Item 1.01 Entry into a Material Definitive Agreement.
The information set forth below in Item 8.01 of this Report is incorporated by
reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth below in Item 8.01 of this Report is incorporated by
reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth below in Item 8.01 of this Report is incorporated by
reference herein. The shares of Class A Common Stock, par value $0.0001 per
share ("Churchill Class A common stock"), of Churchill Capital Corp II, a
Delaware corporation ("Churchill"), and warrants to purchase shares of Churchill
Class A Common Stock to be issued pursuant to the Prosus Subscription Agreement
(as defined below) will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder.
Item 8.01 Other Events.
On November 10, 2020, MIH Ventures B.V. ("Prosus") exercised its option to
subscribe for an additional 40,000,000 newly-issued shares of Churchill Class A
Common Stock, subject to certain adjustments, at a purchase price of $10.00 per
share (the "Prosus Second Step Investment"), pursuant to the previously
disclosed subscription agreement, dated as of October 12, 2020, with Churchill
and Churchill Sponsor II LLC (the "Prosus Subscription Agreement"). Together
with its initial subscription for 10,000,000 newly-issued shares of Churchill
Class A Common Stock, at a purchase price of $10.00 per share (the "Prosus First
Step Investment"), Prosus's total investment in Churchill is expected to be
50,000,000 shares of Churchill Class A Common Stock for an aggregate purchase
price of $500.0 million (the "Prosus PIPE Investment").
Pursuant to the Prosus Subscription Agreement, following consummation of the
Prosus PIPE Investment, Prosus will have the right to nominate a number of
directors to Churchill's board of directors in proportion to its beneficial
ownership of the Churchill Class A Common Stock, including an individual to
serve as the chairman of Churchill's board of directors, subject to customary
approval by Churchill's nominating and corporate governance committee; provided
that, if (i) Prosus's ownership percentage of the aggregate outstanding shares
of Churchill Class A Common Stock is at least 20%, Prosus will have the right to
designate or nominate no less than two designees to Churchill's Board; (ii)
Prosus's ownership percentage of the aggregate outstanding shares of Churchill
Class A Common Stock is at least 10%, Prosus will have the right to designate or
nominate no less than one designee to Churchill's Board; and (iii) Prosus's
ownership percentage of the aggregate outstanding shares of Churchill Class A
Common Stock is less than 5%, Prosus will not have any right to designate or
nominate a designee to Churchill's Board.
In addition, pursuant to the previously disclosed strategic support agreement,
dated as of October 12, 2020, with Churchill that became effective when Prosus
exercised its option to make the Prosus Second Step Investment and certain other
conditions were met, Prosus has agreed to provide certain business development
and investor relations support services to Churchill following closing of the
Prosus PIPE Investment.
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Upon consummation of the Prosus PIPE Investment, Churchill will issue to Prosus
warrants to purchase a number of shares of Churchill Class A Common Stock equal
to one-third of the number of shares of Churchill Class A Common Stock purchased
in the Prosus PIPE Investment. The warrants will have terms substantively
identical to those included in the units offered in Churchill's initial public
offering.
The obligations to consummate the Prosus PIPE Investment are conditioned upon,
among other things, expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), and,
with respect to the Prosus Second Step Investment, review by the Committee on
Foreign Investment in the U.S. ("CFIUS"). The Prosus First Step Investment will
be consummated (the "Prosus First Step Investment Closing") on the date of, and
immediately prior to, the consummation of the previously announced business
combination between Churchill and Software Luxembourg Holding S.A., a public
limited liability company (société anonyme) incorporated and organized under the
laws of the Grand Duchy of Luxembourg (the "Skillsoft Merger"). The Prosus
Second Step Investment will be consummated on the later of (a) the Prosus First
Step Investment Closing and (b) the second (2nd) business day following the date
on which (i) CFIUS has issued a written notification of its determination that
the Prosus PIPE Investment is not a "covered transaction" and not subject to
review by CFIUS under applicable law and (ii) the parties have obtained any
other regulatory consents, authorizations and approvals required to be obtained
under applicable antitrust laws, in accordance with the terms of the Prosus
Subscription Agreement.
Separately, on November 10, 2020, Albert UK Holdings 1 Limited, a company owned
by investment funds affiliated with Rhône Capital L.L.C., terminated the
previously disclosed subscription agreement, dated as of October 12, 2020, with
Churchill, in accordance with its terms, which provided for the issuance of
5,000,000 newly-issued shares of Churchill Class A Common Stock at a purchase
price of $10.00 per share at the closing of the previously announced merger
between Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Churchill, and Albert DE Holdings Inc., a Delaware corporation
(the "Global Knowledge Merger").
Also on November 10, 2020, Churchill received notice that its request for early
termination of the waiting periods under HSR for each of the Skillsoft Merger
and the Global Knowledge Merger was granted effective immediately.
Attached as Exhibit 99.1 to this Report is a press release of Churchill
announcing the events described in this Report.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger transaction
involving Churchill and Skillsoft. Churchill intends to file a registration
statement on Form S-4 with the SEC, which will include a proxy statement of
Churchill and a prospectus of Churchill, and Churchill 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 and
Skillsoft, seeking any required stockholder approval. Before making any voting
or investment decision, investors and security holders of Churchill and
Skillsoft are urged to carefully read the entire registration statement and
proxy statement/prospectus, when they become available, and any other relevant
documents filed with the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about the proposed
transaction. The documents filed by Churchill 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 may be obtained free of charge from Churchill at
www.churchillcapitalcorp.com. Alternatively, these documents, when available,
can be obtained free of charge from Churchill 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, 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, in favor of the approval of the merger.
Information regarding Churchill's directors and executive officers is contained
in Churchill'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 when they become available. Free copies of these
documents may be obtained as described in the preceding paragraph.
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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
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
Churchill'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's
Form 10-K for the year ended December 31, 2019 under Risk Factors in Part I,
Item 1A. 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, 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, 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 reports, which Churchill
has filed or will file from time to time with the SEC.
In addition to factors previously disclosed in Churchill's reports filed 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 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, Skillsoft and
Global Knowledge; risks related to Churchill'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, Skillsoft's and Global
Knowledge's products and for cloud-based technology learning solutions in
general; the combined company's ability to compete successfully in competitive
markets and changes in the competitive environment in its industry and the
markets in which it will operate; the combined company's ability to develop new
products; failure of information technology infrastructure or any significant
breach of security; future regulatory, judicial and legislative changes in the
combined company's industry; the impact of natural disasters, public health
crises, political crises, or other catastrophic events; the combined company's
ability to attract and retain key employees and qualified technical and sales
personnel; fluctuations in foreign currency exchange rates; the combined
company's ability to protect or obtain intellectual property rights; the
combined company's ability to raise additional capital; the impact of the
combined company's indebtedness on its financial position and operating
flexibility; and the combined company's ability to successfully defend itself in
legal proceedings.
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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's,
Skillsoft's and Global Knowledge's control. While all projections are
necessarily speculative, Churchill, 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, 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
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated November 11, 2020
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