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Churchill Capital Corp II to Acquire Skillsoft and Global Knowledge for Combined Consideration of USD 1.5bn
Friday 16 October 2020

US-based special purpose acquisition company Churchill Capital Corp II (NYSE: CCX.U) has agreed to merge with digital learning and talent management solutions provider Software Luxembourg Holding S.A. for USD 1.3bn, the company said.

Churchill II also entered into a definitive agreement to acquire IT and professional skills development Global Knowledge Training LLC for USD 233m from investment funds affiliated with private equity firm Rhône Capital.

Churchill II will contribute up to USD 697m of cash raised during its initial public offering in June 2019. In addition, Churchill II expects more than USD 170m in common equity through private investment in public equity.

Churchill II has agreed to acquire Global Knowledge from investment funds affiliated with Rhône Capital for consideration of up to 6m warrants at an exercise price of USD 11.50 per share in the combined company. These investment funds have also agreed to invest USD 50m in additional class A common stock at USD 10.00 per share, subject to certain conditions and the terms of the related subscription agreement. Lodbrok Capital LLP has committed USD 20m in connection with the Global Knowledge transaction.

Upon the close of the transaction, Churchill II's shareholders are expected to own approximately 65% of the combined company. Skillsoft shareholders and PIPE investors will own approximately 22% and 13%, respectively.

The combined company's capital structure will consist of approximately USD 463m of net debt.

The combined company will create a leading digital learning company with a comprehensive suite of content; customised learning journeys; accessible modalities, and an expanded course portfolio of next-generation, on-demand and virtual content for enterprise learning.

The combined company's client base will include more than 70% of Fortune 1000 companies and more than 45m users across content platforms.

Churchill Capital Corp II is a NYSE-listed special purpose acquisition company and is one of the public company vehicles in the Churchill Capital group.

Prosus N.V., a global consumer internet group and one of the largest technology investors in the world, is contributing equity capital to Churchill to further Skillsoft's organic and strategic initiatives.

Citigroup and Tyton Partners served as financial advisors and Paul, Weiss, Rifkind, Wharton and Garrison LLP served as legal counsel to Churchill. Citigroup acted as Sole Bookrunner for Churchill Capital II's initial public offering, and B. Riley FBR acted as co-manager.

Weil, Gotshal and Manges LLP served as legal counsel to Skillsoft and Houlihan Lokey Capital, Inc. served as financial advisor.

Lazard and Three Keys served as financial advisors, and Sullivan and Cromwell LLP served as legal counsel to Global Knowledge.
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Date Published: 16/10/2020

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