Financial Services Divestiture Supplemental Information

January 2022

Confidential

Financial Services Divestiture Summary

Adtalem to sell its Financial Services segment for an aggregate purchase price of $1 Billion1 in an all cash transaction

Transaction

Structure

Closing

Conditions and

Government

Approvals

Close Timing and Termination Fee

  • Single Transaction: Adtalem has entered into a definitive agreement to sell its Financial Services portfolio to a consortium of buyers comprised of Wendel Group and Colibri Group (backed by Gridiron Capital) in a single transaction for $1 Billion
    • ACAMS: Wendel to acquire ACAMS, through the purchase of equity interests of the ACAMS entities
    • Becker & OnCourse Learning: Gridiron/Colibri to acquire Becker and OCL, through the purchase of equity interests of the Becker and OCL entities
    • Adtalem Optionality: If closing conditions are satisfied for one buyer party but not the other, Adtalem has unilateral option to close with one buyer
  • Each buyer party must use reasonable best efforts to obtain the governmental approvals required to close
  • The transaction is subject to HSR antitrust approval, parties are required to file the HSR filings within 10 business days of signing
  • Adtalem and Wendel must use reasonable best efforts to obtain CFIUS approval (not a closing condition)
  • Closing of the transactions expected to occur in fiscal third quarter 2022
  • General Termination Fee: Adtalem is entitled to a termination fee of up to $60 million if buyers fail to close under certain circumstances
  • Antitrust Termination Fee: Adtalem is entitled to a termination fee of $10 million from Gridiron/Colibri if the Becker/OCL Transaction has not been consummated by May 23, 2022, due to a failure to obtain HSR clearance for the Becker/OCL Transaction

Transaction implies a ~20x multiple to LTM Sep 2021 segment EBITDA

2

Note 1: Subject to certain closing adjustments

A Platform of Unique and Leading Assets

B2B / B2B2C Trainings and Recertification Cycles, a Powerful Recurring Revenue Model, Help Attract New Members and Reinforce

Global Leadership Position Across Adtalem FS

BUSINESS

OVERVIEW

HIGHLIGHTS

KEY STATS

  • International membership organization dedicated to the anti-money laundering ("AML") space
  • Delivers best-in-classanti-financial crimes ("AFC") education and training to public and private sector organizations globally
  • Vast opportunity in the growing AFC industry
  • Largest international membership organization for AML / CTF (1)
  • 83K+ members in network
  • 175+ countries
  • 500%+ growth in certifications offered
  • Dominant brand recognition
  • Leader in the CPA exam review industry with deeply entrenched positions
  • Emerging CMA exam review and continuing professional education ("CPE") provider across multiple accounting & tax credentials
  • Elite brand equity fueling "right-to- win"
  • Highly-effectivelearning solutions
  • Clear mandate for expansion into continuing education
  • ~1 million candidates have prepared with Becker
  • Working relationship with nearly all of the top 100 U.S. accounting firms
  • 94% CPA pass rate
  • Leading educational technology provider for governance, risk and compliance ("GRC") licensing and webinar solutions for the banking, credit union, state banking associations ("SBA") and mortgage industries
  • Leading content and learning management platforms
  • One of the top brands for training in the banking and mortgage space
  • 2.2K training courses and webinars
  • 150+ relationships with state banking associations, credit unions, etc.
  • OCL is #1 in Mortgage Segment, Boasting Strong Client Retention

3

Note 1: CTF defined as Counter Terrorist Financing

Adtalem Delivered Strong Performance for Financial Services Assets

Consistent double digit annualized growth on both the top and bottom line for Financial Services segment

Transaction implies a ~20x multiple to LTM Sep 2021 segment EBITDA

($ millions)

LTM 9/30/17

LTM 9/30/18

LTM 9/30/19

LTM 9/30/20

LTM 9/30/21

Revenue

137.1

142.8

178.7

187.9

215.3

EBITDA

33.7

30.7

44.5

39.7

50.1

EBITDA Margin

25%

21%

25%

21%

23%

Growth Rate

9/30/20-9/30/21

15%

26%

Preliminary Financial Information

We report our financial results in accordance with U.S. generally accepted accounting principles. All projected financial data in this presentation is preliminary, as financial close procedures for the periods presented are not yet complete. These estimates are not a comprehensive statement of our financial position and results of operations as of and for the periods presented. Actual results may differ materially from these estimates as a result of the completion of normal quarter-end accounting procedures and adjustments, including the execution of our internal control over financial reporting, the completion of the preparation and management's review of our financial statements for the relevant periods and the subsequent occurrence or identification of events prior to the filing of the first quarter financial results or for the relevant period with the Securities and Exchange Commission.

4

Note 1: Adtalem acquired OCL in May 2019

ACAMS Boasts Best Platform for Serving Clients' AML and AFC Needs

  • World's leading membership organization for AFC professionals with over 160,000 community followers, largest of all its competitors
  • Top certification, training, information and analytics solutions
  • Comprehensive platform addressing the global AML community
  • Superior brand with dominant brand recognition in the industry
  • Continuing professional education, thought leadership and best-in-class peer network
  • Broadest offering of products and services and the broadest geographic footprint serving 83K+ professionals in 175+ countries
  • Broader solution suite serving the AFC ecosystem

CERTIFICATION

  • Developed the Certified Anti- Money Laundering Specialist Certification ("CAMS") aimed at setting an international standard of knowledge for
    AML
  • Recently expanded offerings with the development of the Certified Global Sanctions Specialist Certification ("CGSS")

MEMBERSHIP

  • Largest international membership (more than 83,000 members) organization dedicated to enhancing the knowledge, skills and expertise of AML and financial crime detection and prevention

CONFERENCES

  • Conferences provide expert- led training on timely, relevant programs on important topics (i.e., cybersecurity and cryptocurrency)
  • Extensive opportunities for professional development and networking with passionate and like-minded professionals
  • ACAMS has held conferences hosting more than 34,000 attendees

OTHER

  • Deliver webinars, seminars, publications (moneylaundering.com, membership magazines and newsletters) and risk assessment tools
  • One-stopresource for AML and AFC information
  • Timely reporting on news, regulations and enforcement actions
  • Continuing professional education programs

NEW VENTURES

  • ACAMS has significantly diversified and expanded product portfolio to include new offerings
  • New initiatives such as the ACAMS Risk Assessment ("ARA"), the Mastercard ACAMS Risk Assessment ("MARA") and advisory products reaffirm ACAMS's strong relationship with key partners and sustains its position in AML and AFC

5

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Disclaimer

Adtalem Global Education Inc. published this content on 24 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2022 07:03:04 UTC.