The End of Blackboard as a Standalone EdTech Company

Today Blackboard and Anthology – a company created by combining Campus Management, Campus Labs, and iModules – announced an agreement to combine the two companies. The deal is expected to close by the end of the year, just over one decade after Providence Equity Partners took them private. From the original announcement this morning:

The academic LMS market tends to be nonlinear in its changes. Big events, typically around corporate mergers and acquisitions (M&A) or companies going public or private, lead to changes in market dynamics. In between these nonlinear events, the market moves but typically in a more linear fashion along consistent trends.

Today’s news has the potential to be the latest nonlinear impact on the LMS market, and it matters.

With any corporate M&A there is a spectrum of analysis from the objective to the subjective. For today’s post I’ll try to stick on the objective side and describe what the agreement is and answer some questions, while focusing more on the Blackboard side of the news. Beyond the press release mentioned above, I am also relying on Blackboard CEO Bill Ballhaus’ blog post this morning and an interview I had today with Ballhaus and Anthology CEO Jim Milton. I’ll get into subjective analysis and conjecture on what this event means to colleges, universities, K-12 schools, and the LMS market in general.

Merger or Acquisition?

Technically speaking this is a merger, and that is how both Anthology and Blackboard framed the announcement, but in corporate finance you can frame almost any transaction as a merger. In a Twitter thread I suggested that it was something different.

Prior to the creation of Anthology last year, Campus Management was majority owned by Leeds Equity Partners, but Veritas Capital provided the major funding to combine the three companies. Veritas is the majority shareholder, and Leeds was minority. Blackboard, meanwhile, is owned by Providence Equity Partners. Milton and Ballhaus described the new deal as Veritas providing the new funding and retaining majority shareholder status, with both Leeds and Providence as minority. Providence is “rolling over a portion” of the existing equity into the new company, meaning that there was some level of cash acquisition of Blackboard and some level of equity swap. The companies are not disclosing relative company valuations or what percentage of existing Providence stock is rolling over.

Furthermore, Jim Milton will remain the Chairman and CEO of the combined company, while Bill Ballhaus will no longer be an executive. 1

It’s probably more accurate to call this a merger, but it does not appear to be a merger of equals. This is Anthology calling the shots and retaining primary ownership and primary management. Why this matters is that Blackboard will be a junior member of a larger entity – decisions to be made by the new owners and new executive team.

Update: Despite ownership and exec control issues mentioned above, Bloomberg reporter was told that Blackboard was valued at $2 billion and Anthology at $1 billion. This is unconfirmed but worth mentioning.

The deal must be approved by regulators and is expected to close by the end of the year.

What’s in a name?

According to Milton, there is an Integration Management Office kicking off this week to work out these details, and right now they do not have an answer on branding. “Everything is on the table” for the IMO.

Why, pray tell?

“This is a revenue growth opportunity”, according to Milton, with a big emphasis on cross-selling of products and services. Both Milton and Ballhaus stressed the significance that both companies have 24 unique solutions with virtually no overlap. Anthology and Blackboard are adjacent market players. Milton understands that higher education presents a heterogeneous market that will continue to support different vendors for different product categories. The combined company will have a much greater opportunity for cross-selling into existing clients while also looking to expand to new clients.

Anthology and its Student Information System (SIS) will continue to integrate with multiple LMS solutions, and Blackboard will integrate with multiple SISs. Both companies will continue to support industry standards such as those from IMS Global, but over time they have an opportunity to break down data silos and offer greater integration internally than can be done through industry standards. Ballhaus’ blog post described the combination:

There are other opportunities for Anthology based on Blackboard’s more diverse markets. The “lion’s share” of Anthology’s revenue comes from North American higher ed, and only some of their solutions are in the K-12 market or outside of North America. Blackboard, however, has a long history of establishing a global presence. Between the two market opportunities, global higher ed is far more important part of Blackboard’s value than is North American K-12.

Whither Learn Ultra and Learn SaaS?

Cloud-based software is a key part of this deal, as both companies have migrated or are in the process of migrating all products into software-as-a-service (SaaS) offerings. Blackboard Learn is probably the laggard in this respect. In Ballhaus’ blog today he stated that they have “migrated (or are actively planning to migrate) 85% percent of clients using our Blackboard Learn Learning Management System to SaaS”, which is somewhat higher than the chart shared as part of BbWorld this summer at 72%.

Learn Ultra is the user experience built on top of Learn SaaS (in order to use Ultra, you have to have already moved to the cloud), but there are variations on how to adopt Ultra.

• Base Navigation adoption provides a landing page / dashboard using Ultra designs along with a new method of navigating between courses;

• Schools can then adopt Ultra on a course-by-course basis; and

• Some schools are fully migrating to Ultra.

Ballhaus again confirmed the Blackboard strategy to “full Learn Ultra course adoption”, but they have a long way to go on this front based on presentations at the time of BbWorld this past summer. Roughly 55%+ of those moving to Learn SaaS have adopted the Ultra Base Navigation, but only 27% of those have fully migrated to Learn Ultra for all courses. Using the numbers as of July, this means that 27% of 55% of 72%, or just 11% of Blackboard LMS clients are fully on Learn Ultra. Even if those numbers have grown since summer, there is still a long way to go.

Ballhaus was very clear that while the Anthology deal is meant to accelerate Blackboard transition, it does not change the cutoff dates for the cloud migration. Managed hosting and self hosting deployments will be supported through the end of 2022 and the end of 2023, respectively.

Summary

The purpose of this deal is a revenue growth opportunity driven by cross-selling, international growth, and the opportunities to combine products and create new value, particularly at the data level. Once the deal closes, Blackboard will no longer exist as a standalone EdTech company.

Stay tuned for more analysis.

Disclosure: Blackboard and several of their competitors are subscribers to our LMS Market Analysis service.

1 Ballhaus is an investor in the deal, however.

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