Churchill Capital Corp II entered into a definitive agreement to acquire Skillsoft for $1.3 billion on October 12, 2020. Each Software Luxembourg Class B Share outstanding immediately prior to the Effective Time, other than any Excluded Share, will automatically be canceled and the Churchill Capital will issue as consideration for a number of duly authorized, validly issued, fully paid and non-assessable shares of Churchill Capital Class A Common Stock equal to the Class A Second Lien Exchange Ratio, subject to adjustment. The aggregate Per Share Merger Consideration shall comprise of (i) 24 million shares of Buyer Class A Common Stock and 3.84 million shares of Buyer Class C Common Stock, in each case, with respect to the Software Luxembourg Holding Class A Shares and (ii) 4,500,000 shares of Churchill Capital Class A Common Stock with respect to Software Luxembourg Holding Class B Shares, in each case in accordance with and subject to the terms of the Merger Agreement. As of March 12, 2021, (i) each outstanding Skillsoft Class A Share will be automatically cancelled and Churchill will issue as consideration therefore (A) 6.25 shares of Churchill Class A common stock and (B) one share of Churchill Class C common stock; and (ii) each outstanding Skillsoft Class B Share will be automatically cancelled and Churchill will issue as consideration therefore 28.125 shares of Churchill Class A common stock. Immediately following the effective time, and without any further action on the part of any party or the holders of any securities of Churchill Capital or the Software Luxembourg Holding, Churchill Capital will redeem all shares of its Class C Common Stock issued to the holders of Software Luxembourg Class A Shares in connection with the Merger for an aggregate redemption price of (a) $505 million to be distributed by the Exchange Agent and (b) Term Loans in the aggregate principal amount equal to the sum of $20 million issued by certain Subsidiaries of the Surviving Corporation. In a related transaction, Churchill entered into a definitive agreement to acquire Global Knowledge Training LLC from investment funds affiliated with Rhône Capital for approximately $233 million. 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 symbol “SKIL”. 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 ("PIPE") 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. As of November 11, 2020, Prosus exercised its option to invest an additional $400 million in connection with the transactions. Prosus’s investment is subject to HSR clearance and with respect to its $400 million incremental investment, a review by the Committee on Foreign Investment in the U.S. 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. As of November 11, 2020, Prosus will own approximately 30% of the combined company, and will have proportional Board representation that currently provides the right to designate two Board members, including the combined company’s chairperson, post the transaction. On May 3, 2021, Prosus received notice from the Committee on Foreign Investment in the United States that it has approved Prosus's Second Step equity investment related to Churchill II's acquisition of Skillsoft and Global Knowledge. This approval brings Prosus's total investment to $500 million and is an important step towards the consummation of the business combination. The Prosus PIPE, in addition to expected cash on hand at the time of closing, substantially satisfies the minimum cash condition in the Skillsoft merger agreement and excludes the benefit of any cash held in trust, net of any redemptions. Under the terms of the transactions, Jeffrey Tarr has agreed to be the Chief Executive Officer of the combined company. At the closing of the merger, Board of Directors will consist of seven members, six of whom will be nominated by Churchill and one of whom will be nominated by the Skillsoft shareholders. Churchill has nominated Jeffrey Tarr, Helena B. Foulkes, Ronald W. Hovsepian, Karen G. Mills and Lawrence H. Summers to serve on the Board. Michael Klein is also a Director Nominee of the combined company. The Skillsoft shareholders have nominated Peter Schmitt to serve on the board. As of June 7, 2021, Skillsoft’s Post-Closing Executive Leadership team was announced. Michelle Boockoff Bajdek as Chief Marketing Officer, Sarah Hilty as Chief Legal Officer, Ryan Murrat as Chief Accounting Officer and Interion Chief Financial Officer, Mark Onisk as Chief Content Officer, Apratim Purakayastha as Chief Technology Officer, Eric Stine as Chief Revenue Officer, Richard Walker as Chief Corporate Strategy and Development Officer and President. As of June 8, 2021, upon completion of the merger, nominate Patrick Kolek, Prosus Group Chief Operating Officer will take the role of Chairperson of the Board of the Company, and Larry Illg, Chief Executive Officer of Prosus EdTech and Food, as a Director of the Company. The transaction is subject to approval by Churchill and Skillsoft shareholders and receipt of regulatory approvals, applicable waiting periods under the HSR Act shall have expired or been terminated, Registration Statement shall have become effective, Churchill’s Common Stock to be issued in connection with the merger shall have been approved for listing on NYSE, the available closing date Cash shall not be less than $644 million, Churchill having at least $5,000,001 of net tangible assets the Luxembourg Auditor shall have delivered the Auditor Report; and other customary closing conditions. The respective Board of Directors have unanimously approved the transaction. As of November 10, 2020, Churchill's request for early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for both Skillsoft and Global Knowledge, was granted effective immediately. The transactions are expected to close in January 2021. As of May 13, 2021, the transaction is expected to close in June 2021. As of May 28, 2021, the transaction is expected to close on June 11, 2021. Citigroup and Tyton served as financial advisors, and Ross Fieldston, Kenneth 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 served as legal counsel to Churchill. Jackie Cohen, Gavin, Helyn Goldstein, Eric Remijan, Paul Wessel, Vynessa Nemunaitis, Mariel E. Cruz, Frank Adams, Barbra Broudy, P.J. Himelfarb, Jeffrey Osterman, Caroline Paige Geiger, Sam Zylberberg, Matthew Morton, Vadim Brusser and Holly Loiseau of Weil served as legal counsel, and Houlihan Lokey served as financial advisor to Skillsoft. Continental Stock acted as the transfer agent for Churchill. Mackenzie acted as the proxy solicitor for Churchill and will receive a fee of $15,000 plus disbursements. The Klein Group llc acted as financial advisor to Churchill. Churchill will pay an advisory fee of $4 million to Klein Group, an affiliate of M. Klein and Company, LLC.