Brentwood Associates Acquires The Teaching Company L.P.

LOS ANGELES -- Brentwood Associates ("Brentwood") announced today that it has acquired The Teaching Company Limited Partnership ("The Teaching Company"), the nation's leading publisher and direct marketer of university-level courses on DVD, audio CD, and other formats. The Teaching Company's current management team, led by CEO Brandon Hidalgo, will continue to operate the company and will maintain a significant equity stake.

Founded in 1990, The Teaching Company has enjoyed tremendous success as the leading developer and marketer of proprietary university-level courses, widely known as "The Great Courses." The Great Courses, taught by premier professors from the leading universities in the country, are targeted toward lifelong learners. The Teaching Company offers more than 220 courses, which span more than 3,000 hours of content across eight subject categories. The company enjoys strong brand loyalty driven by uncompromising product quality and a commitment to complete customer satisfaction.

Tom Rollins, founder of The Teaching Company, who will maintain an ongoing relationship with the company as a Director, said, "We are honored to be partners with Brentwood Associates. They have extraordinary depth of experience and expertise in direct marketing. They share our commitment to make the best courses possible for our customers and our enthusiasm for what The Teaching Company can become."

Brandon Hidalgo added, "We have a great appreciation for Brentwood's strength in direct marketing and education. We look forward to a collaborative partnership that will allow us to continue to expand our course offerings, add new channels to service our new and existing customers, and continue to enhance our customers' experience with The Teaching Company."

William M. Barnum, Jr., a general partner at Brentwood, commented, "The Teaching Company is an exceptional business with great prospects for future growth. The management team, under the direction of Tom and Brandon, has built a tremendous platform for future success, having created a truly unique product offering sold to a loyal and growing base of customers. We are excited about this opportunity and look forward to working with such an accomplished management team in the company's next phase of growth."

Anthony Choe, a general partner at Brentwood, added, "We believe that The Teaching Company's high-quality product offering, sophisticated marketing capabilities, and commitment to customer service position the company well for future growth."

The Teaching Company is the first investment by Brentwood Associates' latest fund, Brentwood Associates Private Equity IV, L.P. This follows Brentwood's successful investment in Oriental Trading Company, which was recapitalized in a transaction with The Carlyle Group in August of 2006.

The Teaching Company was advised by Berkery, Noyes & Co., LLC with legal advice from Williams & Connolly LLP. Brentwood received legal advice from Skadden, Arps, Slate, Meagher & Flom LLP. Ares Capital Corp. provided financing for the transaction.

The Teaching Company

The Teaching Company (www.teach12.com), based in Chantilly, Virginia, is the leading developer and marketer of proprietary university-level courses. TTC offers more than 220 "Great Courses," which span more than 3,000 hours of content across eight subject categories. The Great Courses are taught by premier professors from the best universities in the country and are targeted toward lifelong learners.

Brentwood Associates

Brentwood Associates (www.brentwood.com) is a private equity investment firm with more than $750 million of capital under management and a 30-year history of investing in leading middle-market growth companies. Brentwood focuses primarily on consumer-related investments, where it is able to leverage its extensive experience in areas such as: branded consumer products; consumer services; direct marketing; education; health, wellness, and conscious living; restaurants; and specialty retail. Since 1984, Brentwood's dedicated private equity team has invested in 33 portfolio companies with an aggregate transaction value of approximately $5 billion. With significant experience in both investing and operations, Brentwood is a value-added partner with entrepreneurs and executives building world-class companies.