg stockholders, then the 2019 annual meeting of Sarg stockholders. In the event that any of the Additional Board Designees becomes unable to serve as a member of the Sarg Board and resigns therefrom due to such person's death or disability prior to the 2019 annual meeting of Sarg stockholders, then a replacement to fill the resulting vacancy on the Sarg Board shall be recommended by the remaining Additional Board Designees to the Sarg Board and the nominating and corporate governance committee of the Sarg Board for approval, such approval not to be unreasonably withheld.


ARTICLE 2
CONVERSION OF SECURITIES IN THE MERGER

        2.1    Effect on Capital Stock of Cardinal and Merger Sub.     At the Effective Time, by virtue of the Merger and without any action on the part of Cardinal, Sarg, Merger Sub or any holder of any shares of Cardinal common stock, $0.01 par value per share ("Cardinal Common Stock"):

A-3


Table of Contents


        2.2
    Effect on Sarg Common Stock.     At the Effective Time, each share of Sarg Common Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding. Immediately following the Effective Time, shares of Sarg Common Stock owned by Surviving Corporation or any wholly owned Subsidiary of Surviving Corporation shall be surrendered to Sarg and cancelled without payment therefor.


        2.3
    Certain Adjustments.     Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the outstanding shares of Cardinal Common Stock or Sarg Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration and the Exchange Ratio and any other similarly dependent items, as the case may be, shall be equitably adjusted to provide the holders of Cardinal Common Stock the same economic effect as contemplated by this Agreement prior to such event.


        2.4
    Fractional Shares.     No certificates or scrip representing fractional shares of Sarg Common Stock shall be issued upon the conversion of Cardinal Common Stock pursuant to Section 2.1, no dividend or distribution with respect to Sarg Common Stock shall be payable on or with respect to any such fractional share and such fractional share interests will not entitle the owner thereof to any rights of a shareholder of Sarg. Notwithstanding any other provision of this Agreement, each holder of shares of Cardinal Common Stock that are converted pursuant to the Merger who would otherwise have been entitled to receive a fractional share of Sarg Common Stock (after taking into account all shares of Cardinal Common Stock exchanged by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional amount multiplied by the VWAP of Sarg Common Stock. The parties acknowledge that payment of cash in lieu of issuing fractional shares is solely for the purpose of avoiding the expense and inconvenience to Sarg of issuing fractional shares and does not represent separately bargained-for consideration.


        2.5
    Exchange of Certificates and Book-Entry Shares     

A-4


Table of Contents

A-5


Table of Contents

A-6


Table of Contents


        2.6
    Cardinal Stock Options and Stock-Based Awards     .

A-7


Table of Contents

A-8


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        The parties shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the consideration otherwise payable pursuant to this Agreement, including any payments made pursuant to Section 2.6 hereof, any amounts as are required to be withheld or deducted with respect to such consideration under the Code, or any applicable provisions of state, local or foreign Tax Law. The parties or the Exchange Agent, as appropriate, shall provide commercially reasonable notice to Cardinal upon becoming aware of any such withholding obligation and shall cooperate with Cardinal to the extent reasonable to obtain reduction of or relief from such withholding. To the extent that amounts are so withheld and timely remitted to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Cardinal Common Stock, Cardinal Stock Option and/or Cardinal RSU in respect of which such deduction and withholding was made.


ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SARG AND MERGER SUB

        Except (a) as set forth in the Sarg Disclosure Schedule and (b) as otherwise disclosed or identified in the Sarg SEC Documents publicly filed or furnished after January 1, 2017 and prior to the date hereof (other than (i) any forward-looking disclosures contained in the "Forward Looking Statements" and "Risk Factors" sections of the Sarg SEC Documents and any other disclosures included therein to the extent they are primarily predictive, cautionary or forward looking in nature and (ii) information included in, or incorporated by reference as, exhibits and schedules to any Sarg SEC Document), Sarg and Merger Sub hereby represent and warrant to Cardinal as follows:


        3.1
    Corporate Organization.     Sarg is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Sarg's Subsidiaries, including Merger Sub, is a corporation or other entity duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other entity power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Sarg Material Adverse Effect. Each of Sarg and its Subsidiaries, including Merger Sub, is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, has not had and would not reasonably be expected to have, individually or in the aggregate, a Sarg Material Adverse Effect. The copies of the charter of Sarg (the "Sarg Charter"), and Amended and Restated Bylaws of Sarg (the "Sarg Bylaws"), as most recently filed with the Sarg SEC Documents, and the articles of incorporation and bylaws of Merger Sub previously provided to Cardinal, are true, complete and correct copies of such documents as in effect as of the date of this Agreement. Sarg is not in material violation of any of the provisions of the Sarg Charter or Sarg Bylaws.


        3.2
    Sarg Capitalization.     

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        3.3
    Authority; Execution and Delivery; Enforceability.     

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        3.4
    No Conflicts.     


        3.5
    SEC Documents; Financial Statements; Undisclosed Liabilities.     

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        3.6
    Absence of Certain Changes or Events.     Since December 31, 2016 and through the date of this Agreement, (a) Sarg and its Subsidiaries have conducted their businesses in all material respects only in the ordinary course and in a manner consistent with past practice and (b) there has not been any change, event, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Sarg Material Adverse Effect.


        3.7
    Information Supplied.     None of the information supplied or to be supplied by Sarg or Merger Sub for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Sarg in connection with the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to each of the holders of Cardinal Common Stock and Sarg Common Stock and at the time of each of the Cardinal Shareholders Meeting and Sarg Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Sarg or Merger Sub to such portions thereof that relate expressly to Cardinal or any of its Subsidiaries or to statements made therein based on information supplied by or on behalf of Cardinal for inclusion or incorporation by reference therein). The Form S-4 and Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and other applicable Law.

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        3.8
    Legal Proceedings.     There are no Proceedings pending, or to the Knowledge of Sarg, threatened against Sarg or any of its Subsidiaries or any of their respective assets, rights or properties or any of the directors or officers of Sarg, except, in each case, for those that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Sarg Material Adverse Effect. Neither Sarg nor any of its Subsidiaries nor any of their respective properties, rights or assets is or are subject to any Order, except for those that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Sarg Material Adverse Effect. This section does not cover the matters subject to Section 3.18, which are solely the subject of that section.


        3.9
    Compliance with Laws.     

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        3.10
    Permits.     Sarg and each of its Subsidiaries have all required governmental permits, licenses, franchises, certificates, registrations, approvals, exemptions, clearances, billings and authorizations and similar rights ("Permits") necessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or maintain such Permit individually or in the aggregate, has not had and would not reasonably be expected to have, a Sarg Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Sarg Material Adverse Effect, (i) the operation of the business of Sarg and its Subsidiaries as currently conducted is not, and has not been since January 1, 2015, in violation of, nor is Sarg or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on Sarg or its Subsidiaries), and (ii) to the Knowledge of Sarg, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Sarg, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, a Sarg Material Adverse Effect. Since January 1, 2015, neither Sarg nor its Subsidiaries have received written notice of any charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Knowledge of Sarg, has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a Sarg Material Adverse Effect.


        3.11
    Employee Benefit Plans.     

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        3.12    Employee and Labor Matters.     

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        3.13
    Environmental Matters.     Except as, individually or in the aggregate, has not had and would not reasonably be expected to have, a Sarg Material Adverse Effect:


        3.14
    Real Property.     

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        3.15
    Tax Matters.     (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Sarg Material Adverse Effect:

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        3.16
    Material Contracts.     

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        3.17
    Intellectual Property.     

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        3.18
    Educational Regulatory Matters.     

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        3.19
    Broker's Fees.     Except for the financial advisors' fees set forth in Section 3.19 of the Sarg Disclosure Schedule, neither Sarg nor any of its Subsidiaries nor any of their respective directors or officers on behalf of Sarg or such Subsidiaries has employed any financial advisor, broker or finder or incurred any liability for any financial advisory fee, broker's fees, commissions or finder's fees in connection with any of the Transactions.


        3.20
    Opinion of Financial Advisor.     Perella Weinberg Partners LP, Sarg's financial advisor, has delivered to the Sarg Board its opinion in writing or orally, in which case, such opinion will be subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the factors, assumptions and limitations set forth therein, the Exchange Ratio is fair from a financial point of view to Sarg. A true and complete copy of the signed, written opinion of the Perella Weinberg Partners LP will promptly be made available to Cardinal following its delivery to Sarg for informational purposes only.


        3.21
    Ownership of Cardinal Common Stock.     Neither Sarg nor Merger Sub, nor or any affiliate or associate of either of the foregoing, is, nor at any time during the last three (3) years has either Sarg or Merger Sub, or any affiliate or associate of either of the foregoing, been, an "interested shareholder" of Cardinal as defined in Section 302A.011, Subdivision 49, of the MBCA. Sarg and its Subsidiaries, affiliates and associates do not beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of Cardinal Common Stock or other securities of Cardinal or any options, warrants or other rights to acquire Cardinal Common Stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, Cardinal.


        3.22
    Insurance.     All insurance policies (including policies providing casualty, liability, and workers compensation coverage, but excluding any Sarg Benefit Plans) to which Sarg or any of its Subsidiaries is currently a party are in full force and effect, and, to the Knowledge of Sarg, have been issued by licensed insurers, all premiums with respect thereto covering all periods up to and including the Closing Date have been paid, and no notice of cancellation or termination has been received with respect to any such policies, except for such cancellations or terminations which would have not had and would not reasonably be expected to have, individually or in the aggregate, a Sarg Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Sarg Material Adverse Effect, each of Sarg and its Subsidiaries is, and since January 1, 2015 has been, insured with respect to its assets and properties and the conduct of its business in such amounts and against such risks as are in its reasonable judgment sufficient for compliance with Law and as are adequate to protect its assets and properties and the conduct of its business.


        3.23
    Merger Sub.     Since its date of incorporation, Merger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, of 100 shares have been validly issued, are fully paid and nonassessable and are owned directly or indirectly by Sarg free and clear of any Liens.


        3.24
    No Other Representations or Warranties.     Except for the representations and warranties expressly contained in this Article 3, neither Sarg nor any of its Subsidiaries or affiliates nor any Person acting on any of their behalf makes any other express or any implied representations or warranties with respect to (a) Sarg or any of its Subsidiaries, any of their businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other matter relating to Sarg or any of its Subsidiaries or (b) the accuracy or completeness of any documentation, forecasts or other information provided by Sarg, any Subsidiary or affiliate of Sarg or any Person acting on any of their behalf to Cardinal, any affiliate of Cardinal or any Person acting on any of their behalf.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF CARDINAL

        Except (a) as set forth in the Cardinal Disclosure Schedule and (b) as otherwise disclosed or identified in the Cardinal SEC Documents publicly filed or furnished after January 1, 2017 and prior to the date hereof (other than (i) any forward-looking disclosures contained in the "Forward Looking Statements" and "Risk Factors" sections of the Cardinal SEC Documents and any other disclosures included therein to the extent they are primarily predictive, cautionary or forward looking in nature and (ii) information included in, or incorporated by reference as, exhibits and schedules to any Cardinal SEC Document), Cardinal hereby represents and warrants to Sarg as follows:


        4.1
    Corporate Organization.     Cardinal is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Cardinal's Subsidiaries is a corporation or other entity duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other entity power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Cardinal Material Adverse Effect. Each of Cardinal and its Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, has not had and would not reasonably be expected to have, individually or in the aggregate, a Cardinal Material Adverse Effect. The copies of the articles of incorporation (the "Cardinal Charter") and bylaws (the "Cardinal Bylaws") of Cardinal, as most recently filed with the Cardinal SEC Documents are true, complete and correct copies of such documents as in effect as of the date of this Agreement. Cardinal is not in material violation of any of the provisions of the Cardinal Charter or the Cardinal Bylaws.


        4.2
    Cardinal Capitalization.     

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        4.3
    Authority; Execution and Delivery; Enforceability.     

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        4.4
    No Conflicts.     

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        4.5
    SEC Documents; Financial Statements; Undisclosed Liabilities.     

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        4.6
    Absence of Certain Changes or Events.     Since December 31, 2016 and through the date of this Agreement, (a) Cardinal and its Subsidiaries have conducted their businesses in all material respects only in the ordinary course and in a manner consistent with past practice and (b) there has not been any change, event, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Cardinal Material Adverse Effect.

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        4.7    Information Supplied.     None of the information supplied or to be supplied by Cardinal for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Cardinal Common Stock and at the time of the Cardinal Shareholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Cardinal to such portions thereof that relate expressly to Sarg and its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Sarg for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law.


        4.8
    Legal Proceedings.     There are no Proceedings pending, or to the Knowledge of Cardinal, threatened against Cardinal or any of its Subsidiaries or any of their respective assets, rights or properties or any of the directors or officers of Cardinal, except, in each case, for those that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Cardinal Material Adverse Effect. Neither Cardinal nor any of its Subsidiaries nor any of their respective properties, rights or assets is or are subject to any Order, except for those that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Cardinal Material Adverse Effect. This section does not cover the matters subject to Section 4.18, which are solely the subject of that section.


        4.9
    Compliance with Laws.     

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        4.10
    Permits.     Cardinal and each of its Subsidiaries have all Permits necessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of the Permits is valid, subsisting and in full force and effect, except where the failure to have or maintain such Permit, individually or in the aggregate, has not had and would not reasonably be expected to have, a Cardinal Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Cardinal Material Adverse Effect, (i) the operation of the business of Cardinal and its Subsidiaries as currently conducted is not, and has not been since January 1, 2015, in violation of, nor is Cardinal or its Subsidiaries in default or violation under, any Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on Cardinal or its Subsidiaries), and (ii) to the Knowledge of Cardinal, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permit. There are no actions pending or, to the Knowledge of Cardinal, threatened, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, a Cardinal Material Adverse Effect. Since January 1, 2015, neither Cardinal nor its Subsidiaries have received written notice of any charge, claim or assertion alleging any violations of or noncompliance with any Permit, nor to the Knowledge of Cardinal, has any charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, a Cardinal Material Adverse Effect.


        4.11
    Employee Benefit Plans.     

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        4.12
    Employee and Labor Matters.     

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        4.13
    Environmental Matters.     Except as, individually or in the aggregate, has not had and would not reasonably be expected to have, a Cardinal Material Adverse Effect:

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        4.14
    Real Property.     


        4.15
    Tax Matters.     (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Cardinal Material Adverse Effect:

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        4.16
    Material Contracts.     

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        4.17    Intellectual Property.     

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        4.18
    Educational Regulatory Matters.     

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        4.19
    Broker's Fees.     Except for the financial advisors' fees set forth in Section 4.19 of the Cardinal Disclosure Schedule, neither Cardinal nor any of its Subsidiaries nor any of their respective directors or officers on behalf of Cardinal or such Subsidiaries has employed any financial advisor, broker or finder or incurred any liability for any financial advisory, broker's fees, commissions or finder's fees in connection with any of the Transactions.


        4.20
    Opinion of Financial Advisor.     Morgan Stanley, Cardinal's financial advisor, has delivered to the Cardinal Board its opinion in writing to the effect that, as of the date thereof and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio pursuant to this Agreement is fair from a financial point of view to the holders of shares of Cardinal Common Stock (other than shares held in treasury or held by Sarg, Cardinal or Merger Sub or any of their respective wholly owned subsidiaries). A copy of the signed, written opinion of Morgan Stanley will promptly be made available to Sarg following its delivery to Cardinal solely for informational purposes. Cardinal has made available to Sarg copies of the engagement letter and all other Contracts between Cardinal or any of its Subsidiaries and Morgan Stanley relating to the Merger or any of the other Transactions contemplated hereby, which letter and Contracts describe all fees payable to Morgan Stanley in connection with the Transactions contemplated by this Agreement, all Contracts under which any such fees or any expenses are payable and all indemnification arrangements with Morgan Stanley.


        4.21
    Ownership of Sarg Common Stock.     Neither Cardinal, nor or any its affiliates or associates, is, nor at any time during the last three (3) years has Cardinal or any of its affiliates or associates, been, an "interested stockholder" of Sarg as defined in Section 3-601 of the MGCL. Cardinal and its Subsidiaries, affiliates and associates do not beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of Sarg Common Stock or other securities of Sarg or any options, warrants or other rights to acquire Sarg Common Stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, Sarg.

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        4.22    Insurance.     All insurance policies (including policies providing casualty, liability, and workers compensation coverage, but excluding any Cardinal Benefit Plans) to which Cardinal or any of its Subsidiaries is currently a party are in full force and effect, and, to the Knowledge of Cardinal, have been issued by licensed insurers, all premiums with respect thereto covering all periods up to and including the Closing Date have been paid, and no notice of cancellation or termination has been received with respect to any such policies, except for such cancellations or terminations which would have not had and would not reasonably be expected to have, individually or in the aggregate, a Cardinal Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Cardinal Material Adverse Effect, each of Cardinal and its Subsidiaries is, and since January 1, 2015 has been, insured with respect to its assets and properties and the conduct of its business in such amounts and against such risks as are in its reasonable judgment sufficient for compliance with Law and as are adequate to protect its assets and properties and the conduct of its business.


        4.23
    No Other Representations or Warranties.     Except for the representations and warranties expressly contained in this Article 4, neither Cardinal nor any of its Subsidiaries or affiliates nor any Person acting on any of their behalf makes any other express or any implied representations or warranties with respect to (a) Cardinal or any of its Subsidiaries, any of their businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other matter relating to Cardinal or any of its Subsidiaries or (b) the accuracy or completeness of any documentation, forecasts or other information provided by Cardinal, any Subsidiary or affiliate of Cardinal or any Person acting on any of their behalf to Sarg, Merger Sub, any affiliate of Sarg or any Person acting on any of their behalf.


ARTICLE 5
COVENANTS

        5.1    Conduct of Business by Sarg Pending the Effective Time.     Sarg agrees that, between the date of this Agreement and the Effective Time, except as may be required by applicable Law, stock exchange requirement or any Educational Agency, and except as set forth in Section 5.1 of the Sarg Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, unless Cardinal shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sarg will, and will cause each of its Subsidiaries to, (i) conduct its operations only in the ordinary course of business consistent with past practice, (ii) use its reasonable best efforts to keep available the services of the current officers, employees and consultants of Sarg and each of its Subsidiaries and to preserve the goodwill and current relationships of Sarg and each of its Subsidiaries with students, customers, suppliers and other Persons with which Sarg or any of its Subsidiaries has material business relations, and (iii) use its reasonable best efforts to preserve intact its business organization (including its material assets and properties) and comply with all applicable Laws. Without limiting the foregoing, and as an extension thereof, except as may be required by applicable Law, stock exchange requirement or any Educational Agency, set forth in Section 5.1 of the Sarg Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, Sarg shall not, and shall not permit any of its Subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly, take any of the following actions without the prior written consent of Cardinal (such consent not to be unreasonably withheld, conditioned or delayed):

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        5.2
    Conduct of Business by Cardinal Pending the Effective Time.     Cardinal agrees that, between the date of this Agreement and the Effective Time, except as may be required by applicable Law, stock exchange requirement or any Educational Agency, set forth in Section 5.2 of the Cardinal Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, unless Sarg shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), Cardinal will, and will cause each of its Subsidiaries to, (i) conduct its operations only in the ordinary course of business consistent with past practice, (ii) use its reasonable best efforts to keep available the services of the current officers, employees and consultants of Cardinal and each of its Subsidiaries and to preserve the goodwill and current relationships of Cardinal and each of its Subsidiaries with students, customers, suppliers and other Persons with which Cardinal or any of its Subsidiaries has material business relations, and (iii) use its reasonable best efforts to preserve intact its business organization (including its material assets and properties) and comply with all applicable Laws. Without limiting the foregoing, and as an extension thereof, except as may be required by Law, stock exchange requirement or any Educational Agency, set forth in Section 5.2 of the Cardinal Disclosure Schedule or as otherwise expressly contemplated by any other provision of this Agreement, Cardinal shall not, and shall not permit any of its Subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly, take any of the following actions without the prior written consent of Sarg (such consent not to be unreasonably withheld, conditioned or delayed):

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        5.3    Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meetings.     

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        5.4
    No Solicitation of Transactions.     

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        5.5
    Access to Information; Confidentiality.     

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        5.6
    Appropriate Action.     

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        5.7
    Certain Notices.     Each party shall give prompt notice to the other parties if any of the following occur after the date of this Agreement: (a) receipt of any notice or other communication in writing from any Person alleging that the consent or approval of such Person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Entity, Educational Agency or the NASDAQ (or any other securities market) in connection with the Transactions; or (c) such party becoming aware of the occurrence of an event that could prevent or delay beyond the Outside Date the consummation of the Transactions or that would reasonably be expected to result in any of the conditions to the Merger set forth in Article 6 not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.7 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. Sarg and Cardinal shall promptly provide, to the extent not publicly available, the other party with copies of all filings made by such party with any Governmental Entity or Educational Agency in connection with the Transactions.


        5.8
    Public Announcements.     Each party agrees that no public release or announcement concerning the Transactions shall be issued by any party without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), except (x) to the extent such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall

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use its reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance or (y) in the case of any release or announcement in connection with a Competing Proposal, a Sarg Adverse Recommendation Change or a Cardinal Adverse Recommendation Change, as applicable, and otherwise not in violation of Section 5.4. Cardinal and Sarg agree that the press release announcing the execution and delivery of this Agreement shall be a joint release in the form heretofore agreed by the parties. In addition, subject to the right of the Cardinal Board to make a Cardinal Adverse Recommendation Change or the Sarg Board to make a Sarg Adverse Recommendation Change, in each case in accordance with and subject to the terms and conditions of Section 5.4, Cardinal and Sarg agree to cause their respective directors and officers to refrain from taking any position in any public statement that is (a) contrary to the positions previously taken by Sarg and Cardinal with respect to this Agreement and the Transactions, including the Merger, or (b) reasonably likely to have an material adverse impact on the ability of the parties hereto to consummate the Transactions.


        5.9
    Indemnification.     

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        5.10
    Stock Exchange Listing.     Sarg shall use its reasonable best efforts to cause the shares of Sarg Common Stock to be issued in connection with the Merger (including shares of Sarg Common Stock to be issued upon exercise of Sarg Stock Options or vesting of Sarg Restricted Stock Awards, Sarg Performance Restricted Stock Awards, Sarg RSUs or Sarg Performance Units), to be listed on the NASDAQ (or such other stock exchange as may be mutually agreed upon by Cardinal and Sarg), subject to official notice of issuance, prior to the respective Effective Time.


        5.11
    Section 16 Matters.     Prior to the Effective Time, Cardinal and Sarg shall take all such steps as may be required to cause any dispositions of Cardinal Common Stock (including derivative securities with respect to Cardinal Common Stock) or acquisitions of Sarg Common Stock (including derivative securities with respect to Sarg Common Stock) resulting from the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Cardinal, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

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        5.12    Shareholder Litigation.     Each of Cardinal and Sarg shall provide the other party the opportunity to participate in the defense of any litigation brought by shareholders of Cardinal or stockholders of Sarg or in the name of Cardinal or Sarg against Cardinal or Sarg, as applicable, and/or their respective directors relating to the Transactions contemplated by this Agreement, including the Merger ("Transaction Litigation"); provided, however, that no party shall compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any litigation arising or resulting from the Transactions contemplated by this Agreement, or consent to the same, without the prior written consent of the other party (not be unreasonably withheld, conditioned of delayed).


        5.13
    Tax Matters.     


        5.14
    Employee Matters.    

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        5.15
    Interim Financial Reports    


ARTICLE 6
CONDITIONS TO CONSUMMATION OF THE MERGER

        6.1    Conditions to Obligations of Each Party Under This Agreement.     The obligations of Cardinal, Sarg, and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable Law), at or prior to the Closing, of the following conditions:

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        6.2
    Conditions to Obligations of Cardinal Under This Agreement.     The obligations of Cardinal to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable Law), at or prior to the Closing, of the following conditions:

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        6.3
    Conditions to Obligations of Sarg and Merger Sub Under This Agreement.     The obligations of Sarg and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable Law), at or prior to the Closing, of the following conditions:

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ARTICLE 7
TERMINATION, AMENDMENT AND WAIVER

        7.1    Termination.     This Agreement may be terminated, and the Merger contemplated hereby may be abandoned by action taken or authorized by the Board of Directors of the terminating party or parties, whether before or after the Cardinal Shareholder Approval or the Sarg Stockholder Approval:

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        7.2    Effect of Termination.     In the event of the valid termination of this Agreement by either Cardinal or Sarg as provided in Section 7.1, written notice thereof shall forthwith be given by the terminating party to the other party specifying the provision hereof pursuant to which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 7.1, this Agreement shall be terminated and this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Cardinal, Sarg or Merger Sub, other than this Section 7.2, Section 7.3 and Article 8, which provisions shall survive such termination; provided, that nothing herein shall relieve any party for any liability for Willful Breach or fraud. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive the termination of this Agreement in accordance with their terms.


        7.3
    Termination Fee; Expenses.     

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        Any Cardinal Termination Fee due under this Section 7.3(b) shall be paid by wire transfer of immediately available funds. Any Expenses of Sarg due under this Section 7.3(b) shall be (x) reduced by the amount of Expenses, if any, paid pursuant to Section 7.3(c) and (y) paid by wire transfer of immediately available funds no later than two Business Days after Cardinal's receipt from Sarg of an itemized statement identifying such Expenses.

        Any Sarg Termination Fee due under this Section 7.3(d) shall be paid by wire transfer of immediately available funds. Any Expenses of Cardinal due under this Section 7.3(d) shall be (x) reduced by the amount of Expenses, if any, paid pursuant to Section 7.3(e) and (y) paid by wire transfer of immediately available funds no later than two Business Days after Sarg's receipt from Cardinal of an itemized statement identifying such Expenses.

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        7.4
    Amendment or Supplement.     This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors at any time prior to the Effective Time, whether before or after the Cardinal Shareholder Approval or the Sarg Stockholder Approval has been obtained; provided, that after the Cardinal Shareholder Approval or the Sarg Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the shareholders of Cardinal or stockholders of Sarg without such further approval or adoption. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.


        7.5
    Extension of Time; Waiver.     At any time prior to the Effective Time, the parties may, by action taken or authorized by their respective Boards of Directors, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in this Agreement or any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions of the other parties contained herein; provided, that after the Cardinal Shareholder Approval or the Sarg Stockholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the shareholders of Cardinal or stockholders of Sarg, as applicable, without such further approval or adoption. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

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ARTICLE 8
GENERAL PROVISIONS

        8.1    Non-Survival of Representations and Warranties.     None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, other than those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time.

        8.2    Notices.    Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered or sent if delivered in person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), (b) on the fifth Business Day after dispatch by registered or certified mail, (c) on the next Business Day if transmitted by national overnight courier or (d) on the date delivered if sent by email (provided confirmation of email receipt is obtained), in each case as follows:

If to Sarg or Merger Sub, addressed to it at:

Strayer Education Inc.
2303 Dulles Station Boulevard
Herndon, VA 20171
Tel: 1-202-879-5017

Attention:

  Viet D. Dinh

Email:

  viet.dinh@strayer.edu

with a copy to (for information purposes only):

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Tel: 1-212-446-5944
Fax: 1-212-446-4900

Attention:

  Sarkis Jebejian, P.C.
Mark D. Director
Clement Smadja

Email:

  sarkis.jebejian@kirkland.com
mark.director@kirkland.com
clement.smadja@kirkland.com

If to Cardinal, addressed to it at:

Capella Education Company
Capella Tower
225 South 6th Street, 9th Floor
Minneapolis, MN 55402
Tel: (612) 977-5810
Fax: (612) 977-5660

Attention:

  Steven L. Polacek
Richard Senese, PhD

Email:

  Steve.Polacek@Capella.edu
Dick.Senese@Capella.edu

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with a copy to (for information purposes only):

Latham & Watkins LLP
650 Town Center Drive
20th Floor
Costa Mesa, California 92626-1925
Tel: (714) 755-8197
Fax: (714) 755-8290

Attention:

  Michael A. Treska
Mark D. Gerstein
Paul D. Tosetti

Email:

  Michael.Treska@lw.com
Mark.Gerstein@lw.com
Paul.Tosetti@lw.com


        8.3
    Certain Definitions.     For purposes of this Agreement, the term:

        "Acceptable Confidentiality Agreement" means a confidentiality agreement that contains provisions that are no less favorable to Cardinal or Sarg, as applicable, than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement need not prohibit the making or amending of an Competing Proposal); provided that such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with any party to this Agreement or otherwise conflicting with the obligations of any party under this Agreement.

        "Accrediting Body" means any Person, whether private or quasi-private, whether foreign or domestic, which engages in the granting or withholding of accreditation of postsecondary institutions or their educational programs in accordance with standards and requirements relating to the performance, operations, financial condition or academic standards of such institutions, including the HLC.

        "affiliate" means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person.

        "Anti-corruption Laws" means Laws relating to anti-bribery or anti-corruption (governmental or commercial) which apply to Sarg, Cardinal or their respective Subsidiaries, including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Government Official or other Person to obtain a business advantage, including the FCPA, the U.K. Bribery Act of 2010 and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

        "associate" has the meaning set forth in Section 3-601 of the MGCL.

        "beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has the meaning set forth in Rule 13d-3 under the Exchange Act.

        "Business Day" means any date except Saturday or Sunday on which commercial banks are not required or authorized to close in New York, New York, United States.

        "Cardinal Disclosure Schedule" means the disclosure schedule delivered by Cardinal to Sarg prior to the execution of this Agreement.

        "Cardinal ESPP" means the Cardinal Education Company Employee Stock Purchase Plan.

        "Cardinal Material Adverse Effect" means any change, event, development, condition, occurrence or effect that is, or would reasonably be expected to (x) be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Cardinal and its Subsidiaries, taken as a whole or (y) prevent or materially delay the consummation of the Transactions; provided, however,

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that, in the case of clause (x), none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Cardinal Material Adverse Effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions in the United States, (ii) any changes of Law or GAAP (or, in each case, any authoritative interpretations thereof), (iii) any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof, (iv) any changes generally affecting the industries in which Cardinal and its Subsidiaries conduct their businesses, including the post-secondary or proprietary education industry, (v) any changes resulting from the execution of this Agreement or the announcement or the pendency of the Merger, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the Transactions (provided that the exception in this clause (v) shall not apply for purposes of the representations and warranties in Sections 4.4, 4.11(g), 4.11(i), 4.16(a)(xvi) and 4.17(b)), (vi) changes in Cardinal's stock price or the trading volume of Cardinal's stock or any change in the credit rating of Cardinal (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), (vii) any changes or effects resulting from any action required to be taken by the terms of this Agreement, (viii) the failure to meet internal or analysts' expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition) or (ix) any Transaction Litigation; provided, that in the case of clauses (i), (ii), (iii) and (iv), if and only to the extent such changes do not have a disproportionate impact on Cardinal and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which Cardinal and its Subsidiaries conduct their businesses.

        "Cardinal School" means any educational intuition or location owned or operated by Cardinal or any of its Subsidiaries.

        "Cardinal University" means Cardinal University, Inc.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Combined Company Material Adverse Effect" means any change, event, development, condition, occurrence or effect that is, or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Cardinal and Sarg and their respective Subsidiaries, taken as a whole; provided, however, that, none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Combined Company Material Adverse Effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory (other than educational regulatory) conditions in the United States, (ii) any changes of GAAP (or, in each case, any authoritative interpretations thereof) or (iii) any non-regulatory changes generally affecting the industries in which Cardinal or Sarg and their respective Subsidiaries conduct their businesses, including the post-secondary or proprietary education industry; provided, that in the case of clauses (i), (ii) and (iii), if and only to the extent such changes do not have a disproportionate impact on Cardinal or Sarg and their respective Subsidiaries, taken as a whole, as compared to other participants in the industries in which Cardinal or Sarg and their respective Subsidiaries conduct their businesses.

        "Contract" means any agreements, arrangements, commitments, understandings, contracts, leases and subleases (whether for real or personal property), powers of attorney, notes, bonds, mortgages, indentures, deeds of trust, loans, evidences of indebtedness, purchase orders, letters of credit, settlement agreements, franchise agreements, undertakings, covenants not to compete, employment agreements, licenses, instruments, obligations, commitments, understandings, policies, purchase and

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sales orders, quotations and other commitments to which a Person is a party or to which any of the assets of such Person or its Subsidiaries are subject, whether oral or written, express or implied, including all amendments or modifications thereto.

        "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock or shares or as trustee or executor, by Contract or otherwise.

        "Disclosure Schedules" means the Cardinal Disclosure Schedule and the Sarg Disclosure Schedule.

        "DOE" means the U.S. Department of Education or any successor agency.

        "DOE Preacquisition Review Notice" means a written notice from the DOE following the DOE's review of the applicable Preacquisition Review Application.

        "Educational Agency" means any Person, entity or organization, whether governmental, government-chartered, private or quasi-private, that engages in granting or withholding Educational Approvals for, administers Student Financial Assistance to or for students of, or otherwise regulates private postsecondary schools in accordance with standards relating to the performance, operation, financial condition or academic standards of such schools, including the DOE, any Accrediting Body, and State Educational Agency or any foreign regulator.

        "Educational Approval" means any approval issued or required to be issued by an Educational Agency to a Cardinal School or a Sarg School, as applicable, with respect to any aspect of such Cardinal School's operations or such Sarg School's operations, as applicable, subject to the oversight of such Educational Agency, including any such approval for such Cardinal School or such Sarg School, as applicable, to participate in any program of Student Financial Assistance offered or administered by such Educational Agency, but excluding any approval issued to any Cardinal School's employees or any Sarg School's employees, as applicable, on an individual basis.

        "Educational Consent" means any filing, notice, report, consent, registration, approval or authorization required to be made with or obtained from any Governmental Entity, including any Educational Agency, in connection with the execution, delivery and performance of this Agreement or the consummation of the Merger and the Transactions, whether before or after the Closing, in order to maintain, continue or reinstate any Educational Approval held by any Cardinal School or any Sarg School.

        "Environmental Claim" means any Proceeding, investigation, order, demand, allegation, accusation or notice (written or oral) by any Person or entity alleging actual or potential liability (including actual or potential liability for investigatory costs, cleanup costs, response costs, natural resources damages, property damages, personal injuries, attorneys' fees or penalties) arising out of, based on, resulting from or relating to any Environmental Laws, Environmental Permits or the presence, or Release into the environment, of, or exposure to, any Hazardous Materials at any location, but shall not include any claims relating to products liability.

        "Environmental Laws" means any and all applicable, federal, state, provincial, local or foreign Laws, statutes, ordinances, regulations, treaties, policies, guidance, rules, judgments, orders, writs, court decisions or rule of common law, stipulations, injunctions, consent decrees, permits, restrictions and licenses, regulating or relating to Hazardous Materials, pollution, protection of the environment (including ambient air, surface water, ground water, land surface, subsurface strata, wildlife, plants or other natural resources), and/or the protection of health and safety of persons from exposures to Hazardous Materials in the environment.

        "Environmental Permits" means any permit, certificate, approval, identification number, license or other authorization required under, or issued pursuant to, an Environmental Law.

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        "Equity Interest" means any share, capital stock, partnership, member, membership or other equity interest or voting security or similar interest in any Person, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable thereto or therefor or based upon the value thereof.

        "ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended.

        "ERISA Affiliate" means any Person (whether or not incorporated) that, together with Cardinal or Sarg, as applicable, is required to be treated as one employer under Section 414(b), (c), (m) or (o) of the Code.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        "Expenses" means, with respect to any Person, all reasonable and documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers of such Person and its affiliates), incurred by such Person or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions, any litigation with respect thereto, the preparation, printing, filing and mailing of the Joint Proxy Statement or Form S-4, the filing of any required notices under the HSR Act or foreign antitrust, competition, investment, trade regulation or similar Laws, or in connection with other regulatory approvals, and all other matters related to the Merger or the other Transactions.

        "GAAP" means generally accepted accounting principles as applied in the United States.

        "Government Official" means (i) any official, officer, employee, representative or any person acting in an official capacity for or on behalf of any Governmental Entity; (ii) any political party or party official or candidate for political office; (iii) any public international organization or any department or agency thereof; or (iv) any Person or other entity owned in whole or in part, or controlled by any Person described in the foregoing clauses (i), (ii) or (iii) of this definition.

        "Governmental Entity" means any national, federal, state, county, municipal, local or foreign government, or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, and any arbitrator or arbitral body or panel of competent jurisdiction (public or private), but excluding any Educational Agency.

        "group" has the meaning ascribed to in the Exchange Act, except where the context otherwise requires.

        "Hazardous Materials" means any pollutants, chemicals, contaminants or wastes and any other toxic, infectious, carcinogenic, reactive, corrosive, ignitable, flammable or otherwise hazardous substance, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Laws, including any quantity of asbestos in any form, urea formaldehyde, PCBs, radon gas, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products or derivatives.

        "HEA" means the Higher Education Act of 1965, 20 U.S.C. § 1001 et seq., as amended, or successor statutes thereto, and its implementing regulations promulgated by the DOE.

        "HLC" means the Higher Learning Commission.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

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        "Intellectual Property" means all domestic and foreign intellectual property rights, including all (a) inventions (whether or not patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all provisionals, reissues, continuations, continuations-in-part, divisions, revisions, extensions, and reexaminations thereof, (b) trademarks, service marks, trade names, trade dress, logos, corporate names, brand names and other source indicators, together with all translations, adaptations, derivations, and combinations thereof, and all applications, registrations, and renewals in connection therewith, (c) domain names, uniform resource locators and other names and locators associated with the Internet, and all registrations in connection therewith, (d) works of authorship (whether or not published), and all copyrights, designs and mask works, and I registrations, applications and renewals in connection therewith, (e) software and all website content (including text, graphics, images, audio, video and data) and (f) trade secrets, confidential business information, and other proprietary information (including ideas, know-how, formulas, compositions, processes and techniques, research and development information, data, designs, drawings, specifications, research records, records of inventions, test information, financial, marketing and business data, pricing and cost information, business and marketing plans and proposals and customer and supplier lists and information).

        "IRS" means the United States Internal Revenue Service.

        "IT Assets" means computers, software, servers, workstations, routers, hubs, switches, circuits, networks, data communications lines and all other information technology equipment.

        "Joint Proxy Statement" means a proxy statement or similar disclosure document or circular relating to the Cardinal Shareholders Meeting and the Sarg Stockholders Meeting.

        "Knowledge" and "known" means the actual knowledge of the officers of Sarg set forth in Section 8.3(a) of the Sarg Disclosure Schedule or of the officers of Cardinal set forth in Section 8.3(a) of the Cardinal Disclosure Schedule, as the case may be.

        "Law" means any federal, state, provincial, municipal, local or foreign law, statute, code, ordinance, rule, regulation, circular, Order, judgment, writ, stipulation, award, injunction, decree or arbitration award or finding.

        "Lien" means any lien, mortgage, pledge, conditional or installment sale agreement, encumbrance, defect in title, covenant, condition, restriction, charge, option, right of first refusal, easement, security interest, deed of trust, right-of-way, encroachment, community property interest or other claim or restriction of any nature, whether voluntarily incurred or arising by operation of Law (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

        "MBCA" means the Minnesota Business Corporation Act.

        "Merger Consideration Value" means the product obtained by multiplying (i) the Merger Consideration by (ii) the VWAP of Sarg Common Stock.

        "MGCL" means the Maryland General Corporation Law.

        "MSCHE" means the Middle States Commission on Higher Education.

        "NASDAQ" means the NASDAQ Global Select Market.

        "Net Company Share" means, with respect to a Cardinal Director Stock Option, a number of whole and partial shares of Cardinal Common Stock (computed to the nearest five decimal places) equal to the quotient obtained by dividing (a) the product of (i) the number of shares of Cardinal Common Stock subject to such Cardinal Director Stock Option immediately prior to the Effective Time, and (ii) the excess, if any, of the Merger Consideration Value over the exercise price per share of Cardinal

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Common Stock subject to such Cardinal Director Stock Option or Cardinal Non-Employee Stock Option, by (b) the Merger Consideration Value.

        "Order" means any order, writ, injunction, decree, circular, judgment, award, injunction, settlement or stipulation issued, promulgated, made, rendered, entered into or enforced by or with any Governmental Entity (in each case, whether temporary, preliminary or permanent).

        "Other Covered Party" means any political party or party official, or any candidate for political office.

        "Permitted Liens" means (i) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate Proceedings and for which adequate reserves in accordance with GAAP have been established in the latest financial statements of Cardinal included in the Cardinal SEC Documents or Sarg included in the Sarg SEC Documents, as the case may be, (ii) mechanics', workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business consistent with past practice for sums not yet due and payable, (iii) any such matters of record, Liens and other imperfections of title that do not and would not reasonably be expected to, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate, (iv) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any governmental authority having jurisdiction over such real property which are not violated by the current use or occupancy of such real property and (v) restrictions on transfers under applicable securities Laws.

        "Person" means an individual, corporation, limited company, limited liability company, partnership, association, trust, unincorporated organization, Governmental Entity, Educational Agency, other entity or group (as defined in Section 13(d) of the Exchange Act).

        "PPA" means a program participation agreement issued to a postsecondary institution, and to be countersigned by or on behalf of the secretary of the DOE, evidencing such institution's eligibility for and participation in Title IV Programs, and includes a TPPPA.

        "Preacquisition Review Application" means a materially complete electronic application to the DOE marked for preacquisition review, together with any required exhibits or attachment.

        "Proceeding" means any suit, action, proceeding, arbitration, mediation, audit, hearing, inquiry or, to the Knowledge of the Person in question, investigation (in each case, whether civil, criminal, administrative, investigative, formal or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity.

        "Release" means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, emitting, escaping or emptying into or upon the indoor or outdoor environmental, including any soil, sediment, subsurface strata, surface water, groundwater, ambient air, the atmosphere or any other media.

        "Representatives" means, with respect to any Person, such Person's officers, directors, employees, accountants, legal counsel, financial advisors, consultants, financing sources and other advisors and representatives.

        "Sarg Disclosure Schedule" means the disclosure schedule delivered by Sarg to Cardinal prior to the execution of this Agreement.

        "Sarg Material Adverse Effect" means any change, event, development, condition, occurrence or effect that is, or would reasonably be expected to (x) be, materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of Sarg and its Subsidiaries, taken as a whole or (y) prevent or materially delay the consummation of the Transactions; provided, however, that,

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in the case of clause (x), none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Sarg Material Adverse Effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions in the United States, (ii) any changes of Law or GAAP (or, in each case, any authoritative interpretations thereof), (iii) any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof, (iv) any changes generally affecting the industries in which Sarg and its Subsidiaries conduct their businesses, including the post-secondary or proprietary education industry, (v) any changes resulting from the execution of this Agreement or the announcement or the pendency of the Merger, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the Transactions (provided that the exception in this clause (v) shall not apply for purposes of the representations and warranties in Sections 3.4, 3.11(g), 3.11(i) , 3.16(a)(xvi) and 3.17(b)) , (vi) changes in Sarg's stock price or the trading volume of Sarg's stock or any change in the credit rating of Sarg (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), (vii) any changes or effects resulting from any action required to be taken by the terms of this Agreement, (viii) the failure to meet internal or analysts' expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition) or (ix) any Transaction Litigation; provided, that in the case of clauses (i), (ii), (iii) and (iv), if and only to the extent such changes do not have a disproportionate impact on Sarg and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which Sarg and its Subsidiaries conduct their businesses.

        "Sarg School" means any educational institution or location owned or operated by Sarg or any of its Subsidiaries.

        "Sarg Share Issuance" means the issuance of shares of Sarg Common Stock in the Merger pursuant to Section 2.1.

        "Sarg University" means Sarg University, LLC.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

        "State Educational Agency" means any state educational licensing authority, agency, department, board or commission that provides an approval, certification, exemption or other authorization necessary for a postsecondary institution (whether its main campus, branch campus, additional location, satellite or other facility thereof) to provide postsecondary education in that state including any distance education.

        "Student Financial Assistance" means any form of student financial assistance, grants or loans that is administered by any Educational Agency or other Governmental Entity, including the Title IV Programs and any other program authorized by the HEA and administered by the DOE.

        "Subsidiary" means, with respect to any Person, any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, a majority of the stock or other Equity Interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity, or any Person that would otherwise be deemed a "subsidiary" under Rule 12b-2 promulgated under the Exchange Act.

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        "Substantial Control" means, with respect to a Person, (1) holding at least a 25% ownership interest in the Person, whether directly, indirectly, or together with family members (as that term is defined at 34 C.F.R. § 668.174(c)(4)), (2) representing the holder or holders of at least a 25% ownership interest in the Person, including under a voting trust, power of attorney, proxy, or similar agreement, or (3) being a member of the board of directors, a general partner, the chief executive officer, or other executive officer of the Person or an entity that holds at least a 25% ownership interest in the Person, in each case as the term "ownership interest" is defined at 34 C.F.R. § 668.174(c).

        "Tax Counsel" shall (i) for purposes of Section 6.2(d), have the meaning set forth on Section 8.3(b) of the Cardinal Disclosure Schedule and (ii) for purposes of Section 6.3(d), have the meaning set forth on Section 8.3(b) of the Sarg Disclosure Schedule.

        "Tax Return" means any report, return (including information return), claim for refund, election, estimated tax filing or declaration required to be supplied to any Governmental Entity with respect to Taxes, including any schedule or attachment thereto, and including any amendments thereof.

        "Taxes" means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity, including income, franchise, windfall or other profits, gross receipts, property, escheat or unclaimed property, sales, use, net worth, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, excise, withholding, ad valorem, stamp, transfer, value-added, gains tax and license, registration and documentation fees.

        "Title IV" means Title IV of the HEA.

        "Title IV Cardinal School" means any School that has been issued an Office of Postsecondary Education Identification Number by the DOE, including the main campus and any other campus, branch, satellite location or other facility at which the institution offers all or any portion of an educational program.

        "Title IV Program" means the programs of federal student financial assistance administered pursuant to Title IV.

        "Title IV Sarg School" means any Sarg School that has been issued an Office of Postsecondary Education Identification Number by the DOE, including the main campus and any other campus, branch, satellite location or other facility at which the institution offers all or any portion of an educational program.

        "TPPPA" means a temporary provisional program participation agreement issued to a postsecondary institution, and to be countersigned by or on behalf of the secretary of the DOE evidencing such institution's continued eligibility for and participation in Title IV Programs on an interim basis following a change in ownership or control as determined by the DOE.

        "VWAP of Sarg Common Stock" means the volume weighted average price of a share of Sarg Common Stock for a ten (10) trading day period, starting with the opening of trading on the eleventh (11th) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg.

        "Willful Breach" means a material breach of this Agreement that is the consequence of an act or omission by a party with the actual knowledge that the taking of such act or failure to take such action would be a material breach of this Agreement.

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        8.4
    Terms Defined Elsewhere.     The following terms are defined elsewhere in this Agreement, as indicated below:

"Additional Board Designees"

  Section 1.6

"Agreement"

  Preamble

"Alternative Acquisition Agreement"

  Section 5.4(a)

"Amended Sarg Charter"

  Section 1.4(b)

"Articles of Merger"

  Section 1.3(a)

"Cardinal"

  Preamble

"Cardinal Adverse Recommendation Change"

  Section 5.3(c)(ii)

"Cardinal 2005 Stock Plan"

  Section 2.6(a)(i)

"Cardinal 2014 Equity Plan"

  Section 2.6(a)(i)

"Cardinal Benefit Plan"

  Section 4.11(a)

"Cardinal Board"

  Section 4.3(b)

"Cardinal Book-Entry Shares"

  Section 2.1(c)

"Cardinal Business Personnel"

  Section 4.12(a)

"Cardinal Bylaws"

  Section 4.1

"Cardinal Certificate"

  Section 2.1(c)

"Cardinal Charter"

  Section 4.1

"Cardinal Common Stock"

  Section 2.1

"Cardinal Director Stock Option"

  Section 2.6(a)(i)

"Cardinal Director RSU"

  Section 2.6(b)(i)

"Cardinal Employee Stock Option"

  Section 2.6(a)(iii)

"Cardinal Financial Report"

  Section 5.15(b)

"Cardinal Leased Real Property"

  Section 4.14(b)

"Cardinal Material Contracts"

  Section 4.16(c)

"Cardinal Material Intellectual Property"

  Section 4.17(d)

"Cardinal Non-Employee Stock Option"

  Section 2.6(a)(i)

"Cardinal Pre-Closing Educational Consents"

  Section 4.4(c)

"Cardinal Preferred Stock"

  Section 4.2(a)

"Cardinal Recommendation"

  Section 4.3(b)

"Cardinal Registered Intellectual Property"

  Section 4.17(a)

"Cardinal RSU"

  Section 2.6(b)(i)

"Cardinal SEC Documents"

  Section 4.5(a)

"Cardinal SEC Financial Statements"

  Section 4.5(c)

"Cardinal Stock Option"

  Section 2.6(a)(i)

"Cardinal Shareholder Approval"

  Section 4.3(c)

"Cardinal Shareholders Meeting"

  Section 5.3(c)(i)

"Cardinal Stock Plans"

  Section 2.6(a)(i)

"Cardinal Tax Opinion"

  Section 6.2(d)

"Cardinal Termination Fee"

  Section 7.3(b)

"Closing"

  Section 1.2

"Closing Date"

  Section 1.2

"Competing Proposal"

  Section 5.4(g)(i)

"Competing Proposal Notice"

  Section 5.4(b)

"Compliance Date"

  Section 3.18(b)

"Confidentiality Agreement"

  Section 5.5(a)

"Continuing Employee"

  Section 5.14(a)

"Effective Time"

  Section 1.3(b)

"Exchange Agent"

  Section 2.5(a)

"Exchange Fund"

  Section 2.5(a)

"Exchange Ratio"

  Section 2.1(b)

"FCPA"

  Section 3.9(b)

"Form S-4"

  Section 3.7

"Indemnitee"

  Section 5.9(a)

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"Intervening Event"

  Section 5.4(g)(ii)

"Maximum Premium"

  Section 5.9(c)

"Merger"

  Section 1.1(a)

"Merger Consideration"

  Section 2.1(b)

"Merger Sub"

  Preamble

"Multiemployer Plan"

  Section 3.11(f)

"Negotiation Period"

  Section 5.4(b)

"OFAC"

  Section 3.9(e)

"Outside Date"

  Section 7.1(b)(ii)

"Permits"

  Section 3.10

"Plan of Merger"

  Recitals

"Post-Closing 401(k) Plan"

  Section 5.14(c)

"Post-Closing Plan"

  Section 5.14(a)

"Sarbanes-Oxley Act"

  Section 3.5(d)

"Sarg"

  Preamble

"Sarg Adverse Recommendation Change"

  Section 5.3(b)(ii)

"Sarg 2011 Plan"

  Section 3.2(a)

"Sarg 2015 Plan"

  Section 3.2(a)

"Sarg Benefit Plan"

  Section 3.11(a)

"Sarg Board"

  Section 3.3(b)

"Sarg Business Personnel"

  Section 3.12(a)

"Sarg Bylaws"

  Section 3.1

"Sarg Charter"

  Section 3.1

"Sarg Common Stock"

  Section 2.1(b)

"Sarg Financial Report"

  Section 5.15(a)

"Sarg Leased Real Property"

  Section 3.14(b)

"Sarg Material Contracts"

  Section 3.16(c)

"Sarg Material Intellectual Property"

  Section 3.17(d)

"Sarg Owned Real Property"

  Section 3.14(a)

"Sarg Performance Restricted Stock Award"

  Section 3.2(a)

"Sarg Performance Units"

  Section 3.2(a)

"Sarg Preferred Stock"

  Section 3.2(a)

"Sarg Real Property"

  Section 3.14(c)

"Sarg Recommendation"

  Section 3.3(b)

"Sarg Registered Intellectual Property"

  Section 3.17(a)

"Sarg Restricted Stock Award"

  Section 3.2(a)

"Sarg RSU"

  Section 2.6(b)(ii)

"Sarg SEC Documents"

  Section 3.5(a)

"Sarg SEC Financial Statements"

  Section 3.5(c)

"Sarg Stock Option"

  Section 2.6(a)(iii)

"Sarg Stockholder Approval"

  Section 3.3(c)

"Sarg Stock Plans"

  Section 3.2(a)

"Sarg Stockholders Meeting"

  Section 5.3(b)(i)

"Sarg Tax Opinion"

  Section 6.3(d)

"Sarg Termination Fee"

  Section 7.3(d)

"Superior Proposal"

  Section 5.4(g)(iii)

"Surviving Corporation"

  Section 1.1(a)

"Takeover Laws"

  Section 3.3(c)

"Transaction Litigation"

  Section 5.12

"Transactions"

  Section 1.1(a)

"Treasury Regulations"

  Recitals

"WARN Act"

  Section 3.12(b)

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        8.5    Headings.     The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


        8.6
    Severability.     If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.


        8.7
    Entire Agreement.     This Agreement (together with the Exhibits, the Cardinal Disclosure Schedules, the Sarg Disclosure Schedules and the other documents delivered pursuant hereto) and the Confidentiality Agreement constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein or therein, are not intended to confer upon any other Person any rights or remedies hereunder or thereunder. Each of Cardinal and Sarg acknowledge and agree that each such party, as applicable, has not relied upon or otherwise been induced by any express or implied representations or warranties other than those set forth in Article 3 (in the case of Cardinal) and Article 4 (in the case of Sarg).


        8.8
    Assignment.     Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.


        8.9
    Parties in Interest.     This Agreement shall be binding upon and inure solely to the benefit of the parties and their respective successors and assigns, and nothing in this Agreement, express or implied, other than pursuant to Section 5.9, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


        8.10
    Mutual Drafting; Interpretation.     Each party has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation." As used in this Agreement, references to a "party" or the "parties" are intended to refer to a party to this Agreement or the parties to this Agreement. Except as otherwise indicated, all references in this Agreement to "Sections," "Exhibits," "Annexes" and "Schedules" are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to "$" are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term "or" shall not be deemed to be exclusive. In this Agreement, when determining whether an item is "material" to Cardinal or its Subsidiary or Sarg or its Subsidiary, the term "material" shall be interpreted to mean, as applicable, "Material to the business of Cardinal and its

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Subsidiaries, taken as a whole" or "material to the business of Sarg and its Subsidiaries, taken as a whole."


        8.11
    Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.     


        8.12
    Counterparts.     This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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        8.13
    Delivery by Facsimile or Email.     This Agreement, and any amendments hereto, waivers hereof or consents or notifications hereunder, to the extent signed and delivered by facsimile or by email with scan attachment, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re-execute original forms thereof and deliver them to all other parties. No party shall raise the use of facsimile or email to deliver a signature or the fact that any signature or Contract was transmitted or communicated by facsimile or email with scan attachment as a defense to the formation of a legally binding contract, and each such party forever waives any such defense.


        8.14
    Specific Performance.     The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent actual or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state or foreign jurisdiction having jurisdiction, this being in addition to any other remedy to which they are entitled at Law or in equity. The parties waive, in connection with any action for specific performance or injunctive relief, the defense of adequacy of remedies at Law and any requirement under Law to post a bond or other security as a prerequisite to obtaining equitable relief.


        8.15
    Disclosure Schedules.     The parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of parties, (b) the disclosure by the parties of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by any party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, (c) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules; provided that, notwithstanding anything to the contrary provided elsewhere herein, any item or information disclosed pursuant to Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.19, 3.20, 3.21, 4.1, 4.2, 4.3, 4.4, 4.6, 4.19, 4.20, or 4.21 shall be disclosed solely in the corresponding section of the Disclosure Schedule, and not by any other section thereof or any Sarg SEC Document or Cardinal SEC Document, as applicable, (d) except as provided in clause (c) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (e) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement and (f) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of the parties except as and to the extent provided in this Agreement.

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        IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

  CAPELLA EDUCATION COMPANY

 

By:

 

/s/ J. KEVIN GILLIGAN


      Name:   J. Kevin Gilligan

      Title:   Chairman and Chief Executive Officer

 

STRAYER EDUCATION, INC.

 

By:

 

/s/ ROBERT S. SILBERMAN


      Name:   Robert S. Silberman

      Title:   Executive Chairman and Director

 

SARG SUB INC.

 

By:

 

/s/ VIET D. DINH


      Name:   Viet D. Dinh

      Title:   President and Director

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Exhibit A

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CAPELLA EDUCATION COMPANY

        The following Amended and Restated Articles of Incorporation amend and restate the previous Articles of Incorporation, as amended, of Capella Education Company and shall be the Articles of Incorporation of Capella Education Company:


ARTICLE 1
Name

        The name of this corporation is Capella Education Company.


ARTICLE 2
Registered Office

        The address of this corporation's registered office in this state is 225 South Sixth Street, 9th Floor, Minneapolis, Minnesota 55402.


ARTICLE 3
Authorized Capital

        The total authorized number of shares of this corporation is 1,000 shares. All common stock will have a par value of $0.01 per share. The board of directors has the authority to establish more than one class or series of shares and to fix the relative rights and preferences of any such different class or series.


ARTICLE 4
Cumulative Voting Prohibition

        Shareholders will have no rights of cumulative voting.


ARTICLE 5
Preemptive Rights Prohibition

        Shareholders will have no statutory preemptive rights.


ARTICLE 6
Dissenters' Rights Prohibition

        A shareholder's right to dissent from or obtain payment for the fair value of the shareholder's shares are limited to the fullest extent permitted by Minnesota law. Pursuant to Minnesota Statutes Section 302A.471, subdivision 1(a) (or similar provisions of future law), a shareholder will have no right to dissent from, and obtain payment for the fair value of the shareholder's shares in the event of, an amendment of the articles that materially and adversely affects the rights or preferences of the shares of the dissenting shareholder in that it: (1) alters or abolishes a preferential right of the shares; (2) creates, alters, or abolishes a right in respect of the redemption of the shares, including a provision respecting a sinking fund for the redemption or repurchase of the shares; (3) alters or abolishes a preemptive right of the holder of the shares to acquire shares, securities other than shares, or rights to purchase shares or securities other than shares; or (4) excludes or limits the right of a shareholder to vote on a matter or to cumulate votes.

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ARTICLE 7
Directors Action by Written Consent

        Any action required or permitted to be taken at a meeting of the board of directors may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors then in office, unless the action is one which need not be approved by the shareholders, in which case such action will be effective if signed by, or consented to by authenticated electronic communication, the number of directors that would be required to take the same action at a meeting at which all directors were present.


ARTICLE 8
Shareholders Action by Written Consent

        Any action required or permitted to be taken at a meeting of the shareholders may be taken by written action signed, or consented to by authenticated electronic communication, by shareholders having voting power equal to the voting power that would be required to take the same action at a meeting at which all shareholders entitled to vote were present.


ARTICLE 9
Limitation of Director Liability

        To the full extent that Chapter 302A of the Minnesota Statutes, as it exists on the effective date of this Article 9 or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article 9 shall not adversely affect any right or protection as a director of the corporation for or with respect to any acts or omission of such director occurring prior to such amendment or repeal.

* * *

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Exhibit B

ARTICLES OF AMENDMENT AND RESTATEMENT
OF
STRAYER EDUCATION, INC.

ARTICLE I

        Strayer Education, Inc., a Maryland corporation (the "Corporation"), desires to amend and restate its charter.


ARTICLE II

        The following provisions set forth in Article III are all the provisions of the charter of the Corporation currently in effect and as hereinafter amended, with effect on the date these Articles of Amendment and Restatement are accepted for record by the State Department of Assessments and Taxation of the State of Maryland (the "Effective Date").


ARTICLE III

        FIRST:    The name of the Corporation is: STRATEGIC EDUCATION, INC.

        SECOND:    The purposes for which the Corporation is formed are:

        The foregoing purposes shall, except when otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other article of these Articles of Incorporation or of any amendment thereto, and shall each be regarded as independent, and construed as powers as well as purposes.

        The Corporation shall be authorized to exercise and enjoy all of the powers, rights, and privileges granted to, or conferred upon, corporations by the general laws of the State of Maryland now or hereafter in force, and the enumeration of the foregoing powers and purposes shall not be deemed to exclude any powers, rights, or privileges so granted or conferred.

        THIRD:    The address of the principal office of the Corporation in the State of Maryland is, 2405 York Road, Suite 201, Lutherville, Maryland 21093, c/o The Corporation Trust Incorporated.

        FOURTH:    The name of the resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, a Maryland corporation, and the post office address of the resident agent is 2405 York Road, Suite 201, Lutherville, Maryland 21093.

        FIFTH:    The total number of shares of stock which the Corporation shall have authority to issue is 40,000,000, consisting of (a) 32,000,000 shares of common stock, par value $0.01 per share ("Common Stock") and (b) 8,000,000 shares of preferred stock, par value $0.01 per share ("Preferred Stock"). The aggregate par value of all authorized shares of stock having par value is $400,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Article SEVENTH of the charter, the number of authorized shares of the former class shall be

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automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph.

        SIXTH:    The number of directors of the Corporation shall initially be one (1), which number may be changed from time to time pursuant to the By-laws of the Corporation; provided, however, that so long as the Corporation has less than three stockholders, the number of directors may be less than three but, in that case, shall not be less than the number of stockholders.

        SEVENTH:    The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

        EIGHTH:    To the fullest extent permitted by the laws of the State of Maryland, the liability of any director or officer of the Corporation to the Corporation or its stockholders for money damages shall be limited to the sum of ten dollars ($10.00), provided that nothing contained in this Article EIGHTH shall limit the liability of a director or officer (i) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. This Article EIGHTH shall not be construed to affect the liability of a person in any capacity other than the person's capacity as a director or officer.

        NINTH:    The Corporation expressly elects not to be governed by the provisions of Section 3-602 of the Corporations and Associations Article of the Annotated Code of Maryland pursuant to Section 3-603(e)(1)(iii) of the Corporations and Associations Article of the Annotated Code of Maryland.

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        TENTH:    The Corporation expressly elects not to be governed by the provisions of Section 3-701 through Section 3-709, inclusive, of the Corporations and Associations Article of the Annotated Code of Maryland pursuant to Section 3-702(b) of the Corporations and Associations Article of the Annotated Code of Maryland.

        ELEVENTH:    The duration of the Corporation shall be perpetual.

        TWELFTH:    In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of any series of Preferred Stock whose preferential rights upon dissolution are superior to those receiving the distribution shall not be added to the Corporation's total liabilities.


ARTICLE IV

        The amendment and restatement of the charter of the Corporation set forth in Article III hereof has been duly advised by the board of directors and approved by the stockholders of the Corporation as required by law.


ARTICLE V

        The name and address of the Corporation's current resident agent and the current address of the principal office of the Corporation are as set forth in Articles THIRD and FOURTH of the amendment and restatement of the charter set forth in Article III hereof.


ARTICLE VI

        The current number of directors of the Corporation is ten, and the names of those currently in office are as follows: Robert S. Silberman, Charlotte F. Beason, William E. Brock, John T. Casteen, Nate Fick, Robert R. Grusky, Karl McDonnell, Todd A. Milano, G. Thomas Waite, III, and J. David Wargo.


ARTICLE VII

        7.1.  Immediately before the amendments set forth in Article FOURTH of the amendment and restatement of the charter set forth in Article III hereof, the Corporation has authority to issue 28,000,000 shares of stock, all having a par value of $0.01 per share, consisting of (i) 20,000,000 shares of Common Stock and (ii) 8,000,000 shares of Preferred Stock, and the aggregate par value of all shares of all classes is $280,000.

        7.2.  As the charter is amended, the Corporation has authority to issue 40,000,000 shares of stock, all having a par value of $0.01 per share, consisting of (i) 32,000,000 shares of Common Stock and (ii) 8,000,000 shares of Preferred Stock, and the aggregate par value of all shares of all classes is $400,000.

        7.3.  None of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any class of the Corporation's stock were changed by the amendments set forth in these Articles of Amendment and Restatement.


ARTICLE VIII

        The undersigned [TITLE] acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned [TITLE] acknowledges that, to the best of [his] knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

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Annex B


ARTICLES OF

AMENDMENT AND RESTATEMENT
OF
STRAYER EDUCATION, INC.


ARTICLE I

        Strayer Education, Inc., a Maryland corporation (the "Corporation"), desires to amend and restate its charter.


ARTICLE II

        The following provisions set forth in Article III are all the provisions of the charter of the Corporation currently in effect and as hereinafter amended, with effect on the date these Articles of Amendment and Restatement are accepted for record by the State Department of Assessment and Taxation of the State of Maryland (the "Effective Date").


ARTICLE III

        2. FIRST: The name of the corporation is STRAYERCorporation is: STRATEGIC EDUCATION, INC. (hereinafter referred to as the "CORPORATION").

        3. SECOND: The purposes for which the Corporation is formed are:

        (a)   To acquire all of the outstanding capital stock of Strayer College, Inc. and Education Loan Processing, Inc. Upon completion of the transactions, Strayer College, Inc. and Education Loan Processing, Inc. will each be direct subsidiaries of the Corporation.

        (b)   To engage in and carry on any other business which may conveniently be conducted in conjunction with any business of the Corporation, or otherwise, or that may benefit the interests of the Corporation.

        (c)   To have and exercise all powers necessary or convenient to effectuate any or all of the purposes for which the Corporation is formed.

        (d)   In general, to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland.

        The foregoing purposes shall, except when otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other article of these Articles of Incorporation or of any amendment thereto, and shall each be regarded as independent, and construed as powers as well as purposes.

        The Corporation shall be authorized to exercise and enjoy all of the powers, rights, and privileges granted to, or conferred upon, corporations by the general laws of the State of Maryland now or hereafter in force, and the enumeration of the foregoing powers and purposes shall not be deemed to exclude any powers, rights, or privileges so granted or conferred.

        4. THIRD: The address of the principal office of the Corporation in the State of Maryland is 32 South Street, Baltimore, 2405 York Road, Suite 201, Lutherville, Maryland 21202,21093, c/o tThe Corporation Trust Incorporated.

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        FOURTH: The name of the resident agent of the Corporation in the State of Maryland is tThe Corporation Trust Incorporated, a Maryland corporation, and the post office address of the agent is 32 South Street, Baltimore2405 York Road, Suite 201, Lutherville, Maryland 21202.21093.

        5. Subject to paragraph (b) hereof, the Corporation has authority to issue 28,000,000 shares of stock, FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is 40,000,000, consisting of 20,000,000(a) 32,000,000 shares of Common Stock, $0.01common stock, par value $0.01 per share (the "Common Stock"), and (b) 8,000,000 shares of Preferred Stock, $0.01preferred stock, par value $0.01 per share (the "Preferred Stock"). The aggregate par value of all authorized shares of stock having par value, is $280,000.400,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Article SEVENTH of the charter, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph.

        (a) Of the 20,000,000 shares of Common Stock that the Corporation has authority to issue, 8,000,000 shares shall not be classified or reclassified into shares of stock of any other class or series of the Corporation and shall be issued only upon conversion of shares of Preferred Stock to be classified and designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"). In the event that the Corporation does not have a sufficient number of authorized shares of Common Stock available for issuance upon conversion of Series A Preferred Stock, the Board of Directors, with the approval of a majority of the entire Board of Directors, and without any action by the stockholders of the Corporation, may amend the charter of the Corporation to increase the number of shares of Common Stock that the Corporation has authority to issue upon conversion of the Series A Preferred Stock.

        6. SIXTH: The number of directors of the Corporation shall initially be Oone (1), which number may be changed from time to time pursuant to the By-laws of the Corporation; provided, however, that so long as the Corporation has less than three stockholders, the number of directors may be less than three but, in that case, shall not be less than the number of stockholders. The name of the person who will serve as a director of the Corporation until the first annual meeting of stockholders and until his successors are elected and qualify is Ron K. Bailey.

        7. SEVENTH: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

        (a)   The Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, without the approval of the stockholders of the Corporation, for consideration as is determined by the Board of Directors in accordance with applicable law.

        (b)   No stockholder of the Corporation shall have preemptive rights to purchase, subscribe for, or otherwise acquire any stock or other securities of the Corporation, and any and all preemptive rights are hereby denied, except that the Purchasers (as defined herein) shall have the preemptive rights granted under Section 9.3 of the Preferred Stock Purchase Agreement, dated November 28, 2000, by and among the Corporation and the purchasers of the Series A Preferred Stock named therein (the "Purchasers"), as amended from time to time.

        (c)   The Corporation reserves the right from time to time to make any amendment of its charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in the charter, of any outstanding stock.

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        (d)   The Board of Directors of the Corporation may classify or reclassify any unissued shares of stock of the Corporation by setting or changing in any one or more respects, from time to time before issuance of the shares, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the shares.

        (e)   With respect to any corporate action to be taken by the Corporation which, under the general laws of the State of Maryland, would (in the absence of this subparagraph (e) of this Article SEVENTH) require the authorization or approval of a greater proportion than a majority of all votes entitled to be cast for the action to be effective and valid, the corporate action shall be effective and valid if authorized or approved by at least a majority of all the votes entitled to be cast thereon, after due authorization and/or approval and/or advice of the action by the Board of Directors as required by law.

        8. EIGHTH: To the fullest extent permitted by the laws of the State of Maryland, the liability of any director or officer of the Corporation to the Corporation or its stockholders for money damages shall be limited to the sum of ten dollars ($10.00), provided that nothing contained in this Article EighthEIGHTH shall limit the liability of a director or officer (i) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. This Article EighthEIGHTH shall not be construed to affect the liability of a person in any capacity other than the person's capacity as a director or officer.

        9. NINTH: The Corporation expressly elects not to be governed by the provisions of Section 3-602 of the Corporations and Associations Article of the Annotated Code of Maryland pursuant to Section 3-603(e)(1)(iii) of the Corporations and Associations Article of the Annotated Code of Maryland.

        10. TENTH: The Corporation expressly elects not to be governed by the provisions of Section 3-701 through Section 3-709, inclusive, of the Corporations and Associations Article of the Annotated Code of Maryland pursuant to Section 3-702(b) of the Corporations and Associations Article of the Annotated Code of Maryland.

        11. ELEVENTH: The duration of the Corporation shall be perpetual.

        12. For so long as holders of shares of Series A Preferred Stock have rights to elect Redemption Default Directors (as defined in the terms of the Series A Preferred Stock) pursuant to the terms of the Series A Preferred Stock, notwithstanding any requirement for the approval of any action by the vote of more than a majority of the entire Board of Directors of the Corporation as set forth in the Corporation's charter or Bylaws such action may be approved by the vote of a majority of the entire Board of Directors of the Corporation.

        13. TWELFTH: In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of any series of Preferred Stock whose preferential rights upon dissolution are superior to those receiving the distribution shall not be added to the Corporation's total liabilities.

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ARTICLE IV

        The amendment and restatement of the charter of the Corporation set forth in Article III hereof has been duly advised by the board of directors and approved by the stockholders of the Corporation as required by law.


ARTICLE V

        The name and address of the Corporation's current resident agent and the current address of the principal office of the Corporation are as set forth in Articles THIRD and FOURTH of the amendment and restatement of the charter set forth in Article III hereof.


ARTICLE VI

        The current number of directors of the Corporation is ten, and the names of those currently in office are as follows: Robert S. Silberman, Charlotte F. Beason, William E. Brock, John T. Casteen, Nate Fick, Robert R. Grusky, Karl McDonnell, Todd A. Milano, G. Thomas Waite, III, and J. David Wargo.


ARTICLE VII

        7.1.  Immediately before the amendments set forth in Article FOURTH of the amendment and restatement of the charter set forth in Article III hereof, the Corporation has authority to issue 28,000,000 shares of stock, all having a par value of $0.01 per share, consisting of (i) 20,000,000 shares of Common Stock and (ii) 8,000,000 shares of Preferred Stock, and the aggregate par value of all shares of all classes is $280,000.

        7.2.  As the charter is amended, the Corporation has authority to issue 40,000,000 shares of stock, all having a par value of $0.01 per share, consisting of (i) 32,000,000 shares of Common Stock and (ii) 8,000,000 shares of Preferred Stock, and the aggregate par value of all shares of all classes is $400,000.

        7.3.  None of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any class of the Corporation's stock were changed by the amendments set forth in these Articles of Amendment and Restatement.


ARTICLE VIII

        The undersigned [TITLE] acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned [TITLE] acknowledges that, to the best of [his] knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

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        IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its [TITLE] on [DATE].

ATTEST:       STRAYER EDUCATION, INC.


 

 

By:

 

 

Secretary       [Title]

[Articles Supplementary designating the Series A Preferred Stock are deleted.]

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Annex C


October 29, 2017

Board of Directors
Capella Education Company
Capella Tower
225 South 6th Street, 9th Floor
Minneapolis, MN 55402

Members of the Board:

        We understand that Capella Education Company (the "Company"), Strayer Education, Inc. ("Strayer") and Sarg Sub Inc., a wholly owned subsidiary of Strayer ("Merger Sub"), propose to enter into an Agreement and Plan of Merger, substantially in the form of the draft dated October 27, 2017 (the "Merger Agreement"), which provides, among other things, for the merger (the "Merger") of Merger Sub with and into the Company. Pursuant to the Merger, the Company will become a wholly owned subsidiary of Strayer, and each outstanding share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock"), other than shares held in treasury or held by Strayer, the Company or Merger Sub, or any of their respective wholly owned subsidiaries (the "Excluded Shares"), will be converted into the right to receive 0.875 shares (the "Exchange Ratio") of common stock, par value $0.01 per share, of Strayer (the "Strayer Common Stock"), subject to adjustment in certain circumstances. The terms and conditions of the Merger are more fully set forth in the Merger Agreement.

        You have asked for our opinion as to whether the Exchange Ratio pursuant to the Merger Agreement is fair from a financial point of view to the holders of shares of the Company Common Stock (other than the Excluded Shares).

        For purposes of the opinion set forth herein, we have:

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        We have assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to us by the Company and Strayer, and formed a substantial basis for this opinion. We have assumed that the financial projections provided to us have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of the Company and Strayer of the future financial performance of the Company and Strayer. We have assumed that information and projections relating to strategic, financial and operational benefits anticipated from the Merger have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of the Company and Strayer. We have relied upon, without independent verification, the assessment by the managements of the Company and Strayer of: (i) the strategic, financial and other benefits expected to result from the Merger; (ii) the timing and risks associated with the integration of the Company and Strayer and (iii) their ability to retain key employees of the Company and Strayer, respectively. In addition, we have assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the Merger will be treated as a tax-free reorganization, pursuant to the Internal Revenue Code of 1986, as amended. We have assumed that the definitive Merger Agreement will not differ in any material respect from the draft thereof furnished to us. Morgan Stanley has assumed that in connection with the receipt of all the necessary governmental, quasi-governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. We are not legal, tax or regulatory advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. We express no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of the Company Common Stock in the transaction. We have not made any independent valuation or appraisal of the assets or liabilities of the Company or Strayer, nor have we been furnished with any such valuations or appraisals. Our opinion does not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

        We have acted as financial advisor to the Board of Directors of the Company in connection with this transaction and will receive a fee for our services, a portion of which is payable upon the rendering of this financial opinion and a significant portion of which is contingent upon the closing of the Merger. In the two years prior to the date hereof, we have not provided financial advisory or financing services for the Company or Strayer. Morgan Stanley may seek to provide financial advisory and financing services to the Company or Strayer and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

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        Please note that Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Our securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Strayer, the Company, or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.

        This opinion has been approved by a committee of Morgan Stanley investment banking and other professionals in accordance with our customary practice. This opinion is for the information of the Board of Directors of the Company and may not be used for any other purpose or disclosed without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is required to make with the Securities and Exchange Commission in connection with this transaction if such inclusion is required by applicable law. In addition, this opinion does not in any manner address the prices at which the Strayer Common Stock will trade following consummation of the Merger or at any time and Morgan Stanley expresses no opinion or recommendation as to how the shareholders of Strayer or the Company should vote at the shareholders' meetings to be held in connection with the Merger.

        Based on and subject to the foregoing, we are of the opinion on the date hereof that the Exchange Ratio pursuant to the Merger Agreement is fair from a financial point of view to the holders of shares of the Company Common Stock (other than the Excluded Shares).

        Very truly yours,

 

 

MORGAN STANLEY & CO. LLC

 

 

By:

 

/s/ PEDRO COSTA

        Pedro Costa
Managing Director

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ANNEX D

GRAPHIC

October 27, 2017

The Board of Directors
Strayer Education, Inc.
2303 Dulles Station Blvd.
Herndon, VA 20171

Members of the Board of Directors:

        We understand that Strayer Education, Inc., a Maryland corporation (the "Company"), Sarg Sub Inc., a Minnesota corporation and a wholly owned subsidiary of the Company, and Capella Education Company, a Minnesota corporation ("Capella"), propose to enter into an Agreement and Plan of Merger (the "Merger Agreement") which provides for, among other things, the merger of Merger Sub with and into Capella (the "Transaction"), as a result of which Capella will become a wholly owned subsidiary of the Company and each outstanding share of common stock of Capella, $0.01 par value per share ("Capella Common Stock"), that is not owned by Capella, the Company, Merger Sub or any wholly owned subsidiary of Capella, the Company or Merger Sub will be converted into the right to receive 0.875 (the "Exchange Ratio") shares of common stock of the Company, $0.01 par value per share ("Company Common Stock"). The terms and conditions of the Transaction are more fully set forth in the Merger Agreement.

        You have requested our opinion as to the fairness from a financial point of view to the Company, of the Exchange Ratio provided for in the Merger Agreement.

        For purposes of the opinion set forth herein, we have, among other things:

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        In arriving at our opinion, we have assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information supplied or otherwise made available to us (including information that is available from generally recognized public sources) for purposes of this opinion and have further relied upon the assurances of the management of the Company that, to their knowledge, the information furnished, or approved for our use, by them for purposes of our analysis does not contain any material omissions or misstatements of material fact. We have assumed with your consent that there are no material undisclosed liabilities of the Company or Capella for which adequate reserves or other provisions have not been made. With respect to the Company Forecasts, we have been advised by the management of the Company and have assumed, with your consent, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future stand-alone financial performance of the Company and the future financial performance of the Company and Capella taken together (except to the extent of inputs therein based solely on the Capella Forecasts, as further addressed in the next two sentences), as the case may be, and the other matters covered thereby and we express no view as to the assumptions on which they are based. With respect to the Capella Forecasts, we have assumed, with your consent, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Capella as to the future stand-alone financial performance of Capella and the other matters covered thereby and we express no view as to the assumptions on which they are based. We have relied upon the assessment by management of the Company that the Capella Forecasts have been reasonably prepared. We have assumed, with your consent, that the Anticipated Synergies and potential strategic implications and operational benefits (including the amount, timing and achievability thereof) anticipated by management of the Company to result from the Transaction will be realized in the amounts and at the times projected by management of the Company, and we express no view as to the assumptions on which they are based. We have relied without independent verification upon the

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assessment by the management of the Company of the timing and risks associated with the integration of the Company and Capella. In arriving at our opinion, we have not made any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company or Capella, nor have we been furnished with any such valuations or appraisals, nor have we assumed any obligation to conduct, nor have we conducted, any physical inspection of the properties or facilities of the Company or Capella. In addition, we have not evaluated the solvency of any party to the Merger Agreement, including under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. We have assumed that the final Merger Agreement will not differ in any material respect from the form of Merger Agreement reviewed by us and that the Transaction will be consummated in accordance with the terms set forth in the Merger Agreement, without material modification, waiver or delay. In addition, we have assumed that in connection with the receipt of all the necessary approvals of the proposed Transaction, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on the Company, Capella or the contemplated benefits expected to be derived in the proposed Transaction. We have relied as to all legal matters relevant to rendering our opinion upon the advice of counsel.

        This opinion addresses only the fairness from a financial point of view, as of the date hereof, of the Exchange Ratio provided for in the Merger Agreement to the Company. We have not been asked to, nor do we, offer any opinion as to any other term of the Merger Agreement or any other document contemplated by or entered into in connection with the Merger Agreement or the form or structure of the Transaction or the likely timeframe in which the Transaction will be consummated. In addition, we express no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger Agreement, or any class of such persons, whether relative to the Exchange Ratio or otherwise. We do not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement or any other related document, nor does our opinion address any legal, tax, regulatory or accounting matters, as to which we understand the Company has received such advice as it deems necessary from qualified professionals. Our opinion does not address the underlying business decision of the Company to enter into the Transaction or the relative merits of the Transaction as compared with any other strategic alternative which may be available to the Company. We have not been authorized to solicit, and have not solicited, indications of interest in a transaction with the Company from any party.

        We have acted as financial advisor to the Company in connection with the Transaction and will receive a fee for our services, a portion of which we have received, a portion of which is payable upon the rendering of this opinion and a significant portion of which is contingent upon consummation of the Transaction. In addition, the Company has agreed to reimburse us for certain expenses, and indemnify us for certain liabilities and other items, that may arise out of our engagement. Perella Weinberg Partners LP and its affiliates may in the future provide investment banking and other financial services to the Company and Capella and their respective affiliates and in the future may receive compensation for the rendering of such services. In the ordinary course of our business activities, Perella Weinberg Partners LP or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers or clients, in debt or equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of the Company or Capella or any of their respective affiliates. The issuance of this opinion was approved by a fairness opinion committee of Perella Weinberg Partners LP.

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        This opinion is for the information and assistance of the Board of Directors of the Company in connection with, and for the purposes of its evaluation of, the Transaction. This opinion is not intended to be and does not constitute a recommendation to any holder of Company Common Stock or Capella Common Stock as to how such holders should vote or otherwise act with respect to the proposed Transaction or any other matter and does not in any manner address the prices at which shares of Company Common Stock or Capella Common Stock will trade at any time. In addition, we express no opinion as to the fairness of the Transaction to, or any consideration received in connection with the Transaction by, the holders of any other class of securities, creditors or other constituencies of the Company. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion and the assumptions used in preparing it, and we do not have any obligation to update, revise, or reaffirm this opinion.

        Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, we are of the opinion that, as of the date hereof, the Exchange Ratio provided for in the Merger Agreement is fair from a financial point of view to the Company.

    Very truly yours,

 

 

/s/ Perella Weinberg Partners LP

PERELLA WEINBERG PARTNERS LP

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