Filed
by Churchill Capital Corp II
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Churchill Capital Corp II
Commission
File No. 001-38960
Date:
March 10, 2021
INVESTOR
PRESENTATION March 2021
DISCLAIMER
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made
in respect of the proposed merger transaction involving Churchill II and Skillsoft. Churchill
II has filed a registration statement on Form S-4 with the SEC, which includes a proxy
statement of Churchill II and a prospectus of Churchill II, and Churchill II has filed
and will file other documents regarding the proposed transaction with the SEC. A definitive
proxy statement/prospectus will also be sent to the stockholders of Churchill II and
Skillsoft, seeking any required stockholder approval. Before making any voting or investment
decision, investors and security holders of Churchill II and Skillsoft are urged to carefully
read the entire registration statement and proxy statement/prospectus and any other relevant
documents filed with the SEC, as well as any amendments or supplements to these documents,
because they contain important information about the proposed transaction. The documents
filed by Churchill II with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, the documents filed by Churchill II may be obtained
free of charge from Churchill II at www.churchillcapitalcorp.com. Alternatively, these
documents can be obtained free of charge from Churchill II upon written request to Churchill
Capital Corp II, 640 Fifth Avenue, 12th Floor, New York, New York 10019, Attn: Secretary,
or by calling (212) 380-7500. Churchill II, Skillsoft and certain of their respective
directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Churchill II, in favor of the approval of the merger.
Information regarding Churchill II’s directors and executive officers is contained
in Churchill II’s Annual Report on Form 10-K for the year ended December 31, 2019
and its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2020,
June 30, 2020, and September 30, 2020 which are filed with the SEC. Additional information
regarding the interests of those participants, the directors and executive officers of
Skillsoft and other persons who may be deemed participants in the transaction may be
obtained by reading the registration statement and the proxy statement/prospectus and
other relevant documents filed with the SEC. Free copies of these documents may be obtained
as described in the preceding paragraph. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of any securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction. FORWARD-LOOKING STATEMENTS;
NON-GAAP This communication contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 including, but not limited to, Churchill
II’s, Skillsoft’s and Global Knowledge’s expectations or predictions
of future financial or business performance or conditions. Forward-looking statements
are inherently subject to risks, uncertainties and assumptions. Generally, statements
that are not historical facts, including statements concerning our possible or assumed
future actions, business strategies, events or results of operations, are forward-looking
statements. These statements may be preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,”
“may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates” or “intends” or similar
expressions. Such forward-looking statements involve risks and uncertainties that may
cause actual events, results or performance to differ materially from those indicated
by such statements. Certain of these risks are identified and discussed in Churchill
II’s Form 10-K for the year ended December 31, 2019 under Risk Factors in Part
I, Item 1A and in the registration statement on Form S-4 discussed above. These risk
factors will be important to consider in determining future results and should be reviewed
in their entirety. These forward-looking statements are expressed in good faith, and
Churchill II, Skillsoft and Global Knowledge believe there is a reasonable basis for
them. However, there can be no assurance that the events, results or trends identified
in these forward-looking statements will occur or be achieved. Forward-looking statements
speak only as of the date they are made, and none of Churchill II, Skillsoft or Global
Knowledge is under any obligation, and expressly disclaim any obligation, to update,
alter or otherwise revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. Readers should carefully review
the statements set forth in the filings, which Churchill II has filed or will file from
time to time with the SEC. In addition to factors previously disclosed in Churchill II’s
filings with the SEC and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ materially from forward-looking
statements or historical performance: ability to meet the closing conditions to the Skillsoft
merger, including approval by stockholders of Churchill II and Skillsoft, and the Global
Knowledge merger on the expected terms and schedule and the risk that regulatory approvals
required for the Skillsoft merger and the Global Knowledge merger are not obtained or
are obtained subject to conditions that are not anticipated; delay in closing the Skillsoft
merger and the Global Knowledge merger; failure to realize the benefits expected from
the proposed transactions; the effects of pending and future legislation; risks related
to disruption of management time from ongoing business operations due to the proposed
transactions; business disruption following the transactions; risks related to the impact
of the COVID-19 pandemic on the financial condition and results of operations of Churchill
II, Skillsoft and Global Knowledge; risks related to Churchill II’s, Skillsoft’s
or Global Knowledge’s indebtedness; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory actions and reforms; and
risks of demand for, and acceptance of, our products and for cloud-based technology learning
solutions in general; our ability to compete successfully in competitive markets and
changes in the competitive environment in our industry and the markets in which we operate;
our ability to develop new products; failure of our information technology infrastructure
or any significant breach of security; future regulatory, judicial and legislative changes
in our industry; the impact of natural disasters, public health crises, political crises,
or other catastrophic events; our ability to attract and retain key employees and qualified
technical and sales personnel; fluctuations in foreign currency exchange rates; our ability
to protect or obtain intellectual property rights; our ability to raise additional capital;
the impact of our indebtedness on our financial position and operating flexibility; and
our ability to successfully defend ourselves in legal proceedings. Any financial projections
in this communication are forward-looking statements that are based on assumptions that
are inherently subject to significant uncertainties and contingencies, many of which
are beyond Churchill II’s, Skillsoft’s and Global Knowledge’s control.
While all projections are necessarily speculative, Churchill II, Skillsoft and Global
Knowledge believe that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the projection extends from
the date of preparation. The assumptions and estimates underlying the projected results
are inherently uncertain and are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of projections in this communication
should not be regarded as an indication that Churchill II, Skillsoft and Global Knowledge,
or their representatives, considered or consider the projections to be a reliable prediction
of future events. Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual results. This
communication is not intended to be all-inclusive or to contain all the information that
a person may desire in considering an investment in Churchill II and is not intended
to form the basis of an investment decision in Churchill II. All subsequent written and
oral forward- looking statements concerning Churchill II, Skillsoft and Global Knowledge,
the proposed transactions or other matters and attributable to Churchill II, Skillsoft
and Global Knowledge or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Some financial information in this
communication, including Adjusted EBITDA and Adjusted EBITDA margin projections, have
not been prepared in accordance with generally accepted accounting principles (“GAAP”).
Churchill II is unable to provide reconciliations to the most directly comparable GAAP
measures without unreasonable effort due to the uncertainty of the necessary information
for such calculations.2
Introduction
Strategy Finance Q&AINTRODUCTION3
Introduction
Strategy Finance Q&AOVERVIEW CHURCHILL CAPITALWHO WE AREA unique model, the first
GP team focused purely on public equityCreating value by leveraging the active engagement
of high performing FortuneA pioneer in public equity vehicles for scale investmentsTHE
CHURCHILL COMPANIES ASSET CHURCHILL CAPITAL I AcquisitionCHURCHILL CAPITAL IIIvehiclesA
track record of acquiring proven,500 CEOsA competitive edge in global sourcingThe demonstrated
best partner forAnnounced January 2019 July 2020 Churchill Partner Jerre Stead Paul Galant
& Bill Equity Value $19B $7B1 Firm Value $22B $11B(1)profitable, growing businesses
of scaleprospective targetsCHURCHILL CAPITAL IIRaised Jun. 2019 $690MCHURCHILL CAPITAL
IVRaised Jul. 2020 $2.07BCHURCHILL CAPITAL VRaised Dec. 2020 $500MCHURCHILL CAPITAL VIRaised
Feb. 2021 $552MCHURCHILL CAPITAL VIIRaised Feb. 2021 $1.38B$40B+ in assets under the
Churchill UmbrellaNote: 1 Based on value at close Source: FactSet. Market data as of
2/18/21. .
Introduction
Strategy Finance Q&ACREATING THE NEW SKILLSOFTPURCHASE PRICESKILLSOFT $1.3B GLOBAL
KNOWLEDGE $233MCOMBINED VALUATION MULTIPLES(1)ADJ. REVENUE 2.2x ADJ. EBITDA 7.6x LEVERED
FREE CASH FLOW 5.6xCAPITAL STRUCTUREPIPE 2 $530M NET DEBT OF $115M ADJ. EBITDA 2, 3,
4 0.6xOWNERSHIP 2, 550%32%17%PARTNERSCHURCHILL CAPITALTIMINGPROXY FILED / JANUARY 25EXPECTED
CLOSING / 2Q ‘21Churchill PIPE Skillsoft Share- holdersNotes: 1 Based on acquisition
values and FYE 1/31/2023E financials. LFCF assumes ~70% conversion. 2 PIPE subject to
certain conditions; $400M second step investment by Prosus subject to CFIUS approval;
assumes no redemptions. 3 Based on FYE 1/31/2023E Adj. EBITDA midpoint. 4 Debt includes
Skillsoft debt and debt pro forma for Global Knowledge transaction. 5 Excludes impact
of warrants, management equity, and portion of Founder Shares unvested and revested at
$12.50 share price.
Introduction
Strategy Finance Q&AINTRODUCTION TO PROSUS GROUPCOMPANY OVERVIEW INVESTMENT PHILOSOPHYA
global consumerBuilding leadingListed on EuronextFOCUSED ACTIVE LONG-TERM FOCUSinternet
group and one of the largest technology investors in the world. • Early investor
in global tech leaders, including Tencentcompanies in high growth sectors.• EdTech
• Food delivery • Online classifiedsAmsterdam (AEX:PRX).• Europe’s
largest consumer internet companyThematic, sector- based investing based on deep industry
insightsMore than funding. Strong, hands-on support based on technology expertisePartnering
with entrepreneurs over the long term to build sustainable businesses (sometimes for
decades)and Delivery Hero• Payments & fintech• Included in the EuroStoxx-50
indexLEADING EDTECH INVESTORTop 10 GLOBAL CONSUMER INTERNET GROUP1.5B+ USERS GLOBALLY$200B
MARKET CAPITALIZATIONSource: Prosus Group, FactSet February 2021.6
Introduction
Strategy Finance Q&AA STRONG FOUNDATION TO BUILD FROMPOWERFUL ‘AT SCALE’
FOUNDATION SIGNIFICANT PROGRESS AND IMPROVEMENTS• Industry leading content library
• Strong technology platform (Percipio) • Large enterprise customer base •
Recurring revenue streamWHAT WE NEEDED TO FIX• Overleveraged balance sheet •
Leadership gaps • Loss of share in Technology & Development • Under-investment
in customer acquisition• Restructured balance sheet – reduced debt by $1.5B,
saving $100M+ annual cash interest • Brought on new committed and long-term investors•
Hired new CEO and building world-class management team • Set a new and inspiring
direction for Skillsoft• Strengthened Technology & Development offering with
Global Knowledge acquisition • Continued Percipio migration• Reorganized sales
force and recruiting new customer acquisition sellers7
Introduction
Strategy Finance Q&AILLUSTRATIVE TIMELINE TO CLOSEEVENTSKILLSOFT FYE 1/31/21 RESULTSS-4
EFFECTIVE DATE AND PROXY MAILINGSTOCKHOLDER REDEMPTION DATESTOCKHOLDER APPROVAL AND TRANSACTION
CLOSEEXPECTED DATEEARLY APRIL APRIL MAY MAYNote: For illustrative purposes only; timing
subject to change. 8
IntroductionStrategyFinance
Q&ASTRATEGY9
IntroductionStrategyFinance
Q&ATHE NEW SKILLSOFT01 An attractive market opportunity without a clear leader02
Building a global leader from a strong foundation03 A powerful platform for further M&A04
An attractive investment opportunity10
IntroductionStrategyFinance
Q&AAN ATTRACTIVE MARKET OPPORTUNITYLARGE MARKET GROWING MARKET STRONG SECULAR GROWTH
DRIVERSTOTAL ADDRESSABLE MARKET GLOBAL PROFESSIONAL ELEARNING1 $28BGlobal Professional
eLearning TAM3 forecasted to grow 10% p.a., with market spend growing 13-14% p.a.+10%
p.a.• Growing skills gap globally• Corporate / C-Suite focus on workforce development
/ upskillingU.S. PROFESSIONAL LEARNING2 $130B GLOBAL PROFESSIONAL LEARNING2 $300B$28B$9B
2020$45B$16B 2025White spaceMarket Spend4 13-14% p.a.• Shift from insourced to outsourced
training• Shift from classroom to digital training• Acceleration by COVID-19
and work-from-homeNotes: 1 Global professional eLearning includes company purchased,
self-paced online learning across Skillsoft’s core segment and other segments.
2 Professional learning includes eLearning as well as internal and third party courses
and content (both online and in person), excluding tuition reimbursement and related
spend. 3 TAM: Total Addressable Market, including company spend and incremental whitespace
from adoption of eLearning, new use cases, and shift from in person to online. 4 Market
Spend: Estimated spend on outsourced professional eLearning by organizations.11 Source:
Third party consultant market research report. Tyton Partners, Grand View Research.
Introduction
Strategy Finance Q&AMAJOR CUSTOMER SEGMENTS REMAIN HIGHLY UNDERPENETRATEDROBUST HEADROOM
AVAILABLE ACROSS CUSTOMER SEGMENTS WITHIN THE U.S.U.S. PROFESSIONAL ELEARNING TOTAL ADDRESSABLE
MARKET3, 2021F $ in B Total = $10BTotal Addressable Market represents value of the market
in which100%80%60%Addressable Whitespace($28B Global)new Skillsoft participates, including
unpenetrated portion that can adopt online learning.40%20%0%Compliance¹Business
SkillsCurrent outsourced OTS content spendLeadershipMarket Spend Served MarketIT SkillsOther
Content²Average penetration is ~30%, yielding market spend4 of ~$3BNotes: 1 Includes
generalized Legal Compliance and Employee Health and Safety. 2 Other content contains
Sales & Customer Service, Product, and Profession & Industry specific content.
3 TAM: Total Addressable Market, including company spend and incremental whitespace from
adoption of eLearning, new use cases, and shift from in person to online. 4 Market Spend:
Estimated spend on outsourced professional eLearning by organizations. Source: Company
market sizing model based on U.S. census, market and internal revenue analysis, and primary
research and interviews.
IntroductionStrategyFinance
Q&AFRAGMENTED MARKET SPACE WITHOUT A CLEAR LEADERNO OTHER CORPORATE DIGITAL LEARNING
BUSINESS WITH >$500M OF REVENUENew$500M REVENUESKILLSOFT IS THE LARGEST PLAYER FOCUSED
PRIMARILY ON THE ENTERPRISE13
Introduction
Strategy Finance Q&AA NEW AND INSPIRING DIRECTION THAT BUILDS ON OUR STRENGTHSOUR
AMBITION ‘To create a future-fit workforce skilled and ready for the jobs of tomorrow’WHERE
WE PLAYWe upskill the global workforce across three core segments… (Leadership
& Business Skills, Compliance and Technology & Development)…by providing
engaging digital learning & development solutions……to enterprise clients
globallyHOW WE WIN 01 02 03CONTENT Packages of ‘best of breed’ content to
enable compelling learning journeysPLATFORM An advanced technology driven platform that
delivers seamless and engaging learner experiencesGO-TO-MARKET A world-class enterprise
sales capability14
Introduction
Strategy Finance Q&AWHERE WE PLAY: UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE CUSTOMER
SEGMENTSLEADERSHIP & BUSINESS SKILLSTECHNOLOGY & DEVELOPMENTCOMPLIANCECUSTOMER
VALUE PROPOSITIONROLE IN SKILLSOFT’S PORTFOLIOSKILLSOFT POSITIONEnable leaders
and organizations to thrive in a digital worldStrategic hook into enterprise agenda#1Stay
ahead of rapid technology changesMajor customer and growth opportunity#2Foster a sustainable,
safe, respectful, inclusive environment compliant with evolving regulationsSupports customer
retention#2#1 GLOBAL LEADERCOMPETITIVE LANDSCAPENote: Skillsoft market position for self-paced
professional eLearning based on estimates of competitor revenue and segment revenue allocations.
15
IntroductionStrategyFinance
Q&AHOW WE WIN: CONTENT BREADTH OF OUR OFFERING WILL DRIVE GROWTH22 PERCENTAGE POINT
HIGHER DOLLAR RETENTION RATE1 AMONG CUSTOMERS PURCHASING 3 PRODUCTS VS. 1LEADERSHIP &
BUSINESS SKILLS• Unique opportunity to create global leader• The breadth of
our offering is the #1 reason we win with customers• Supports learners with a unified
platform, consistent pedagogy and more complete learning journeysTECHNOLOGY & DEVELOPMENTCOMPLIANCE•
Creates opportunities for cross- and upsell• Drives higher retentionNote: 1 Covers
Q4FY2017 through Q4FY2021E.16
Introduction
Strategy Finance Q&AHOW WE WIN: GO-TO-MARKET UNIQUE OPPORTUNITY TO CROSS-SELLRETENTION:
22 percentage point higher dollar retention rate among customers purchasing 3 products1CROSS-SELL:
Growing share of customers buying 2-3 productsDollar Retention RateAnnual Recurring Revenue
Distribution by Number of Products PurchasedCross-sell opportunities1 Product2 Products3
Products78%91%100%100%75%50%25%0%1 Product2 Products3 ProductsFiscal QuarterNote: 1 Covers
Q4FY2017 through Q4FY2021E.17
Introduction
Strategy Finance Q&AHOW WE WIN: CONTENT OUR CONTENT ENABLES COMPELLING LEARNING JOURNEYSA
COMPLETE LEARNING SOLUTION. . . 180K+ Content assets in the library, reflecting significant
capital investment$100M+ Invested in content since 2017. . .WITH ORIGINAL AND CURRENT
CONTENT 90% Of consumption based on proprietary Skillsoft content35% Of active courses
published in last 18 monthsA PROVEN LEARNING MODEL. . .Skillsoft has conducted neuroscience
research with MIT to ensure the efficacy of our content. . .THAT DELIVERS REAL- WORLD
RESULTS 80%Apply what they have learnedSource: Skillsoft 2019 customer benchmark study.18
Introduction
Strategy Finance Q&AHOW WE WIN: PLATFORM PERCIPIO PLATFORM DELIVERS ENGAGING EXPERIENCES4x
MORE LEARNING HOURS1~100% PERCIPIO COHORT DOLLAR RETENTION RATETHE PERCIPIO PLATFORM
• Learner focused • Skill-based learning paths • AI-enabled • Badges,
open source content, microlearning, mobile appWHY CUSTOMERS CHOOSE PERCIPIO • Easy
interface • Better engagement • Reliable tracking • Integration with leading
LMSsUP TO 29PT INCREASE IN DOLLAR RETENTION RATE1Note: 1 Compared to legacy platform
over 18 months; increase in retention varies by quarter. Source: Percipio.com, Skillsoft
financials.19
IntroductionStrategyFinance
Q&AHOW WE WIN: GO-TO-MARKET AN UNRIVALED ENTERPRISE SALES CAPABILITY~70% OF FORTUNE
10001~45M LEARNERS WORLDWIDE2160+ COUNTRIES WORLDWIDE3~600 COMBINED SALES TEAM~98% REVENUE
FROM BUSINESS CUSTOMERS4Notes: 1 Based on customers who have purchased training from
Skillsoft or Global Knowledge in the most recent two year period. 2 Consists of licensed
learners. 3 Number countries with learners accessing Skillsoft content. 4 Business customers
include the government. Source: Sample of customers of combined company.
IntroductionStrategyFinance
Q&AA POWERFUL PLATFORM FOR FURTHER M&AMore than 1,000 tuck-in acquisition targets
with less than $100M in revenue and a few with over $100M in revenueCONTENT Complete
full portfolio of learner needs in our prioritized content areasPLATFORM Enhance our
capabilities to drive learner engagementGO TO MARKET Extend our reach into new customer
segmentsPOSITIONED AS THE BEST ACQUIRER WITH Strong Balance Sheet • Percipio Platform
Largest Salesforce in the Industry • Customer Base • Committed InvestorsTARGET
ACQUISITION CRITERIA • Contributes toward customer segment leadership • Enhances
learner experience and personalization • Can leverage existing customer base or
distribution network21
Introduction
Strategy Finance Q&AA UNIQUE OPPORTUNITY FOR SHAREHOLDER VALUE CREATIONSTRONG FOUNDATION•
Robust core business • Healthy balance sheetATTRACTIVE BUSINESS MODEL • Enterprise
subscriptions • High operating leverage • Low capital intensity • Strong
free cash flow conversionBUSINESS AT AN INFLECTION POINT • New leadership team with
clear strategic direction • Percipio migration complete by YE 2022 • Investing
in Content, Platform and Go-To- Market • Riding wave of accelerating online migrationWELL-PLACED
TO DELIVER ON A BOLD VISION FOR THE FUTURE • Well-positioned to claim global category
leadership • Platform for organic and acquired growth • Financial flexibility
to execute on ambitious M&A agenda22
Introduction
Strategy Finance Q&ARECAP: WHAT ARE WE BUILDING?OUR AMBITION ‘To create a future-fit
workforce skilled and ready for the jobs of tomorrow’WHERE WE PLAYWe upskill the
global workforce across three core segments… (Leadership & Business Skills,
Compliance and Technology & Development)…by providing engaging digital learning
& development solutions……to enterprise clients globallyHOW WE WIN 01
02 03CONTENT Packages of ‘best of breed’ content to enable compelling learning
journeysPLATFORM An advanced technology driven platform that delivers seamless and engaging
learner experiencesGO-TO-MARKET A world-class enterprise sales capability23
Introduction
StrategyFinanceQ&AFINANCE24
Introduction
StrategyFinanceQ&AATTRACTIVE FINANCIAL PROFILE#1 NEW SKILLSOFT POSITIONED FOR PROFITABLE
GROWTH HIGH LEVEL OF SUBSCRIPTION REVENUE WITH STRONG REVENUE PREDICTABILITY #3 OPERATING
LEVERAGE SUPPORTS FUTURE MARGIN EXPANSION HIGH CASH FLOW CONVERSION PROVIDES FINANCIAL
FLEXIBILITY AND SUPPORTS REINVESTMENT IN THE BUSINESS #5 ATTRACTIVE CAPITAL STRUCTURE
PROVIDES STRATEGIC FLEXIBILITY25
Introduction
Strategy Finance Q&APOSITIONED FOR GROWTH: PERCIPIO MIGRATION SUPPORTS IMPROVED REVENUE
RETENTION AND MORE NEW BUSINESSPERCIPIO VS. LEGACY PLATFORM SKILLPORT PERFORMANCE COMPARISON
($M except percentages) $328 $310-$315 $315-$325 $340-$360Annual Recurring Revenue (Excl.
SumTotal)55%32%13%~ 25%~ 51%~ 24%~75% on Percipio or Dual Deploy- ment~ 9% ~ 31%~59%~90%
on Percipio or Dual Deploy- ment100%Percipio DRR(1) Dual Deployment DRR(1) Skillport
DRR(1) Percipio & DD New Business OICY2019A CY2020E CY2021E CY2022E 94% 100% 96-102%
97-103% 111% 101% 96-102% – 84% 75% 69-75% – $10 $15 $22-$3030 customer acquisition
sellers in CY2021 drive new logo winsDual Deployment of Percipio & Skillport Legacy
Platform SkillportNote: Dual Deployment (DD) reflects customers who are paying for Percipio
and Skillport platforms. Percipio reflects customers who are only paying for Percipio
products. Legacy platform Skillport reflects customers who are only paying for legacy
platform Skillport. Information shown reflects FYE January 31st financials (e.g., FYE
1/31/22 shown for CY2021E). Dollar Retention Rate (“DRR”) represents subscription
renewals, upgrades, churn, and downgrades in a period divided by the total renewable
base for such customers for such period. DRR does not include new business from new customers.26
Introduction
StrategyFinanceQ&APOSITIONED FOR GROWTH: GLOBAL KNOWLEDGE HAS STABILIZED WITH IMPROVED
PRODUCT MIXGLOBAL KNOWLEDGE SEQUENTIAL ORDER INTAKE PROGRESSION1 ($M)• COVID-19
negatively impacted classroom revenue by ~$115M3 offset by ~$35M increase from growth
in virtual and on- demand offeringsOn-DemandVirtualClassroom Training & Other $64$55$48$55$53•
Shift from classroom to virtual driving margin improvement• Order intake has stabilized
and is expected to grow post- COVIDGlobal Knowledge Quarterly Order Intake2$39$19$21$30$6$37$12$36$11$37$6Q4
CY2019$4 Q1 CY2020$5 Q2 CY2020$7Q3 CY2020$5 Q4 CY2020ENotes: 1 Information shown reflects
FYE January 31st financials (e.g., FYE 1/31/21E shown for CY2020E). 2 Order intake represents
contracted sales commitments for the forward 12-month period. 3 Based on estimated change
in total Classroom Training and Other revenue from CY2019A to CY2020E (FYE January 31st
financials). Global Knowledge revenue reflects Gross Revenue.
Introduction
Strategy Finance Q&ABUSINESS TRACKING ABOVE PRIOR ESTIMATESANNUAL RECURRING REVENUE
(SKILLSOFT CONTENT)ORDER INTAKEADJUSTED GROSS REVENUE ADJUSTED EBITDACY2020E1 ($M) ESTIMATE
AT ANNOUNCEMENT REVISED ESTIMATE $300-$310 $310-$315 $625-$650 $669 $650-$680 $686-$691
$145-$165 $158-$163Note: 1 CY2020E reflects preliminary estimates, which are subject
to change. CY2020E reflects 1/31/21E financials for Skillsoft and 12/31/20E for Global
Knowledge. Audited Skillsoft financials for FYE 1/31/21 expected to be filed in early
April.28
Introduction
StrategyFinanceQ&ANEW SKILLSOFT POSITIONED FOR GROWTH($M)ORDER INTAKE$777 $669 $660-$690
$710-$760• Order intake o Percipio migration -> retentionADJ. GROSSCY 2019A ¹
$808CY 2020E ²CY 2021E ³CY 2022E ³$675-$725improvement (stabilizes core)
o Sales realignment and 30 new customerREVENUE(4)$686-$691 $645-$675acquisition sellers:
focus on new business o GK stabilization: COVID rebound and migration to digitalADJ.
EBITDACY 2019A ¹ $219CY 2020E ²CY 2021E ³CY 2022E ³$180-$220o Cross-sell
driving new revenue and retention$158-$163 $155-$175• High single digit order intake
growth in 2022 approaching industry growth rateCY 2019A ¹CY 2020E ²CY 2021E
³CY 2022E ³ADJ. EBITDA MARGIN27.1 % ~23.5 % 24-26 % 26-30%• 30-35% target
long-term Adj. EBITDA margin driven by revenue growth and operating leverageNote: Product
level view of Order Intake / Revenue for Skillsoft Content and SumTotal. Reconciliation
of non-GAAP financial measures provided in appendix. 1 CY2019A reflects 1/31/20A financials
for Skillsoft and 9/27/19A for Global Knowledge. 2 CY2020E reflects preliminary estimates,
which are subject to change - 1/31/21E financials for Skillsoft and 12/31/20E for Global
Knowledge. 3 Reflects FYE January 31st financials (e.g., FYE 1/31/22E shown for CY2021E).
CY2021E includes $15M of estimated cost synergies; CY2022E includes $25M of estimated
cost synergies. 4 Global Knowledge revenue reflects Gross Revenue.29
Introduction
Strategy Finance Q&AHIGH SUBSCRIPTION REVENUE WITH STRONG PREDICTABILITYSKILLSOFTGLOBAL
KNOWLEDGECOMBINED~9%~91%CY2020E¹~95%~5% CY2020E¹~36%~8%~92%CY2022E²~75%~25%
CY2022E²~32%• Subscription-based business provides significant visibility and
predictabilityo 91%+ revenue subscription base at Skillsofto Recurring contracts with
Fortune 1000 customers• Global Knowledge a mix of transaction-based - long-standing
customer relationships with repeat buyers and growing subscription offerings~64%~68%CY2020E¹
CY2022E²Subscription Revenue Notes:Non-subscription Revenue1 CY2020E reflects preliminary
estimates, which are subject to change - 1/31/21E financials for Skillsoft and 12/31/20E
for Global Knowledge. 2 CY2022E reflects FYE January 31st financials (e.g., FYE 1/31/23E
shown for CY2022E).
Introduction
StrategyFinanceQ&AHIGH CASH FLOW CONVERSION PROVIDE FINANCIAL FLEXIBILITY AND SUPPORT
REINVESTMENTILLUSTRATIVE CY2022E FREE CASH FLOW BRIDGE ($M; Cash Flow items shown as
% of Adj. EBITDA)250 $180-$220200~14-18%~15-10%$125-$155• High cash conversion of
70%+ supports growth• Low capital expenditure requirements (~3% of revenue)150~9-10%~10-14%•
Interest expense assumes $650M of debt, with term loans at L + 500100500CY2022E Adj.
EBITDAInterest Expense, netCash TaxesCapital Expenditures ¹Change in Net Working
CapitalCY2022E Levered Free Cash Flow• Corporate structure allows for favorable
low teens cash tax rate• Order Intake growth will drive positive net working capital
cash contributionNote: Reflects FYE January 31st financials (e.g., FYE 1/31/23E shown
for CY2022E). 1 Includes Services and Other Investments related to Percipio migration
equal to ~1% of Adj. EBITDA; not expected beyond CY2022E. 31
Introduction
Strategy Finance Q&AATTRACTIVE CAPITAL STRUCTURE AND PARTNER SUPPORT PROVIDE STRATEGIC
FLEXIBILITYILLUSTRATIVE CAPITAL STRUCTURE ASSUMES NO REDEMPTIONS AND COMPLETION OF $400M
SECOND STEP INVESTMENT BY PROSUS ($M)CASH2, 3 $535 TOTAL DEBT2 $650 NET DEBT $115COMMITTED
INVESTOR BASECHURCHILL CAPITALDEBT / CY2022E ADJ. EBITDA1 (GROSS / NET) Notes:3.3X/0.6X1
Reflects FYE 1/31/23E Adj. EBITDA midpoint. 2 Pro forma for Churchill transactions with
Skillsoft and Global Knowledge; assumes no redemptions. 3 PIPE subject to certain conditions;
$400M second step investment by Prosus subject to CFIUS approval. Source: Churchill estimates,
management estimates, S-4. Excludes equity issued to management and advisors in connection
with the consummation of the contemplated transaction, 32 including equity issued under
Churchill's management incentive compensation plan.
Introduction
Strategy Finance Q&AQ&A33
APPENDIX34
JEFF
TARR TO LEAD THE NEW SKILLSOFTEXECUTION EXPERIENCE BOARD EXPERIENCE• Former CEO
ofMeaningfully Grew DigitalGlobe’s BusinessHistory of Creating Value for ShareholdersDigitalGlobe
and Hoover’s • Former President & COO of IHS((DDiiggiittaallGGlloobbee’s’srreevveennuueeoovveerrtteennuurree;;$$iinnmMi)llions)CAGR
18%((IIHHSS’’ss rReevveennuueeoOvever rteTneunruer;e$; $ininMm) illions)CAGR
18%$340 2011A$900 2017A$476 2005A$1075 2010ASource: DigitalGlobe, Maxar Technologies
and IHS filings, public information and FactSet. 35
VALUE
CREATION OPPORTUNITY FOR INVESTORSBUSINESS PLAN SUPPORTS SIGNIFICANT ADJ. EBITDA GROWTH
(Adj. EBITDA; $ in M)$180-$220$158-$163 $155-$175Adj. Gross RevenueCY2020 CY2021 CY2022
$686-$691 $645-$675 $675-$725ATTRACTIVE ENTRY VALUE ($ in B) Firm Value / CY2022E Adj.
Revenue2.2x5.3x6.1x 6.7x148.0xFirm Value / CY2022E Adj. EBITDAEquity Value / CY2022E
LFCF7.6x5.6x15.4x18.0x17.9x26.3x82.3x(1)Implied Skillsoft Firm Value(2) $1.5$3.7 $4.3
$4.7Notes: 1 Based on acquisition values of Skillsoft and Global Knowledge. Multiples
based on midpoint of FYE 1/31/23E range. Global Knowledge revenue reflects Gross Revenue.
LFCF assumes ~70% conversion. 2 Based on peer CY2022E Revenue multiples. Skillsoft firm
value based on acquisition values of Skillsoft and Global Knowledge. Source: FactSet.
Market data as of 2/19/21. 36
CY2021E
OUTLOOK COMMENTARY 1 22REVENUECOMMENTARY Expect ~46-48% of revenue in 1H; ~52-54% in
2H• Skillsoft o Primarily subscription (~90%1) earned ratably throughout year o
Quarterly progression tied to change in ARR • Global Knowledge o Improving revenue
as year progresses and COVID impact lessens o Majority of year-over-year growth in 2HADJUSTED
EBITDAExpect ~40-45% of Adjusted EBITDA in 1H; ~55-60% in 2H• Synergy realization
heavily weighted to 2H • Global Knowledge 2H revenue ramp drives higher 2H Adjusted
EBITDA • Some offset from higher Skillsoft commissions in 4QNote: 1 Subscriptions
represent ~64% of combined Skillsoft + Global Knowledge CY2020E Adjusted Revenue.37
FINANCIAL
OVERVIEW ($M)CY22001199AA11LTMLT1M0/3101//3210/2A02A2 CY22002200EE33 CY202210E241E4CY202220E24
4Expect to finish towardSkillsoft Order Intake: Content $347 $341 $334 ⁵ SumTotal
138 126 124 Total Skillsoft Order Intake $485 $467 $458 $435 - Global Knowledge Order
Intake: Classroom and All Other $175 $93 $62 ⁶ Virtual and On-Demand 116 132 14
Total Global Knowledge Order Intake $291 $225 Combined Order Intake $777 $692 Skillsoft
Adj. Revenue: Content $363 ⁵ SumTotal 152 Total Skillsoft Adj. Revenue $514 Global
Knowledge Adj. Revenue: Classroom and All Other ⁶ Virtual and On-Demand Total Global
Knowledge Adj. Gross Revenue Reseller Fees Total Global Knowledge Adj. Net Revenue Combined
Adj. Gross Revenue Combined Adj. Net Revenue Skillsoft Adj. EBITDA Global Knowledge A
Combined AdCom ⁷the upper end of CY2020E rangesEstimate at Announcement: $625 -
$650Estimate at Announcement: $650 - $680Estimate at Announcement: $145 - $165Note: CY2020E
reflects preliminary estimates, which are subject to change. CY2020E decline primarily
due to decline in classroom revenue at Global Knowledge as a result of COVID-19, customer
churn from Skillsoft legacy platform, and other impacts mainly attributable to COVID-19.
Product level view of Order Intake / Revenue for Skillsoft Content and SumTotal. Reconciliation
of non-GAAP financial measures provided in appendix. 1 CY2019A reflects 1/31/20A financials
for Skillsoft and 9/27/19A for Global Knowledge. 2 LTM 10/31/20A reflects 10/31/20A financials
for Skillsoft and 10/2/20A for Global Knowledge. 3 CY2020E reflects 1/31/21E financials
for Skillsoft and 12/31/20E for Global Knowledge. 4 Reflects FYE January 31st financials
(e.g., FYE 1/31/22E shown for CY2021E). CY2021E includes $15M of estimated cost synergies;
CY2022E includes $25M of estimated cost synergies. 5 Skillsoft Content includes ~$15M
of order intake / revenue from services in CY2020E. 6 Other order intake / revenue within
the Global Knowledge Classroom Training and Other line item is ~$20M in CY2020E. 7 Combined
adjusted net income calculated as adjusted EBITDA minus estimated depreciation expense
minus estimated interest expense minus estimated adjusted taxes at cash tax rate; combined
adjusted net income excludes purchase price amortization and all other items excluded
from adjusted EBITDA.38
HISTORICAL
QUARTERLY FINANCIAL PERFORMANCE($M) Skillsoft Order Intake:CCYY210919AA¹ 1CaCleanldeanrdYaeraYre2a0r2200²202
Q1A Q2A Q3A Q4ECYC20Y2200EE²2COMMENTARY • Expect to finish toward the upper
end of CY20 rangesContent $347 $39 $59 $74 $164 $334 SumTotal 138 32 24 28 40 124 Total
Skillsoft Order Intake $485 $71 $82 $102 $203 $458 Global Knowledge Order Intake: Classroom
and All Other $175 $33 $6 $12 $12 $62 Virtual and On-Demand 116 26 42 38 43 148 Total
Global Knowledge Order Intake $291 $59 $47 $50 $54 $211 Combined Order Intake $777 $129
$130 $152 $258 $669Skillsoft Adj. Revenue: Content $363 $85 $86 $87 $82 - $87 $340 -
$345 SumTotal 152 33 32 31 28 - 33 125 - 130 Total Skillsoft Adj. Revenue $514 $118 $118
$119 $115 - $120 $470 - $475 Global Knowledge Adj. Revenue: Classroom and All Other $182
$35 $9 $12 $12 $69 Virtual and On-Demand 112 26 43 34 45 147 Total Global Knowledge Adj.
Gross Revenue $294 $61 $53 $46 $57 $216 Reseller Fees (34) (7) (6) (6) (8) (27) Total
Global Knowledge Adj. Net Revenue $260 $54 $47 $40 $49 $190 Combined Adj. Gross Revenue
$808 $179 $171 $165 $172 - $177 $686 - $691 Combined Adj. Net Revenue $774 $172 $165
$158 $164 - $169 $660 - $665 Skillsoft Adj. EBITDA $185 $37 $37 $45 $20 - $25 $140 -
$145 Global Knowledge Adj. EBITDA 35 4 6 2 6 18 Combined Adj. EBITDA $219 $41 $44 $47
$26 - $31 $158 - $163• Current full year estimates above guidance provided in Investor
Presentation • CY20 adversely impacted by: ‒ COVID dislocation o Long-term
benefit given acceleration of Global Knowledge’s transition from in-classroom training
to digital offerings ‒ Churn from Legacy Skillport Platform • High level of
visibility into forward-looking estimates • Majority of order intake generated in
second half of each year • Significant shift from legacy Classroom Training to Digital
Offerings at Global KnowledgeNote: CY2020E reflects preliminary estimates, which are
subject to change. Product level view of Order Intake / Revenue for Skillsoft Content
and SumTotal. Reconciliation of non-GAAP financial measures provided in appendix. 1 CY2019A
reflects year ended 1/31/20A financials for Skillsoft and year ended 9/27/19A for Global
Knowledge. 2 CY2020E reflects year ended 1/31/21E financials for Skillsoft and year ended
12/31/20E for Global Knowledge.39
KEY
PERFORMANCE METRICS ($M)Skillsoft Annualized Recurring Revenue (ARR):1 22 CY2019A Calendar
Year 2020 CY2020E Q1A Q2A Q3A Q4EPercipio $42 $47 $51 $57 $74 - $75 $74 - $75 Dual Deployment
103 118 154 168 158 - 160 158 - 160 Skillport 181 161 126 105 78 - 80 78 - 80 Total Skillsoft
Content ARR $327 $327 $331 $329 $310 - $315 $310 - $315 Skillsoft SumTotal ARR $111 $107
$101 $101 $98 - $100 $98 - $100Skillsoft Dollar Retention Rate (DRR): Percipio 94% 100%
102% 100% 102% 100% Dual Deployment 111% 97% 102% 105% 101% 101% Skillport 84% 77% 68%
83% 74% 75% Total Skillsoft Content DRR 92% 88% 88% 96% 94% 93% Skillsoft SumTotal DRR
94% 96% 79% 99% 93% 92%Skillsoft Content Order Intake: Percipio $32 $10 $10 $11 $32 $64
Dual Deployment 116 13 27 36 98 174 Skillport 185 14 18 22 27 81 Total Skillsoft Content
Subscription Order Intake $333 $37 $55 $69 $157 $318 Services & One-Time Order Intake
14 2 3 4 7 16 Total Skillsoft Content Order Intake $347 $39 $59 $74 $164 $334Skillsoft
SumTotal Order Intake: Skillsoft SumTotal Subscription Order Intake $111 $27 $20 $22
$33 $101 Services & One-Time Order Intake 27 5 4 6 7 23 Total Skillsoft SumTotal
Order Intake $138 $32 $24 $28 $40 $124 Global Knowledge Annualized Recurring Revenue
(ARR) $9 $10 $4 $13 $12 $12 Global Knowledge Order Intake $291 $59 $47 $50 $54 $211Note:
CY2020E reflects preliminary estimates, which are subject to change. 1 CY2019A reflects
year ended 1/31/20A financials for Skillsoft and year ended 9/27/19A for Global Knowledge.
2 CY2020E reflects year ended 1/31/21E financials for Skillsoft and year ended 12/31/20E
for Global Knowledge.40
TRANSACTION
SUMMARY ($M) PF EQUITY OWNERSHIP OWNERSHIPILLUSTRATIVE SOURCES AND USESSOURCES $ %Shareholders
Churchill SPAC Skillsoft S/H Common Equity PIPE Investors7 Total Shares OutstandingDAY
1 OWNERSHIP1 Shares % 81.92 50.1% 28.5 17.4% 53.0 32.4%163.4 100.0%INC. REVESTED PROMOTE1
Shares % 86.3 51.4% 28.5 17.0% 53.0 31.6%167.8 100.0%• The sponsor will agree to
a portion of promote unvesting and revesting at $12.50 • Substantial value will
be created for investors before Churchill’s sponsor receives all Founder sharesChurchill
Cash (IPO)3700 Issue Equity to Skillsoft S/H 285 Common Equity PIPE Cash7 530 Cash on
Skillsoft & GK Balance Sheet 61 Take Back Debt490 Total Sources $1,666 USES $42.0%
17.1% 31.8% 3.7% 5.4% 100.0%%ILLUSTRATIVE CAPITAL STRUCTUREPRE-RESTRUCTURING POST-RESTRUCTURING6Cash
Paid to Skillsoft S/H 505 Issue Equity to Skillsoft S/H 285 Cash Paid to GK Lenders 17230.3%
17.1% 10.3%Cash Total Old Debt New Debt Take Back Debt A/R Facility Total Debt Net Debt
Metric CY2022E Adj.EBITDA5 $200– $2,3638– $2,363 2,363 11.8x / 11.8x$5357$610
40 $650 115 3.3x / 0.6xTake Back Debt490 Transaction Fees 80 Cash to Balance Sheet7535
Total Uses $1,666 Notes: 1 Excludes warrants and management equity. 2 Net of 25% Founders
shares subject to re-vesting at $12.50 share price. 3 $700M available cash in Churchill
Capital; assumes $10M of interest from cash held in trust. 4 $20M for Skillsoft lenders
and $70M for Global Knowledge lenders. 5 Reflects FYE 1/31/23E Adj. EBITDA midpoint.5.4%
4.8% 32.1% 100.0%Interest Expense Interest Coverage$1638 1.2x$53 3.8x6 Pro forma for
Churchill transactions with Skillsoft and Global Knowledge; assumes no redemptions. 7
PIPE subject to certain conditions; $400M second step investment by Prosus subject to
CFIUS approval. 8 Illustrative combined total debt and interest expense based on previous
capital structures. Source: Churchill estimates, management estimates, S-4. Excludes
equity issued to management and advisors in connection with the consummation of the contemplated
transaction, including equity issued under Churchill's management incentive compensation
plan.41
SUMMARY
OF SHARES OUTSTANDING AT VARIOUS PRICES (SHARES IN M)Share Price Public IPO SharesTotal
Shares OutstandingPublic Shares as % of Shares Outstanding (Incl / Excl Public Warrants)
(1)COMMENTARY Shares: • Includes 69.0M public IPO shares • Includes 17.25M
founder shares$10.00 69.0 163.4 42.2% / 42.2%$12.00 70.0 166.0 42.1% / 41.6%$14.00 73.1
178.8 40.9% / 38.6%$16.00 75.5 185.2 40.8% / 37.3%$18.00 77.3 190.1 40.7% / 36.3%$20.00
77.3 191.6 40.4% / 36.0%• 4.3M founder shares (25%) re-vest if the share price exceeds
$12.50 per share • Includes 28.5M shares issued to Skillsoft shareholders •
Includes 53.0M shares issued to PIPE investors(2) Warrants: • Includes 23.0M public
warrants issued in connection with the IPO • Strike price of $11.50 / share and
forced redemption price of $18.00 / share • Includes 17.3M private placement warrants
purchased or acquired by the sponsor(3) • $11.50 strike price; no forced redemption
• Includes 16.7M warrants issued to PIPE investors at substantively identical terms
as the public warrants • Includes 5.0M warrants issued as consideration for Global
Knowledge transaction • $11.50 strike price; no forced redemptionNotes: Shares and
warrants net for Treasury Stock Method (“TSM”). Excludes equity issued to
management and advisors in connection with the consummation of the contemplated transaction,
including equity issued under Churchill's management incentive compensation plan. 1.
Public shares including public warrants (on a TSM basis) as % of total shares outstanding
/ public shares excluding public warrants (on a TSM basis) as % of total shares outstanding.
2. PIPE subject to certain conditions; $400M second step investment by Prosus subject
to CFIUS approval. 3. Includes 1.5M warrants payable to Churchill sponsor for loan to
Churchill at Churchill sponsor’s option.
SUMMARY
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (S-4) ($M)FYE 12/31/19*
Nine Months Ended 9/30/20* Total pro forma combined revenue⁽¹⁾ $646
$489 Reversal of pro forma adjustments: Skillsoft fresh-start reporting 121 (39) Global
Know ledge purchase accounting 6 -- Elimination of inter-company revenues 1 1 Plus impact
of Skillsoft reorganization, primarily related to deferred revenue -- 44 Combined Adjusted
revenue⁽³⁾ $774 $496 Skillsoft Adjusted Revenue⁽²⁾
$514 $355 Global Know ledge historical revenue 260 140 Combined Adjusted revenue⁽³⁾
$774 $496 Total pro forma combined net (loss) income ⁽⁴⁾ ($703) $2,755
Reversal of pro forma adjustments: (339) (86) Adjustments based on historical financial
statements:⁽⁵⁾ 1,037 (2,562) Pro forma combined EBITDA⁽⁶⁾
($6) $107 Reversal of Churchill purchase accounting, as reflected in pro forma 21 (0)
Reversal of Skillsoft fresh-start reporting, as reflected in pro forma 111 (42) Reversal
of Skillsoft purchase accounting, as reflected in pro forma 18 -- Reversal of Global
Know ledge purchase accounting, as reflected in pro forma 16 -- Plus other adjustments⁽⁷⁾
58 66 Combined Adjusted EBITDA⁽⁸⁾ $219 $131Source: S-4 * Amounts for
the year ended December 31, 2019 combine the historical (1) audited financial statements
of Churchill as of December 31, 2019 and for the period from April 11, 2019 (inception)
through December 31, 2019, (2) audited consolidated financial statements of Predecessor
Skillsoft as of and for the year ended January 31, 2020 and (3) audited consolidated
financial statements of Global Knowledge as of and for the year ended September 27, 2019.
Amounts for the nine months ended September 30, 2020 combine the (1) unaudited financial
statements of Churchill as of and for the nine months ended September 30, 2020, (2) unaudited
consolidated financial statements of Successor Skillsoft as of October 31, 2020 and for
the period from August 28, 2020 to October 31, 2020, the unaudited consolidated financial
statements of Predecessor Skillsoft for the period from February 1, 2020 to August 27,
2020 and (3) unaudited statement of operations of Global Knowledge for the nine months
ended October 2, 2020, which was derived from the audited twelve months ended October
2, 2020 less the unaudited three months ended January 3, 2020. 1 Pro forma Combined Revenue
includes the historical revenue of Churchill, Skillsoft and Global Knowledge, and related
pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed
Combined Financial Information” in the S-4. 2 Skillsoft Adjusted Revenue reflects
GAAP revenue excluding (i) impact of fresh-start reporting and purchase accounting and
(ii) one-time impact of the deconsolidation of Canada. 3 Combined Adjusted Revenue includes
the historical revenue of Churchill, Skillsoft and Global Knowledge, and excludes the
impact of pro forma adjustments as referred to within the section “Unaudited Pro
Forma Condensed Combined Financial Information” in the S-4. 4 Pro forma combined
net (loss) income includes the historical results of Churchill, Skillsoft and Global
Knowledge, and related pro forma adjustments as referred to within the section “Unaudited
Pro Forma Condensed Combined Financial Information” in the S-4. 5 The adjustment
for the year end December 31, 2019 is primarily due to interest expense and goodwill
impairment. The adjustment for the nine months ended September 30, 2020 is primarily
related to Skillsoft reorganization gain, offset by Skillsoft goodwill impairment. Refer
to pages 146 and 196 in the S-4 for additional detail for Skillsoft and Global Knowledge,
respectively. 6 Pro forma combined EBITDA includes the historical results of Churchill,
Skillsoft, and Global Knowledge, and related pro forma adjustments as referred to within
the section “Unaudited Pro Forma Condensed Combined Financial Information”
in the S-4. EBITDA represents net (loss) income plus or minus net interest, plus provision
for income taxes, depreciation, amortization, and impact of the re-organization gain
as a result of fresh-start reporting as they relate to Skillsoft’s historical financial
statements. 7 Refer to pages 144 and 196 in the S-4 for a description of non-GAAP adjustments.
8 Combined Adjusted EBITDA includes the historical results of Churchill, Skillsoft and
Global Knowledge, and excludes the impact of pro forma adjustments as referred to within
the section “Unaudited Pro Forma Condensed Combined Financial Information”
in the S-4. Savings expected from cost and operating synergies are not reflected in the
Combined Adjusted EBITDA. Adjusted EBITDA represents EBITDA plus primarily non-cash items
and non-recurring items that we consider useful to exclude in assessing our operating
performance (e.g., stock-based compensation expense, restructuring charges, retention
costs, recapitalization and transaction-related costs, net foreign currency impact and
other net gains and losses, certain impacts of fresh-start and purchase accounting, and
one-time impact of the deconsolidation of Canada).
RECONCILIATION
OF NON-GAAP FINANCIAL MEASURES (S-4) ($M)Skillsoft ⁽¹⁾Fresh-start accounting
reduced deferred revenue amount on balance sheet CY2019A Nine Months Ended 9/30/20 Global
Know ledge(1/31/20)(9/27/19) Combined Skillsoft ⁽¹, ²⁾Global Know
ledge ⁽³⁾CombinedNet Revenue $514 $260 $774 $311 $140 $451 Impact of
fresh-start and purchase accounting -- -- -- 42 -- 42 One-time impact of the deconsolidation
of Canada -- -- -- 3 -- 3Adjusted Net Revenue $514 ` $260 $774 $355 $140 $496Reseller
Fees -- 34 34 -- 19 19Adjusted Gross Revenue $514 ` $294 $808 $355 $160 $515Net income
(loss) - GAAP ($849) ($26) ($876) $2,725 ($98) $2,627 Interest expense, net 430 25 455
176 21 197 Provision for income taxes 11 0 11 61 0 61 Depreciation and amortization 106
23 130 58 11 68 Impairment of goodw ill and intangible assets 441 -- 441 332 67 400 Impact
of fresh-start and purchase accounting -- -- -- (3,288) -- (3,288) EBITDA $138 $23 $161
$64 $2 $66 Non-recurring retention and consulting costs 10 0 10 14 2 16 Recapitalization
and transaction-related costs 16 1 18 40 3 43 Restructuring and contract terminations
3 5 8 1 5 6 Integration and migration related 6 3 9 4 0 4 Foreign currency and other
non-cash expense 11 0 11 (4) 1 (3) Other add backs 0 2 2 (0) 0 0Adjusted EBITDA $185
`$35 $219 $120 $12 $132Source: S-4 1 Calculation pursuant to credit agreement operative
in those periods. 2 Reflects nine months ended 10/31/20A. 3 Reflects nine months ended
10/2/20A.44
RECONCILIATION
OF NON-GAAP FINANCIAL MEASURES (S-4) ($M) (CONT’D)Restructuring reduced debt by
$1.5B+,Skillsoft ⁽¹⁾ (-)saving $100M+ in annual cash interest expenseNine
Months Ended 10/31/20Nine Months Ended 10/31/19(+) FYE 1/31/20= LTM (10/31/20)Global
Know ledge (FYE 10/2/20) Combined LTMNet Revenue $311 $386 $514 $439 $209 $647 Impact
of fresh-start and purchase accounting 42 -- -- 42 -- 42 One-time impact of the deconsolidation
of Canada 3 -- -- 3 -- 3Adjusted Net Revenue $355 ` $386 $514 $483 $209 $692Reseller
Fees -- -- -- -- 29 29Adjusted Gross Revenue $355 ` $386 $514 $483 $237 $721Net income
(loss) - GAAP $2,725 ($741) ($849) $2,617 ($101) $2,516 Interest expense, net 176 320
430 286 27 313 Provision for income taxes 61 8 11 64 0 64 Depreciation and amortization
58 83 106 81 16 97 Impairment of goodw ill and intangible assets 332 439 441 334 67 402
Impact of fresh-start and purchase accounting (3,288) -- -- (3,288) -- (3,288) EBITDA
$64 $108 $138 $94 $9 $104 Non-recurring retention and consulting costs 14 15 10 9 2 12
Recapitalization and transaction-related costs 40 6 16 51 3 53 Restructuring and contract
terminations 1 2 3 2 5 7 Integration and migration related 4 5 6 5 1 6 Foreign currency
and other non-cash expense (4) 10 11 (4) 1 (3) Other add backs (0) 0 0 (0) 1 1Adjusted
EBITDA $120 ` $147 $185 $157 $23 $180Historical financials don’t include any cost
saving initiatives that Company has undertaken or synergiesSource: S-4. 1 Calculation
pursuant to credit agreement operative in those periods.45
SUMTOTAL:
A COMPREHENSIVE LEARNING AND TALENT MANAGEMENT SYSTEM INDUSTRY LEADERS CHOOSE SUMTOTAL7
Of the world’s largest drug and biotech companies3 Of the largest U.S. banks3 Of
the five largest U.S. life insurance companies3 Of the world’s 10 largest airlinesLEADING
PLATFORM • Supports every stage of the employee development lifecycle • Robust,
highly configurable systems and best positioned to address large, complex, compliance-oriented
use cases • Marketplace integrations and strategic partnerships extend customers’
ecosystems • Chosen platform for industry leaders in Finance, Insurance, Pharmaceuticals,
Transportation and other complex, compliance heavy industriesCOMPREHENSIVE SOLUTION •
Recruiting• Onboarding• Learning management• Performance, succession &
compensation• Career pathing & development• Workforce managementTOP PRIORITIES
ATTRACT NEW LOGOS • Leverage credibility of existing customer base of industry leaders
• Recent case studies (customer wins)WIN-BACK CHURNED CUSTOMERS • Historical
churn from legacy platform 46 provides SumTotal with a customer win back opportunity
• Significant improvement in SumTotal’s NPS score after two critical platform
upgrades46
DISCLAIMER
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made
in respect of the proposed merger transaction involving Churchill II and Skillsoft. Churchill
II has filed a registration statement on Form S-4 with the SEC, which includes a proxy
statement of Churchill II and a prospectus of Churchill II, and Churchill II has filed
and will file other documents regarding the proposed transaction with the SEC. A definitive
proxy statement/prospectus will also be sent to the stockholders of Churchill II and
Skillsoft, seeking any required stockholder approval. Before making any voting or investment
decision, investors and security holders of Churchill II and Skillsoft are urged to carefully
read the entire registration statement and proxy statement/prospectus and any other relevant
documents filed with the SEC, as well as any amendments or supplements to these documents,
because they contain important information about the proposed transaction. The documents
filed by Churchill II with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, the documents filed by Churchill II may be obtained
free of charge from Churchill II at www.churchillcapitalcorp.com. Alternatively, these
documents can be obtained free of charge from Churchill II upon written request to Churchill
Capital Corp II, 640 Fifth Avenue, 12th Floor, New York, New York 10019, Attn: Secretary,
or by calling (212) 380-7500. Churchill II, Skillsoft and certain of their respective
directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Churchill II, in favor of the approval of the merger.
Information regarding Churchill II’s directors and executive officers is contained
in Churchill II’s Annual Report on Form 10-K for the year ended December 31, 2019
and its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2020,
June 30, 2020, and September 30, 2020 which are filed with the SEC. Additional information
regarding the interests of those participants, the directors and executive officers of
Skillsoft and other persons who may be deemed participants in the transaction may be
obtained by reading the registration statement and the proxy statement/prospectus and
other relevant documents filed with the SEC. Free copies of these documents may be obtained
as described in the preceding paragraph. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of any securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction. FORWARD-LOOKING STATEMENTS;
NON-GAAP This communication contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 including, but not limited to, Churchill
II’s, Skillsoft’s and Global Knowledge’s expectations or predictions
of future financial or business performance or conditions. Forward-looking statements
are inherently subject to risks, uncertainties and assumptions. Generally, statements
that are not historical facts, including statements concerning our possible or assumed
future actions, business strategies, events or results of operations, are forward-looking
statements. These statements may be preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,”
“may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates” or “intends” or similar
expressions. Such forward-looking statements involve risks and uncertainties that may
cause actual events, results or performance to differ materially from those indicated
by such statements. Certain of these risks are identified and discussed in Churchill
II’s Form 10-K for the year ended December 31, 2019 under Risk Factors in Part
I, Item 1A and in the registration statement on Form S-4 discussed above. These risk
factors will be important to consider in determining future results and should be reviewed
in their entirety. These forward-looking statements are expressed in good faith, and
Churchill II, Skillsoft and Global Knowledge believe there is a reasonable basis for
them. However, there can be no assurance that the events, results or trends identified
in these forward-looking statements will occur or be achieved. Forward-looking statements
speak only as of the date they are made, and none of Churchill II, Skillsoft or Global
Knowledge is under any obligation, and expressly disclaim any obligation, to update,
alter or otherwise revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. Readers should carefully review
the statements set forth in the filings, which Churchill II has filed or will file from
time to time with the SEC. In addition to factors previously disclosed in Churchill II’s
filings with the SEC and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ materially from forward-looking
statements or historical performance: ability to meet the closing conditions to the Skillsoft
merger, including approval by stockholders of Churchill II and Skillsoft, and the Global
Knowledge merger on the expected terms and schedule and the risk that regulatory approvals
required for the Skillsoft merger and the Global Knowledge merger are not obtained or
are obtained subject to conditions that are not anticipated; delay in closing the Skillsoft
merger and the Global Knowledge merger; failure to realize the benefits expected from
the proposed transactions; the effects of pending and future legislation; risks related
to disruption of management time from ongoing business operations due to the proposed
transactions; business disruption following the transactions; risks related to the impact
of the COVID-19 pandemic on the financial condition and results of operations of Churchill
II, Skillsoft and Global Knowledge; risks related to Churchill II’s, Skillsoft’s
or Global Knowledge’s indebtedness; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory actions and reforms; and
risks of demand for, and acceptance of, our products and for cloud-based technology learning
solutions in general; our ability to compete successfully in competitive markets and
changes in the competitive environment in our industry and the markets in which we operate;
our ability to develop new products; failure of our information technology infrastructure
or any significant breach of security; future regulatory, judicial and legislative changes
in our industry; the impact of natural disasters, public health crises, political crises,
or other catastrophic events; our ability to attract and retain key employees and qualified
technical and sales personnel; fluctuations in foreign currency exchange rates; our ability
to protect or obtain intellectual property rights; our ability to raise additional capital;
the impact of our indebtedness on our financial position and operating flexibility; and
our ability to successfully defend ourselves in legal proceedings. Any financial projections
in this communication are forward-looking statements that are based on assumptions that
are inherently subject to significant uncertainties and contingencies, many of which
are beyond Churchill II’s, Skillsoft’s and Global Knowledge’s control.
While all projections are necessarily speculative, Churchill II, Skillsoft and Global
Knowledge believe that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the projection extends from
the date of preparation. The assumptions and estimates underlying the projected results
are inherently uncertain and are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of projections in this communication
should not be regarded as an indication that Churchill II, Skillsoft and Global Knowledge,
or their representatives, considered or consider the projections to be a reliable prediction
of future events. Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual results. This
communication is not intended to be all-inclusive or to contain all the information that
a person may desire in considering an investment in Churchill II and is not intended
to form the basis of an investment decision in Churchill II. All subsequent written and
oral forward- looking statements concerning Churchill II, Skillsoft and Global Knowledge,
the proposed transactions or other matters and attributable to Churchill II, Skillsoft
and Global Knowledge or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Some financial information in this
communication, including Adjusted EBITDA and Adjusted EBITDA margin projections, have
not been prepared in accordance with generally accepted accounting principles (“GAAP”).
Churchill II is unable to provide reconciliations to the most directly comparable GAAP
measures without unreasonable effort due to the uncertainty of the necessary information
for such calculations.47
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