Churchill Capital Corp II completed the acquisition of Global Knowledge Training LLC from investment funds affiliated with Rhone Capital, L.L.C. and others.
June 10, 2021
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Churchill Capital Corp II (NYSE:CCX) entered into a definitive agreement to acquire Global Knowledge Training LLC from investment funds affiliated with Rhone Capital, L.L.C. and others for approximately $250 million on October 12, 2020. As per the terms, Rhone Capital will receive 5 million warrants at an exercise price of $11.5 per share in the combined company, subject to terms of the agreement. Upon the close of the transactions, 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. In a related transaction, Churchill Capital Corp II entered into a definitive agreement to acquire Software Luxembourg Holding S.A. for $1.3 billion. Under the terms of the transactions, Churchill II will contribute up to $697 million of cash raised during its initial public offering in June 2019 to transform Skillsoft and support the combined company's growth and consolidation strategy. In addition, Churchill II expects more than $170 million in common equity through private investment in public equity commitments, including from Prosus, which has committed to invest $100 million into Churchill II in connection with the transactions, with the option to expand further to fuel future growth. Rhone Capital’s investment funds have also agreed to invest $50 million in additional Class A common stock at $10 per share, subject to certain conditions and the terms of the related subscription agreement. Additionally, Lodbrok Capital LLP has committed $20 million in connection with the Global Knowledge transaction. Following the closing of the merger of Churchill Capital and Software Luxembourg Holding, the combined company will acquire Global Knowledge and the combined company will operate as Skillsoft and will be listed on the New York Stock Exchange.
Under the term of the transactions, Jeffrey Tarr has agreed to be the Chief Executive Officer of the combined company. The transaction is subject to approval by Churchill II shareholder and receipt of regulatory approvals, the pro-forma available cash as of the proposed closing date shall be not less than $50 million, consummation of Software Luxembourg merger, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the absence of an “Event of Default” under new credit agreements and customary closing conditions. The Boards of Directors of Churchill II and Global Knowledge have unanimously approved the transaction. As of November 11, 2020, the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 granted the transaction. The transaction is expected to close in January 2021. Citigroup and Tyton Partners acted as financial advisors and Ross Fieldston, Kenneth M. Schneider, Raphael Russo, Charles Pesant, Suhan Shim, Chaim Theil, Jason Tyler, Jeffrey Saferstein, Paul Basta, Robert Holo, Charles Googe, Aidan Synnott, Liza Velazquez, Steven Herzog, Peter Jaffe, Rachel Fiorill, Andrew Gaines, Peter Fisch, Yuni Sobel, Marta Kelly and Richard Elliott of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Churchill. Lazard and David Braunschvig, Gui Silva and Daniel Harari of Three Keys acted as financial advisors, and Richard A. Pollack of Sullivan & Cromwell LLP acted as legal advisor to Global Knowledge. The Klein Group llc acted as financial advisor to Churchill with advisory fee of $4 million.
Churchill Capital Corp II (NYSE:CCX) completed the acquisition of Global Knowledge Training LLC from investment funds affiliated with Rhone Capital, L.L.C. and others on June 11, 2021.
Skillsoft Corp. offers a platform for transformative learning experiences. It operates through two segments: Content & Platform and Instructor-Led Training. The Content & Platform business engages in the sale, marketing and delivery of its content learning solutions, in areas such as Leadership and Business, Technology and Developer and Compliance. In addition, Content & Platform offers Percipio, an online learning platform that delivers learning experience through SaaS solutions. The Instructor-Led Training business offers training solutions covering information technology and business skills for corporations and their employees. Instructor-Led Training guides its customers throughout their lifelong technology learning journey by offering relevant and up-to-date skills training through instructor-led and self-paced, vendor-certified, and other offerings. Instructor-Led Training offers a range of training topics and delivery modalities both on a transactional and subscription basis.
Churchill Capital Corp II completed the acquisition of Global Knowledge Training LLC from investment funds affiliated with Rhone Capital, L.L.C. and others.