Learning Tree shareholder Lane Five gears up for possible activism, disagrees with plan to sell

By Lisa Kerner

Charlotte, N.C., June 2 - Learning Tree International, Inc. investors led by Lane Five Partners LP disagreed with the company's "short-sighted" decision to put itself up for sale.

As a result, Lane Five is changing its Securities and Exchange Commission filing status to 13D, as it intends to influence Learning Tree "to pursue a certain direction in achieving optimal, long-term shareholder value."

In a May 29 letter to the company's board of directors, Lane Five said a sale of Learning Tree is an effort to "provide liquidity to the founders in the short term" rather than to benefit public shareholders in the long term. The letter was included in a schedule 13D filed with SEC.

Lane Partners said it believes Learning Tree can achieve the founders' goals of liquidity and allow the company to remain public, while letting public shareholders reap returns the investor thinks will be available over the next two to three years.

According to the filing, Lane Five owns 1.1 million shares, or 6.64% of Learning Tree, making it the company's single largest shareholder outside of the founders, Eric Garen and David Collins.

Learning Tree announced on May 28 that a special committee of its independent directors will solicit offers to purchase the company with the assistance of RBC Capital Markets.

However, Learning Tree had not ruled out remaining a stand-alone company, a prior news release stated.

"We believe this is an appropriate time to solicit offers to determine if a sale is the best way to maximize shareholder value," Learning Tree president and chief executive officer Nicholas R. Schacht said in the release.

He also said a sale would provide the company's two founders, currently Learning Tree's principal shareholders, with liquidity "to accommodate their charitable interests."

Learning Tree provides vendor-independent education and training to IT professionals and managers in business and government organizations. The company is based in Reston, Va.

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