Brentwood Associates Recaps The Teaching Co.

Consumer-focused private equity firm Brentwood Associates has recapitalized its portfolio company The Teaching Company Holdings Inc. with a $170 million credit facility, the firm said. The financing was provided by the Senior Secured Loan Program, which is jointly managed by Ares Capital Corporation and an affiliate of GE Capital. The recap provides Brentwood a return on its original investment without changing its ownership stake, the firm said in a statement. The Teaching Company is based in Chantilly, Virginia.

PRESS RELEASE
Brentwood Associates (“Brentwood”), a consumer-focused private equity investment firm, announced it has completed a recapitalization of its portfolio company, The Teaching Company Holdings, Inc. (“The Teaching Company” or the “Company”). The recapitalization, financed through a new $170 million credit facility, provides a significant return on Brentwood’s original investment in the Company, while leaving its ownership stake unchanged.

The Teaching Company is the nation’s leading developer and marketer of proprietary, premium-quality, university-level courses targeted at life-long learners. The Company markets its courses under “The Great Courses” brand (www.thegreatcourses.com) and currently offers more than 350 courses, spanning more than 5,000 hours of content across ten subject categories. Under Brentwood’s ownership, management has expanded the Company’s direct marketing efforts, made significant investments in branding and e-commerce, continued to enhance the visual richness and production quality of the content library, and transitioned to increased digital distribution consistent with the consumption demands of customers.

Eric Reiter, a Partner at Brentwood, commented, “The Teaching Company has demonstrated exceptional financial and operational performance since our acquisition in 2006, having more than doubled its profitability and significantly expanded its content library. The Company is led by an outstanding management team that has successfully executed several important strategic initiatives, including a significant expansion of its marketing efforts and the implementation of a digital distribution platform. With a broad offering of premium-quality, highly-engaging educational content, The Teaching Company is well positioned for accelerated growth as it leverages the many exciting opportunities in digital distribution.”

William Barnum, Jr., a Partner at Brentwood and co-founder of the firm’s private equity effort, added, “With a dedication to creating engaging courses taught by extraordinary professors, The Teaching Company has significantly broadened its base of passionate and loyal customers. Notwithstanding the challenging consumer spending environment over the last several years, the Company has reached new heights both in terms of financial performance and overall customer satisfaction. With the advent of new mobile technology platforms and the continuing convergence of TV and internet, The Teaching Company has never been better positioned for continued growth.”

The financing for the recapitalization was provided by the Senior Secured Loan Program, which is jointly managed by Ares Capital Corporation and an affiliate of GE Capital. GE Capital served as administrative agent, while Ares Capital Corporation served as documentation agent.

Eric Beckman, a Senior Partner in the Global Private Debt Group of Ares Management LLC, commented, “We are excited to partner once again with the talented management team of The Teaching Company and are delighted to have provided a flexible financing solution to one of our key sponsor clients.” Ares also provided the financing for the original acquisition in 2006.

Cindy Rogers, a Managing Director at GE Capital, added, “We were pleased to support our long-standing relationships with Brentwood and The Teaching Company through the Senior Secured Loan Program.”

* * * * * * *

The Teaching Company
The Teaching Company is the nation’s leading developer and marketer of proprietary, premium-quality, university-level courses targeted at life-long learners. The Company markets its courses under “The Great Courses” brand (www.thegreatcourses.com) and currently offers more than 350 courses, which span more than 5,000 hours of content across ten subject categories: science and mathematics, history, fine arts and music, religion and theology, philosophy and intellectual history, literature and English language, business and economics, better living, professional and high school. Courses are available in several formats, including DVD, CD, and digital download. The Teaching Company was founded in 1990 by Thomas M. Rollins, and is based in
Chantilly, Virginia.

Brentwood Associates
Brentwood Associates is a consumer-focused private equity investment firm with over $750 million of capital under management and a thirty-year history of investing in leading middle-market growth companies. Brentwood focuses on investments in growing businesses where it is able to leverage its extensive experience in areas such as: branded consumer products; consumer services; direct marketing, including direct mail and e-commerce; education; health and wellness; restaurants; and specialty retail. Since 1984, Brentwood’s dedicated private equity team has invested in 38 portfolio companies with an aggregate transaction value of over $5 billion. With significant experience in both investing and brand building, Brentwood is a value-added partner with entrepreneurs and executives building world-class companies. For more information about Brentwood, please visit www.brentwood.com.

Senior Secured Loan Program
Senior Secured Loan Program was formed in December 2007 with approximately $3.6 billion of available capital to invest in the senior secured debt of middle-market companies. The program is co-managed by GE Commercial Finance Investment Advisory Services LLC and Ares Capital Corporation and transactions require approval by both managers. SSLP now has $5.1 billion of available capital and can hold up to $300 million in a single transaction for borrowers across a wide range of industry sectors. Senior Secured Loan Program benefits borrowers by virtue of greater speed, simplicity and certainty, with proven partners.

Ares Capital Corporation
Ares Capital (Nasdaq:ARCC) is a closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. With offices in Atlanta, Chicago, Los Angeles, New York and Washington, D.C., Ares Capital is a specialty finance company that provides integrated debt and equity financing solutions to U.S. middle market companies. Ares Capital invests primarily in first-lien and second-lien loans and mezzanine debt, which in some cases includes an equity component. To a lesser extent, Ares Capital also makes equity investments. Ares Capital is externally managed by Ares Capital Management LLC, an affiliate of Ares Management LLC, a global alternative asset manager and a Securities and Exchange Commission registered investment adviser. As of December 31, 2010, Ares Management LLC had approximately $39 billion of committed capital under management. For more information, visit www.arescapitalcorp.com.

GE Capital
GE Capital offers consumers and businesses around the globe an array of financial products and services. For more information, visit www.gecapital.com or follow company news via Twitter (@GECapital). GE (NYSE: GE) is a diversified infrastructure, finance and media company that is taking on the world’s toughest challenges. From aircraft engines and power generation to financial services, health care solutions and television programming, GE operates in more than 100 countries and employs about 300,000 people worldwide. For more information, visit www.ge.com.

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