Merger Share Information

Strayer Education, Inc. and Capella Education Company have combined in their previously announced all-stock merger of equals, creating Strategic Education, Inc. (SEI) (NASDAQ: STRA). As a result, Capella shareholders will receive 0.875 SEI shares for each Capella share they own. American Stock Transfer & Trust Co. (AST) is acting as Exchange Agent and will be handling the mechanics of the share exchange. Set forth below is a summary describing how Capella shareholders will receive SEI shares.

  1. Capella shareholders who own Capella shares through DTC (Depository Trust Company, which provides electronic trade settlement) do not need to take any affirmative action to exchange their shares. Most shareholders will be able to begin trading their new SEI shares on August 1. However, the exact timing depends on DTC and the rules of individual brokers, so shareholders will need to confer with their broker as to when they will be able to begin trading (as certain brokers can impose short delays). In any case, we anticipate that all brokers will allow former Capella shareholders to begin trading within 2 business days of the completion of the merger, which is the typical timeframe to settle a share exchange in a transaction of this type.
  2. Capella shareholders who own Capella shares in certificated form will receive, via mail from American Stock Transfer & Trust Co. (AST), SEI’s exchange agent, instructions explaining how to surrender Capella stock certificates. After Capella stock certificates are surrendered to AST, Capella shareholders will receive SEI shares and will be able to begin trading their new SEI shares.
  3. Capella shareholders who own Capella shares in book-entry form do not need to take any affirmative action to exchange their shares. AST will exchange book-entry Capella shares for SEI shares and will send, via mail, confirmation to the book-entry shareholders that their shares have been exchanged, at which point such shareholders will be able to begin trading their new SEI shares.

If you have additional questions, please contact AST directly:

David Barker
Relationship Manager
Corporate Actions Department
American Stock Transfer & Trust Co.
6201 15th Avenue
Brooklyn, NY 11219
Phone: 718.921.8376
Email: dbarker@astfinancial.com | astfinancial.com