Form 8-K Skillsoft Corp. For: Jun 18

June 22, 2021 6:17 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 18, 2021

 

 

 

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38960   83-4388331
(State or other
jurisdiction of
incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)

 

300 Innovative Way, Suite 201

Nashua, NH

  03062
(Address of principal executive offices)   (Zip Code)

 

(603) 324-3000

Registrant’s telephone number, including area code

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading
Symbol
  Name of each exchange on which registered

Shares of Class A common stock, $0.0001 par value per share

 

Warrants

 

SKIL

 

SKIL WS

 

New York Stock Exchange

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

The disclosure contained in Item 7.01(b) is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 20, 2021, the Board of Directors (the “Board”) of Skillsoft Corp., a Delaware corporation (the “Company”), approved by unanimous written consent a change in fiscal year end of the Company from December 31 to January 31. The Board’s decision to change the fiscal year end better aligns the Company's fiscal year with the planning cycles of the Company.

 

Following such change, the date of the Company’s next fiscal year end is January 31, 2022.

 

Item 7.01Regulation FD Disclosure.

 

(a) On June 18, 2021, the Company issued a press release announcing the Company’s filing of its Form 8-K with the U.S. Securities and Exchange Commission in connection with the completion of its business combination with Churchill Capital Corp II. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

(b) On June 21, 2021, the Company issued a press release announcing that the Company has launched marketing for a refinancing of a substantial amount of its long-term debt while repaying the remainder, the Company’s fiscal year change, and the Company’s comments on pro-forma first quarter fiscal year 2022 financial results reflecting the change to its fiscal quarter-end. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

(c) On June 21, 2021, the Company also posted an investor presentation to its website at https://investor.skillsoft.com/company-information/presentations. A copy of the investor presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits

 

(d)       Exhibits.

   
Exhibit
Number
Description
99.1 Press release, dated June 18, 2021
99.2 Press release, dated June 21, 2021
99.3 Skillsoft Corp. Investor Presentation, dated June 21, 2021

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 22, 2021

 

  SKILLSOFT CORP.
     
  By: /s/ Ryan Murray
    Ryan Murray
    Chief Accounting Officer and Interim Chief Financial Officer

 

 

 

Exhibit 99.1 

 

 

Skillsoft Files Closing 8-K in Connection with the Completion of Its Business Combination with Churchill Capital Corp II and Global Knowledge

 

BOSTON – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a global leader in corporate digital learning, today announced that it has filed its Form 8-K with the U.S. Securities and Exchange Commission in connection with the completion of the Company’s business combination with Churchill Capital Corp II and the subsequent acquisition of Global Knowledge on June 11, 2021 (the “Transaction”).

 

The final pro-forma balance sheet as of March 31, 2021, which includes pre-Transaction Skillsoft financial results as of April 30, 2021, includes gross debt of $584.4 million and cash of $259.8 million. Immediately after the consummation of the Transaction, there were 133,059,021 shares of Skillsoft class A common stock outstanding. The closing balance sheet reflects both transaction fees and total redemptions of $350.4 million.

 

The business is performing in line with expectations as previously communicated in external guidance. In conjunction with the Form 8-K updates, Skillsoft is affirming its financial outlook for the fiscal year ending January 31, 2022.

 

About Skillsoft
Skillsoft (NYSE: SKIL) is a global leader in corporate digital learning, serving approximately 70% of the Fortune 1000, customers in over 160 countries and more than 45 million learners globally. The Company provides enterprise learning solutions to prepare organizations for the future of work, enabling them to overcome critical skill gaps, drive demonstrable behavior-change, and unlock the potential in their greatest assets – their people. Skillsoft offers the world’s most comprehensive suite of premium and original content, including the broadest and deepest library of authorized technology & developer curricula, and multiple learning modalities that dramatically increase learner engagement and retention. Skillsoft’s offerings are anchored in Percipio, its award-winning, AI-driven, immersive learning platform designed to make learning easier, more accessible and more effective. Learn more at www.skillsoft.com.

 

Forward-Looking Statements

This communication contains, and oral statements made from time to time by our representatives may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Skillsoft'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 the expected benefits of the transactions, other 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," "outlook," "target," "goal," "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/A for the year ended December 31, 2020 under Risk Factors in Part I, Item 1A and in the registration statement on Form S-4 that was filed by Churchill and declared effective on May 27, 2021. 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 Skillsoft believes 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 Skillsoft is not under any obligation, and expressly disclaims 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 Skillsoft 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: failure to realize the benefits expected from the business combination; the effects of pending and future legislation; risks related to the impact of the COVID-19 pandemic on the financial condition and results of operations of Skillsoft; other consequences associated with mergers, acquisitions and divestitures and legislative and regulatory actions and reforms; demand for, and acceptance of, Skillsoft's products and for cloud-based technology learning solutions in general; Skillsoft's ability to compete successfully in competitive markets and changes in the competitive environment in Skillsoft's industry and the markets in which Skillsoft operates; Skillsoft's ability to develop new products; failure of Skillsoft's information technology infrastructure or any significant breach of security; future regulatory, judicial and legislative changes in Skillsoft's industry; the impact of natural disasters, public health crises, political crises, or other catastrophic events; Skillsoft's ability to attract and retain key employees and qualified technical and sales personnel; fluctuations in foreign currency exchange rates; Skillsoft's ability to protect or obtain intellectual property rights; Skillsoft's ability to raise additional capital; the impact of Skillsoft's indebtedness on Skillsoft's financial position and operating flexibility and other risks related to Skillsoft’s indebtedness; and Skillsoft's ability to successfully defend ourselves in legal proceedings.

 

 

 

 

Any financial projections in this communication or oral statements made from time to time by our representatives are also forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Skillsoft's control. While all projections are necessarily speculative, Skillsoft believes 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 Skillsoft, or its 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.

 

Contact Information

 

Investors

James Gruskin

james.gruskin@skillsoft.com

 

Media

 

Caitlin Leddy

caitlin.leddy@skillsoft.com

 

or

 

Andy Brimmer / Aura Reinhard

Joele Frank, Wilkinson Brimmer Katcher

212-895-8600

 

 

Exhibit 99.2

 

 

Skillsoft Launches Debt Refinancing and Comments on Combined Results for the

Quarter Ended April 30, 2021

 

Refinancing Expected to Further Enhance Financial Flexibility by Reducing Interest Expense &

Increasing Free Cash Flow

 

Q1 Results Exceed Internal Plan, with Strong Performance in Core Content Business; Company

Remains on Track to Meet Fiscal 2022 Guidance

 

Boston – JUNE 21, 2021 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a global leader in corporate digital learning, today announced it has launched marketing for a refinancing of a substantial amount of its long-term debt while repaying the remainder, which is expected to meaningfully decrease the Company’s interest expense, increase free cash flow, increase financial flexibility to grow through acquisitions, and significantly extend the maturity of any obligations. Skillsoft also noted that its Board of Directors has approved the adoption of a January 31 year-end for the Company’s financial reporting, effective immediately, to align Churchill Capital Corp II and Global Knowledge with the pre-business combination Skillsoft’s fiscal year end. In addition, Skillsoft commented on financial results for its first fiscal quarter ended April 30, 2021, reflecting the Company’s recent combinations with Churchill Capital Corp II and Global Knowledge as if the combined company had a fiscal quarter end of April 30, 2021.

 

“I am pleased to report that our fiscal year is off to a strong start, with results exceeding our internal plan,” said Jeffrey R. Tarr, Skillsoft’s Chief Executive Officer. “I’m especially encouraged that order intake for the Skillsoft Content Business combined with Global Knowledge grew by 9% in the quarter ended April 30, 2021. While it’s still early in the fiscal year and in our journey as the new Skillsoft, the momentum we are seeing reinforces my confidence in our ability to meet our full year fiscal 2022 guidance and create significant long-term shareholder value as we integrate the two businesses, realize synergies and complete the migration to Percipio.”

 

Skillsoft noted that continued growth in Percipio drove improvement in dollar retention rate during the fiscal first quarter. In addition, the Company has recently built a dedicated customer acquisition team with more than 30 experienced sellers, and expects to complete the integration of the Global Knowledge sales organization with the Skillsoft Technology & Development specialized salesforces over the coming months, consistent with its integration plan.

 

Mr. Tarr continued, “Skillsoft has a strong capital structure and the strategic refinancing is a proactive step that will enable us to increase our financial flexibility as we execute on attractive growth opportunities, and help our customers build a future-fit workforce, skilled and ready for the jobs of tomorrow.”

 

Terms of the potential refinancing will be disclosed upon the completion of the transaction, which is expected to occur in July 2021. The proposed refinancing is subject to market and other conditions and the approval of the Skillsoft Board of Directors, and there can be no assurance that it will be completed on favorable terms or at all.

 

Additional information is available in Skillsoft’s pre-business combination actual financial results for the fiscal quarter ended April 30, 2021, included in its Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) filed on June 17, 2021, and in Global Knowledge’s actual financial results for the fiscal quarter ended April 2, 2021, as reported in Skillsoft’s amended Form S-4 filed with the SEC on May 27, 2021 and updated herein to align with pre-combination Skillsoft’s fiscal first quarter.

 

About Skillsoft

Skillsoft (NYSE: SKIL) is a global leader in corporate digital learning, serving approximately 70% of the Fortune 1000, customers in over 160 countries and more than 45 million learners globally. The Company provides enterprise learning solutions to prepare organizations for the future of work, enabling them to overcome critical skill gaps, drive demonstrable behavior-change, and unlock the potential in their greatest assets – their people. Skillsoft offers the world’s most comprehensive suite of premium and original content, including the broadest and deepest library of authorized technology & developer curricula, and multiple learning modalities that dramatically increase learner engagement and retention. Skillsoft’s offerings are anchored in Percipio, its award-winning, AI-driven, immersive learning platform designed to make learning easier, more accessible and more effective. Learn more at www.skillsoft.com.

 

 

 

 

NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE METRICS

We track several non-GAAP financial measures and key performance metrics that we believe are key financial measures of our success. Non-GAAP measures and key performance metrics are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures and key performance metrics when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of U.S. GAAP financial disclosures. For example, a company with higher U.S. GAAP net income may not be as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, excluding the effects of interest income and expense moderates the impact of a company’s capital structure on its performance. However, non-GAAP measures and key performance metrics have limitations as analytical tools. Because not all companies use identical calculations, our presentation of non-GAAP financial measures and key performance metrics may not be comparable to other similarly titled measures of other companies. They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these performance measures should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP.

 

We do not reconcile our forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information. We provide non-GAAP financial measures that we believe will be achieved, however we cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

 

Forward Looking Statements

This document includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, our product development and planning, our pipeline, future capital expenditures, financial results, the impact of regulatory changes, existing and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, our ability to successfully implement our plans, strategies, objectives, expectations and intentions are forward-looking statements. Also, when we use words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “projects,” “forecasts,” “seeks,” “outlook,” “target,” goals,” “probably,” or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

 

There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including:

 

·our ability to realize the benefits expected from the business combination;
·our ability to refinance our indebtedness on terms acceptable to us;

 

 

 

 

·the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;
·the impact of the ongoing COVID-19 pandemic on our business, operating results and financial condition;
·fluctuations in our future operating results;
·our ability to successfully identify and consummate acquisition opportunities;
·the 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 market existing products and develop new products;
·a failure of our information technology infrastructure or any significant breach of security;
·the effects of pending and future legislation;
·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.

 

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see the risk factors included in Churchill Capital Corp. II’s Annual Report on Form 10-K/A for the year ended December 31, 2020 in Part I, Item 1A and in the registration statement on Form S-4 filed by Churchill Capital Corp. II and declared effective by the Securities and Exchange Commission (the “SEC”) on May 27, 2021, and subsequent filings with the SEC.

 

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless required by applicable law. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

 

Order Intake

 

The following table sets forth unaudited Order Intake for the three months ended April 30, 2021 and 2020 as if pre-combination Skillsoft and Global Knowledge had been combined and their fiscal quarter ends had been aligned to end on April 30:

 

   Three Months Ended April 30 
(In thousands)  2021   2020 
Content and Global Knowledge Order Intake          
Percipio Order Intake  $17,111   $10,117 
Dual Deployment Order Intake   9,869    12,675 
Skillport Order Intake   9,318    13,912 
Total Subscription Order Intake   36,298    36,704 
Services & One-Time Order Intake   2,572    1,805 
Global Knowledge Order Intake   65,267    57,037 
Total Content and Global Knowledge   104,136    95,547 
           
SumTotal Business Order Intake          
Subscription Order Intake   20,773    26,851 
Services & One-Time Order Intake   4,651    5,301 
Total   25,424    32,152 
           
Total Order Intake  $129,560   $127,699 

 

 

 

 

 Annualized Recurring Revenue

 

The following table sets forth unaudited ARR as of April 30, 2021 and January 31, 2021 as if pre-combination Skillsoft and Global Knowledge had been combined and their fiscal quarter ends had been aligned to end on April 30 and fiscal year end had been aligned to end on January 31:

 

(In thousands)  April 30,
2021
   January 31,
2021
 
Content and Global Knowledge ARR          
Percipio ARR  $81,018   $75,802 
Dual Deployment ARR   166,096    161,327 
Skillport ARR   72,209    80,245 
Total Content   319,323    317,374 
Global Knowledge ARR   13,529    10,504 
Total Content and Global Knowledge   332,852    327,878 
           
SumTotal ARR          
SumTotal ARR   97,153    99,148 
           
Total ARR  $430,005   $427,026 

 

Dollar Retention Rate

 

The following table sets forth our unaudited Dollar Retention Rates for the last twelve-month (“LTM”) period ended April 30, 2021 and for the three month periods ended April 30, 2021 and 2020 as if Skillsoft and Global Knowledge had been combined and their fiscal quarter had been aligned to end on April 30:

 

    April 30  
    LTM     2021     2020  
Dollar Retention Rate (“DRR”)                        
Percipio DRR     100 %     94 %     100 %
Dual Deployment DRR     104 %     104 %     97 %
Skillport DRR     70 %     76 %     77 %
Total Content Business DRR     93 %     91 %     88 %
SumTotal Business DRR     91 %     95 %     96 %

 

Capital Structure

 

The following table sets forth the Skillsoft’s proforma cash and cash equivalents and long-term debt as of April 30, 2021:

 

(in thousands)  April 30,
2021
 
Assets     
Cash and cash equivalents  $259,783 
      
Liabilities     
Long-term debt  $584,427 

  

 

 

 

 Adjusted EBITDA

 

The following table sets forth Adjusted EBITDA for the period ended April 30, 2021 as if Skillsoft’s fiscal quarter ended on April 30, 2021:

 

               Non-GAAP 
   For the Three   For the Three       for the Three 
   Months ended April   Months ended April   Non-GAAP   Months ended April 
   30, 2021   30, 2021   Revenue   30, 2021 
($ in thousands)  Global Knowledge   Skillsoft   Adjustments   Combined 
Revenues:                
Total revenues  $46,677   $91,701    19,874   $158,252 
Operating expenses                    
Cost of revenues   22,862    24,521    -    47,383 
Content and software development   234    16,607    -    16,841 
Selling and marketing   11,007    28,502    -    39,509 
General and administrative   9,000    12,362    -    21,362 
Amortization of intangible assets   1,172    34,943    -    36,115 
Recapitalization and transaction-related costs   -    1,932    -    1,932 
Restructuring   2,618    537    -    3,155 
Total operating expenses   46,892    119,404    -    166,296 
Operating income (loss):  $(215)  $(27,703)  $19,874   $(8,044)
Other income (expense), net   1,476    (352)   -    1,124 
Interest income   -    10    -    10 
Interest expense   (10,070)   (11,449)   -    (21,519)
Income (loss) before provision (benefit) for income taxes   (8,809)   (39,494)   19,874    (28,429)
Provision (benefit) for income taxes   840    (2,089)   -    (1,249)
Net income (loss)  $(9,649)  $(37,405)  $19,874   $(27,180)
                     
EBITDA Computation                    
Interest expense, net  $10,070   $11,439   $-   $21,509 
Provision for income taxes   840    (2,089)   -    (1,249)
Depreciation and amortization   2,589    37,362    -    39,951 
Impairment of goodwill and intangible assets   -    -    -    - 
EBITDA   3,850    9,307    19,874    33,031 
Adjusted EBITDA Computation                    
Plus: Non-recurring retention and consulting costs   -    707    -    707 
Plus: Recapitalization and transaction-related costs   1,393    1,932    -    3,325 
Plus: Restructuring and contract terminations   2,618    537    -    3,155 
Plus: Integration and migration related   -    779    -    779 
Plus: Foreign currency and other non-cash expense   (255)   171    -    (84)
Plus: Impact of fresh-start and purchase accounting   -    18,021    (19,874)   (1,853)
Plus: Stock-based compensation expense   -    -    -    - 
Plus: Other add backs   (1,579)   422    -    (1,157)
Adjusted EBITDA  $6,028   $31,876   $-   $37,904 

 

Note:  Global Knowledge revenue above does not include $8,089 in reseller fees, which are presented on a net basis.

 

 

 

Contacts

 

Investors

James Gruskin

james.gruskin@skillsoft.com

 

Media

Caitlin Leddy

caitlin.leddy@skillsoft.com

 

 

Exhibit 99.3

 

INVESTOR PRESENTATION June 2021

 

 

2 DISCLAIMER This document includes statements that are, or may be deemed to be, “forward - looking statements” within the meaning of Section 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. These forward - looking statements include information about pos sible or assumed future results of our operations. All statements, other than statements of historical facts, that address ac tiv ities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, our produc t d evelopment and planning, our pipeline, future capital expenditures, financial results, the impact of regulatory changes, exis tin g and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths, goals, the be nefits of new initiatives, growth of our business and operations, our ability to successfully implement our plans, strategies , o bjectives, expectations and intentions are forward - looking statements. Also, when we use words such as “may,” “will,” “would,” “anticipate, ” “believe,” “estimate,” “expect,” “intend,” “plan,” “projects,” “forecasts,” “seeks,” “outlook,” “target,” goals,” “probably ,” or similar expressions, we are making forward - looking statements. Such statements are based upon the current beliefs and expectations of Sk illsoft’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth i n t he forward - looking statements. All forward - looking disclosure is speculative by its nature. There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ mat eri ally from those in the forward - looking statements contained in this document, including:  failure to realize the benefits expected from the business combination;  the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, cri me, weather, demographic trends and employee availability;  the impact of the ongoing COVID - 19 pandemic on our business, operating results and financial condition;  fluctuations in our future operating results;  our ability to successfully identify and consummate acquisition opportunities;  the 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 ma rkets in which we operate;  our ability to market existing products and develop new products;  a failure of our information technology infrastructure or any significant breach of security;  the effects of pending and future legislation;  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. The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual pe rfo rmance and results. For more information, please see the risk factors included in Churchill Capital Corp. II’s Annual Report on Form 10 - K/A for the year ended December 31, 2020 in Part I, Item 1A and in the registration statement on Form S - 4 filed by Churchill Cap ital Corp. II and declared effective by the Securities and Exchange Commission (the “SEC”) on May 27, 2021, and subsequent fi lin gs with the SEC. Although we believe that the assumptions underlying our forward - looking statements are reasonable, any of these assumptions, and therefore also the forward - looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward - looking statements included in this document, our inclusion of this informatio n is not a representation or guarantee by us that our objectives and plans will be achieved. Annualized, pro forma, projecte d a nd estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Our forward - looking statements speak only as of the date made and we will not update these forward - looking statements unless req uired by applicable law. With regard to these risks, uncertainties and assumptions, the forward - looking events discussed in this document may not occur, and we caution you against unduly relying on these forward - looking statements.

 

 

Introduction Strategy Finance Q&A INTRODUCTION 3

 

 

Introduction Strategy Finance Q&A 4 ​ Leading technology platform and content creator ​ Delivering digital learning and talent solutions ​ Global base of blue - chip enterprise customers WHAT IS ?

 

 

5 Strategy Finance Q&A Introduction 70% PENETRATION OF FORTUNE 1000 45M LEARNERS 180K UNIQUE CONTENT ASSETS $691M ADJUSTED GROSS REVENUE (2) 24% ADJUSTED EBITDA MARGIN (2) 5 SKILLSOFT AT A GLANCE (1) (1) All amounts shown are based on Company internal data and relate to FYE 1/31/21. (2) Adjusted Gross Revenue and Adjusted EBITDA relate to FYE 1/31/21 and are non - GAAP financial measures. See Appendix for reconciliation to GAAP.

 

 

Introduction Strategy Finance Q&A 6 THE NEW SKILLSOFT 01 An attractive market opportunity without a clear leader 02 Building a global leader from a strong foundation 03 A strong platform for further M&A 04 An attractive business model and investment opportunity

 

 

Introduction Strategy Finance Q&A POWERFUL ‘AT SCALE’ FOUNDATION SIGNIFICANT PROGRESS AND IMPROVEMENTS • Industry leading content library • Strong technology platform ( Percipio ) • Large enterprise customer base • Recurring revenue stream • Strengthening capital structure: o Balance sheet restructure reduced debt by $1.5B o Debt refinancing expected to reduce interest expense further • Brought in new committed and long - term investors led by $500M Prosus investment • New CEO building world - class management team • Strengthened Technology & Development offering with Global Knowledge acquisition • CY2020A results exceeded estimates at announcement for annual recurring revenue, order intake (bookings) and adjusted revenue. Tracking to CY2021 estimates. WHAT NEEDED TO BE FIXED • Overleveraged balance sheet • Leadership gaps • Loss of share in Technology & Development • Under - investment in customer acquisition 7 A STRONG FOUNDATION TO BUILD FROM

 

 

Introduction Strategy Finance Q&A 8 JEFF TARR TO LEAD THE NEW SKILLSOFT History of Creating Value for Shareholders (IHS’s Revenue Over Tenure; $ in millions) $ 476 $ 1075 2005A 2010A Meaningfully Grew DigitalGlobe’s Business ( DigitalGlobe’s revenue over tenure; $ in millions) $ 340 $ 900 2011A 2017A BOARD EXPERIENCE EXECUTION EXPERIENCE • Former CEO of DigitalGlobe and Hoover’s • Former President & COO of IHS CAGR 18% (IHS’s revenue over tenure; $ in M) (Digital Globe’s revenue over tenure; $ in M) CAGR 18% Source: DigitalGlobe , Maxar Technologies and IHS filings, public information and FactSet.

 

 

Introduction Strategy Finance Q&A 9 WORLD CLASS LEADERSHIP TEAM Chief Content Officer Mark Onisk Chief Marketing Officer Michelle Boockoff - Bajdek Chief Legal Officer Sarah Hilty Chief Accounting Officer / Interim Chief Financial Officer Ryan Murray Chief Strategy and Corporate Development Officer / SumTotal President Rich Walker Chief Technology Officer Apratim Purakayastha Chief Revenue Officer Eric Stine

 

 

Introduction Strategy Finance Q&A 10 A global consumer internet group and one of the largest technology investors in the world. • Early investor in global tech leaders, including Tencent and Delivery Hero Building leading companies in high growth sectors. • EdTech • Food delivery • Online classifieds • Payments & fintech Listed on Euronext Amsterdam (AEX:PRX). • Europe’s largest consumer internet company • Included in the EuroStoxx - 50 index Top 10 GLOBAL CONSUMER INTERNET GROUP 1.5B+ USERS GLOBALLY $ 165B+ MARKET CAPITALIZATION INVESTMENT PHILOSOPHY FOCUSED ACTIVE LONG - TERM FOCUS Thematic, sector - based investing based on deep industry insights More than funding. Strong, hands - on support based on technology expertise Partnering with entrepreneurs over the long term to build sustainable businesses (sometimes for decades) SUPPORTED BY PROSUS STRATEGIC INVESTMENT Source: Prosus Group, FactSet. Market data as of 6/18/21. COMPANY OVERVIEW LEADING EDTECH INVESTOR

 

 

Introduction Strategy Finance Q&A 11 PROSUS A LONG TERM STRATEGIC PARTNER $500M INVESTMENT 11 Governance Strategic x Leading EdTech and growth investor x Strategic Support Agreement in place x Conviction in Skillsoft’s business plan and management Financial x Largest single EdTech PIPE investment and one of Prosus’s largest investments to date x Liquidity to de - risk balance sheet and provide flexibility for transformation and growth x Validation of Skillsoft’s significant equity value x Long - term, active participation with 2 board members including Chairman x 38% of Skillsoft equity held by high quality, long - term investor x A ligned on value creation strategy based on sustainable growth, prudent leverage and robust liquidity Active Focused Long - Term Investment Disciplined Responsible

 

 

Introduction Strategy Finance Q&A STRATEGY 12

 

 

Introduction Strategy Finance Q&A AN ATTRACTIVE MARKET OPPORTUNITY LARGE MARKET GROWING MARKET STRONG SECULAR GROWTH DRIVERS • Growing skills gap globally • Corporate / C - Suite focus on workforce development / upskilling • Shift from insourced to outsourced training • Shift from classroom to digital training • Acceleration by COVID - 19 and work - from - home TOTAL ADDRESSABLE MARKET GLOBAL PROFESSIONAL ELEARNING 1 $ 28B U.S. PROFESSIONAL LEARNING 2 $ 130B GLOBAL PROFESSIONAL LEARNING 2 $ 300B Global Professional eLearning TAM 3 forecasted to grow 10% p.a., with market spend growing 13 - 14% p.a. $9B $16B ​ 2020 ​ 2025 +10% p.a. Notes: 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 , a nd shift from in person to online. 4 Market Spend: Estimated spend on outsourced professional eLearning by organizations. Source: Third party consultant market research report. Tyton Partners, Grand View Research. 13 White space Market Spend 4 13 - 14% p.a. $28B $45B

 

 

Introduction Strategy Finance Q&A 14 FRAGMENTED MARKET SPACE WITHOUT A CLEAR LEADER SKILLSOFT IS THE LARGEST PLAYER FOCUSED PRIMARILY ON THE ENTERPRISE NO OTHER CORPORATE DIGITAL LEARNING BUSINESS WITH >$500M OF REVENUE ​ New $500M REVENUE

 

 

Introduction Strategy Finance Q&A A NEW AND INSPIRING DIRECTION THAT BUILDS ON OUR STRENGTHS 15 WHERE WE PLAY We 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 globally OUR AMBITION ‘To create a future - fit workforce skilled and ready for the jobs of tomorrow’ HOW WE WIN CONTENT Packages of ‘best of breed’ content to enable compelling learning journeys PLATFORM An advanced technology driven platform that delivers seamless and engaging learner experiences GO - TO - MARKET A world - class enterprise sales capability 01 02 03

 

 

Introduction Strategy Finance Q&A 16 WHERE WE PLAY: UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE CUSTOMER SEGMENTS LEADERSHIP & BUSINESS SKILLS TECHNOLOGY & DEVELOPMENT COMPLIANCE # 1 G L OBAL LEADER CUSTOMER VALUE PROPOSITION Enable leaders and organizations to thrive in a digital world Stay ahead of rapid technology changes Foster a sustainable, safe, respectful, inclusive environment compliant with evolving regulations ROLE IN SKILLSOFT’S PORTFOLIO Strategic hook into enterprise agenda Major customer and growth opportunity Supports customer retention SKILLSOFT POSITION # 1 # 2 # 2 COMPETITIVE LANDSCAPE Note: Skillsoft market position for self - paced professional eLearning based on estimates of competitor revenue and segment revenue all ocations.

 

 

Introduction Strategy Finance Q&A 17 HOW WE WIN: CONTENT BREADTH OF OUR OFFERING WILL DRIVE GROWTH • 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 journeys • Creates opportunities for cross - and upsell • Drives higher retention 21 PERCENTAGE POINT HIGHER DOLLAR RETENTION RATE 1 AMONG CUSTOMERS PURCHASING 3 PRODUCTS VS. 1 LEADERSHIP & BUSINESS SKILLS TECHNOLOGY & DEVELOPMENT COMPLIANCE Note: 1 Covers Q4FY2017 through Q1FY2022.

 

 

Introduction Strategy Finance Q&A 18 Note: 1 Covers Q4FY2017 through Q1FY2022. HOW WE WIN: CONTENT OUR CONTENT CREATES UNIQUE CROSS - SELL OPPORTUNITIES CROSS - SELL: Growing share of customers buying 2 - 3 products RETENTION: 21 percentage point higher dollar retention rate among customers purchasing 3 products 1 Dollar Retention Rate Annual Recurring Revenue Distribution by Number of Products Purchased 3 Products 2 Products 1 Product 0% 25% 50% 75% 100% 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 % of Total Annual Recurring Revenue Fiscal Quarter 1 Product 2 Products 3 Products 91% 100% 79% Cross - sell opportunities 79%

 

 

Introduction Strategy Finance Q&A 19 HOW WE WIN: CONTENT OUR CONTENT ENABLES COMPELLING LEARNING JOURNEYS . . .WITH ORIGINAL AND CURRENT CONTENT A PROVEN LEARNING MODEL. . . . . .THAT DELIVERS REAL - WORLD RESULTS 90 % Of consumption based on proprietary Skillsoft content Skillsoft has conducted neuroscience research with MIT to ensure the efficacy of our content Source: Skillsoft 2019 customer benchmark study. Apply what they have learned 35 % Of active courses published in last 18 months 80% A COMPLETE LEARNING SOLUTION. . . 180K+ Content assets in the library, reflecting significant capital investment $ 100M+ Invested in content since 2017

 

 

Introduction Strategy Finance Q&A HOW WE WIN: PLATFORM PERCIPIO PLATFORM DELIVERS ENGAGING EXPERIENCES 2,400 COMPANIES LIVE ON PLATFORM 4 x MORE LEARNING HOURS 1 9M BADGES ISSUED ~ 100 % PERCIPIO COHORT DOLLAR RETENTION RATE UP TO 29 PT INCREASE IN DOLLAR RETENTION RATE 1 THE PERCIPIO PLATFORM • Learner focused • Skill - based learning paths • AI - enabled • Badges, open source content, microlearning, mobile app WHY CUSTOMERS CHOOSE PERCIPIO • Easy interface • Better engagement • Reliable tracking • Integration with leading LMSs 20 Note: 1 Compared to legacy platform over 18 months; increase in retention varies by quarter . Source: Percipio.com, Skillsoft financials.

 

 

Introduction Strategy Finance Q&A ~ 70 % OF FORTUNE 1000 1 ~ 45 M LEARNERS WORLDWIDE 2 160 + COUNTRIES WORLDWIDE 3 ~ 600 COMBINED SALES TEAM ~ 98 % REVENUE FROM BUSINESS CUSTOMERS 4 HOW WE WIN: GO - TO - MARKET AN UNRIVALED ENTERPRISE SALES CAPABILITY 21 Notes: 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.

 

 

Introduction Strategy Finance Q&A A STRONG PLATFORM FOR ACCRETIVE M&A CONTENT Complete full portfolio of learner needs in our prioritized content areas PLATFORM Enhance our capabilities to drive learner engagement GO TO MARKET Extend our reach into new customer segments More than 1,000 tuck - in acquisition targets with less than $100 M in revenue and a few with over $100 M in revenue POSITIONED AS THE BEST ACQUIRER WITH Strong Balance Sheet • Percipio Platform Largest Salesforce in the Industry • Customer Base • Committed I nvestors TARGET ACQUISITION CRITERIA • Contributes toward customer segment leadership • Enhances learner experience and personalization • Can leverage existing customer base or distribution network 22

 

 

Introduction Strategy Finance Q&A 23 A UNIQUE OPPORTUNITY FOR SHAREHOLDER VALUE CREATION ATTRACTIVE BUSINESS MODEL • Enterprise subscriptions • High operating leverage • Low capital intensity • Strong free cash flow conversion BUSINESS AT AN INFLECTION POINT • New leadership team with clear strategic direction • Percipio migration complete by YE 2022 • I nvesting in Content, Platform and Go - To - Market • Riding wave of accelerating online migration WELL - PLACED TO DELIVER ON A BOLD VISION FOR THE FUTURE • Well - positioned to claim global category leadership • P latform for organic and acquired growth • Financia l flexibility to e xecute on ambitious M&A a genda STRONG FOUNDATION • Robust core business • Healthy balance sheet

 

 

Introduction Strategy Finance Q&A RECAP: WHAT ARE WE BUILDING? WHERE WE PLAY We 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 globally OUR AMBITION ‘To create a future - fit workforce skilled and ready for the jobs of tomorrow’ HOW WE WIN CONTENT Packages of ‘best of breed’ content to enable compelling learning journeys PLATFORM An advanced technology driven platform that delivers seamless and engaging learner experiences GO - TO - MARKET A world - class enterprise sales capability 01 02 03 24

 

 

Introduction Strategy Finance Q&A FINANCE 25

 

 

Introduction Strategy Finance Q&A NEW SKILLSOFT POSITIONED FOR PROFITABLE GROWTH HIGH LEVEL OF SUBSCRIPTION REVENUE WITH STRONG REVENUE PREDICTABILITY OPERATING LEVERAGE SUPPORTS FUTURE MARGIN EXPANSION HIGH CASH FLOW CONVERSION PROVIDES FINANCIAL FLEXIBILITY AND SUPPORTS REINVESTMENT IN THE BUSINESS ATTRACTIVE CAPITAL STRUCTURE PROVIDES STRATEGIC FLEXIBILITY 26 ATTRACTIVE FINANCIAL PROFILE # 1 # 2 # 3 # 4 # 5

 

 

Introduction Strategy Finance Q&A 27 POSITIONED FOR GROWTH: PERCIPIO MIGRATION SUPPORTS IMPROVED REVENUE RETENTION AND MORE NEW BUSINESS Note: Dual Deployment (DD) reflects customers who are paying for Percipio and Skillport platforms. Percipio reflects customer s w ho 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., FY E 1 /31/22 shown for CY2021E). 1 Dollar Retention Rate (“DRR”) represents subscription renewals, upgrades, churn, and downgrades in a period divided by the tot al renewable base for such customers for such period. DRR does not include new business from new customers. PERCIPIO VS. LEGACY PLATFORM SKILLPORT PERFORMANCE COMPARISON ($M except percentages) Dual Deployment of Percipio & Skillport Legacy Platform Skillport 13% 24% 59% 100% 32% 51% 31% 55 % 25 % 9 % CY2019A CY2020A CY2021E CY2022E 94% 100% 96 - 102% 97 - 103% 111% 101% 96 - 102% – 84% 75% 69 - 75% – $10 $145 $15 $237 $22 - $30 $288 $350 27 Annual Recurring Revenue (Excl. SumTotal) 27 Percipio DRR (1) Dual Deployment DRR (1) Skillport DRR (1) Percipio & DD New Business OI (Bookings) $ 327 $ 317 $ 315 - $325 $ 340 - $360 ~ ~ ~ ~ ~ ~ ~75% on Percipio or Dual Deploy - ment ~90% on Percipio or Dual Deploy - ment 30 customer acquisition sellers in CY2021 drive new logo wins Percipio + Dual Deployment ARR

 

 

Introduction Strategy Finance Q&A 28 POSITIONED FOR GROWTH: GLOBAL KNOWLEDGE HAS STABILIZED WITH IMPROVED PRODUCT MIX • COVID - 19 negatively impacted classroom revenue by ~$115M 3 offset by ~$35M increase from growth in virtual and on - demand offerings • Shift from classroom to virtual driving margin improvement • Order I ntake (Bookings) now growing with improved revenue mix GLOBAL KNOWLEDGE SEQUENTIAL ORDER INTAKE PROGRESSION 1 ($M) Global Knowledge Quarterly Order Intake (Bookings) 2,4 On - Demand Classroom Training & Other Virtual $6 $4 $5 $6 $5 $4 $19 $30 $37 $32 $35 $48 $39 $21 $6 $17 $13 $13 Q4 CY2019 Q1 CY2020 Q2 CY2020 Q3 CY2020 Q4 CY2020 Q1 CY2021 $64 $55 $48 $53 $55 $65 Notes: 1 Information shown reflects FYE January 31st financials (e.g., FYE 1/31/21 shown for CY2020). 2 Order Intake (Bookings) represents confirmed orders, subject to cancellation and/or re - booking under the Global Knowledge canc ellation and re - booking policy, for the forward 12 month period. 3 Based on change in total Classroom Training and Other revenue from CY2019A to CY2020A (FYE January 31st financials). Global Kn owledge revenue reflects Gross Revenue. 4 Total Order Intake (Bookings) allocated to modality based on revenue modality mix.

 

 

Introduction Strategy Finance Q&A 29 NEW SKILLSOFT POSITIONED FOR GROWTH Note: Product level view of Order Intake / Revenue for Skillsoft Content and SumTotal. Reconciliation of non - GAAP financial meas ures provided in appendix. 1 CY2019A reflects 1/31/20A financials for Skillsoft and 9/27/19A for Global Knowledge. CY2020A reflects 1/31/21A financials for Skillsoft and 1/1/21A for Global Knowledge. 2 Reflects FYE January 31st financials (e.g., FYE 1/31/22E shown for CY2021E). 3 CY2020A Adjusted Gross Revenue of $691M represents Skillsoft results for FYE 1/31/21, $474M (page 150 of Amended S - 4 filed on Ma y 12, 2021) + Global Knowledge results for the twelve months ended 1/1/21 [Net Revenue of $190M (page 203 of Amended S - 4 filed on May 12, 2021) plus reseller fees of $27M (pages 208 and 213 of Amended S - 4 filed on May 12, 20 21)]. CY2020A Combined Net Revenue is $474M + $190M = $664M. CY2019A Combined Net Revenue and Illustrative Combined Net Revenue outlook for CY2021 and CY2022 in Appendix. 4 CY2020A Adjusted EBITDA of $163M represents Skillsoft results for FYE 1/31/21, $145M (page 151 of Amended S - 4 filed on May 12, 2021) + Global Knowledge results for the twelve months ended 1/1/21 of $18M (page 200 of Amended S - 4 filed on May 12, 2021). $15M of cost synergies expected in the first twelve months after closing. $25M run rate synergies expected by the end of the se cond twelve months post - close. Order Intake Adj. Gross Revenue 3 Adj. EBITDA 4 Adj. EBITDA Margin Actuals Outlook • Order intake o Percipio migration - > retention improvement o Sales realignment and over 30 new customer acquisition sellers: driving new business o GK growth: COVID rebound and migration to digital o Cross - sell driving new revenue and retention • High single digit order intake growth in 2022 approaching industry growth rate • 30 - 35% target long - term Adj. EBITDA margin driven by revenue growth and operating leverage Commentary CY 2019A 1 CY 2020A 1 CY 2021E 2 CY 2022E 2 $660 - $690 $710 - $760 $645 - $675 $675 - $725 $155 - $175 $180 - $220 24 - 26% 26 - 30% $669 $691 $163 23.6% $777 $808 $219 27.1% $M

 

 

Introduction Strategy Finance Q&A 30 HIGH SUBSCRIPTION REVENUE WITH STRONG PREDICTABILITY Notes: 1 CY2020A reflects financials for the fiscal year ended 1/31/21 for Skillsoft and the twelve months ended 1/1/21 for Global K now ledge. 2 CY2022E reflects FYE January 31st financials (e.g., FYE 1/31/23E shown for CY2022E). Subscription Revenue Non - subscription Revenue SKILLSOFT • Subscription - based business provides significant visibility and predictability o 90%+ subscription revenue base at Skillsoft o Recurring contracts with Fortune 1000 customers • Global Knowledge a mix of transaction - based - long - standing customer relationships with repeat buyers and growing subscription offerings GLOBAL KNOWLEDGE COMBINED ~5% ~95% CY2020A¹ ~63% ~37% CY2020A¹ ~68% ~32% CY2022E² ~25% ~75% CY2022E² ~90% ~10% CY2020A¹ ~92% ~8% CY2022E²

 

 

Introduction Strategy Finance Q&A 31 HIGH CASH FLOW CONVERSION PROVIDE FINANCIAL FLEXIBILITY AND SUPPORT REINVESTMENT ILLUSTRATIVE CY2022E FREE CASH FLOW BRIDGE ($M; Cash Flow items shown as % of Adj. EBITDA) • High cash conversion of 70%+ supports growth • Low capital expenditure requirements (~3% of revenue) • Refinancing lowers interest expense • Corporate structure allows for favorable low teens cash tax rate • Order Intake growth will drive positive net working capital cash contribution • Due to delayed close, restructuring costs likely to flow into CY2022E $180 - $220 $135 - $165 ~9 - 12% ~9 - 10% ~10 - 14% ~5 - 10% 0 50 100 150 200 250 CY2022E Adj. EBITDA Interest Expense, net Cash Taxes Capital Expenditures Change in Net Working Capital CY2022E Levered Free Cash Flow 1 Note: Reflects FYE January 31st financials (e.g., FYE 1/31/23E shown for CY2022E). Does not include integration, restructuri ng and acquisition related expenditures. CY2021E free cash flow conversion lower than for CY2022E due to restructuring costs and higher interest expense from higher pre - closing debt balances and interest rates. 1 Includes Services and Other Investments related to Percipio migration equal to ~1% of Adj. EBITDA; not expected beyond CY2022E .

 

 

Introduction Strategy Finance Q&A ATTRACTIVE CAPITAL STRUCTURE AND PARTNER SUPPORT PROVIDE STRATEGIC FLEXIBILITY Notes: 1 Based on pro forma balance sheets as of March 31, 2021 and debt and cash immediately after consummation of the combination of Sk illsoft and Churchill Capital Corp II and the acquisition of Global Knowledge. 2 Based on $165M, midpoint of CY2021E Adjusted EBITDA outlook range. CHURCHI L L C API T AL CAPITAL STRUCTURE DOES NOT REFLECT REFINANCING CURRENTLY UNDERWAY ($M) TOTAL DEBT 1 $ 584 CASH 1 $ 260 NET DEBT $ 324 DEBT / TRAILING ADJ. EBITDA 2 (GROSS / NET) 3.5X/2.0X COMMITTED INVESTOR BASE 32

 

 

Introduction Strategy Finance Q&A 33 FIRST QUARTER HIGHLIGHTS STRONG CORE CONTENT BUSINESS PERFORMANCE See Appendix for additional detail and reconciliation of non - GAAP financial metrics. Order Intake (Bookings) - Core (Skillsoft Content + Global Knowledge) Up 9% ARR (Annual Recurring Revenue) - Core (Skillsoft Content + Global Knowledge) $333M at April 30 vs. $329M at January 31 Percipio Migration on track New Customer Acquisition 30+ targeted new customer acquisition sellers now in place Combined Results: Quarter Ended 4/30/21 (Seasonally smallest quarter for Order Intake) Order Intake (Bookings) $130M Adj. Gross Revenue $166M Adj. EBITDA $38M Reaffirm CY2021E Guidance

 

 

Introduction Strategy Finance Q&A 34 THE NEW SKILLSOFT 01 An attractive market opportunity without a clear leader 02 Building a global leader from a strong foundation 03 A strong platform for further M&A 04 An attractive business model and investment opportunity

 

 

Introduction Strategy Finance Q&A Q&A 35

 

 

APPENDIX 36

 

 

CY2021E OUTLOOK COMMENTARY 37 COMMENTARY REVENUE 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 2H ADJUSTED EBITDA Expect ~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 4Q Note: 1 Subscriptions represent ~64% of combined Skillsoft + Global Knowledge CY2020A Adjusted Revenue.

 

 

2019A 2020A 2021E 2022E Skillsoft Order Intake (Bookings): Content $347 $334 SumTotal 138 124 Total Skillsoft Order Intake (Bookings) $485 $458 $435 - $450 $465 - $495 Global Knowledge Order Intake (Bookings): Classroom and All Other $175 $62 Virtual and On-Demand 116 148 Total Global Knowledge Order Intake (Bookings) $291 $211 $225 - $240 $245 - $265 Combined Order Intake (Bookings) $777 $669 $660 - $690 $710 - $760 Skillsoft Adj. Revenue: Content $363 $344 SumTotal 152 $130 Total Skillsoft Adj. Revenue $514 $474 $430 - $445 $440 - $470 Global Knowledge Adj. Revenue: Classroom and All Other $182 $69 Virtual and On-Demand 112 147 Total Global Knowledge Adj. Gross Revenue $294 $216 $215 - $230 $235 - $255 Reseller Fees (34) (27) (25) - (30) (25) - (30) Total Global Knowledge Adj. Net Revenue $260 $190 $190 - $200 $210 - $225 Combined Adj. Gross Revenue $808 $691 $645 - $675 $675 - $725 Combined Adj. Net Revenue $774 $664 $620 - $645 $650 - $695 Skillsoft Adj. EBITDA $185 $145 Global Knowledge Adj. EBITDA 35 18 Combined Adj. EBITDA $219 $163 $155 - $175 $180 - $220 Combined Adj. Net Income $90 - $105 $110 - $145 FINANCIAL OVERVIEW ($M) 38 Note: CY2020A 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 CY2020A reflects FYE 1/31/21 financials for Skillsoft and 12 months ended 1/1/21 for Global Knowledge. 3 Reflects FYE January 31st financials (e.g., FYE 1/31/22E shown for CY2021E). $15M of cost synergies expected in the first twelve months after closing. $25M run rate synergies expected by the end of the se cond twelve months post - close. 4 Skillsoft Content includes ~$16M of order intake / revenue from services in CY2020A. 5 Other order intake (bookings) / revenue within the Global Knowledge Classroom Training and Other line item is ~$20M in CY20 20A . 6 Combined adjusted net income calculated as adjusted EBITDA minus estimated depreciation expense minus estimated interest ex pen se minus estimated adjusted taxes at cash tax rate; combined adjusted net income excludes purchase price amortization and all other items excluded from adjusted EBITDA. 4 4 5 1 3 2 3 4 4 Estimate at Announcement: $625 - $650 Estimate at Announcement: $650 - $680 Estimate at Announcement: $145 - $165 CY2020A 2 CY2021E 3 CY2022E 3 CY2019A 1 6

 

 

KEY PERFORMANCE METRICS ($M) 39 2 CY2019A Calendar Year 2020A CY2020A CY2021A Q1A Q2A Q3A Q4A Q1A Skillsoft Content Order Intake (Bookings): Percipio $32 $10 $10 $11 $32 $64 $17 Dual Deployment 116 13 27 36 98 174 10 Skillport 185 14 18 22 27 81 9 Total Skillsoft Content Subscription Order Intake (Bookings) $333 $37 $55 $69 $157 $318 $36 Services & One-Time Order Intake (Bookings) 14 2 3 4 7 16 3 Total Skillsoft Content Order Intake (Bookings) $347 $39 $59 $74 $164 $334 $39 Skillsoft SumTotal Order Intake (Bookings): Skillsoft SumTotal Subscription Order Intake (Bookings) $111 $27 $20 $22 $33 $101 $21 Services & One-Time Order Intake (Bookings) 27 5 4 6 7 23 5 Total Skillsoft SumTotal Order Intake (Bookings) $138 $32 $24 $28 $40 $124 $25 Skillsoft Annualized Recurring Revenue (ARR): Percipio $42 $47 $51 $57 $76 $76 $81 Dual Deployment 103 118 154 168 161 161 166 Skillport 181 161 126 105 80 80 72 Total Skillsoft Content ARR $327 $327 $331 $329 $317 $317 $319 Skillsoft SumTotal ARR $111 $107 $101 $101 $99 $99 $97 Skillsoft Dollar Retention Rate (DRR): Percipio 94% 100% 102% 100% 102% 100% 94% Dual Deployment 111% 97% 102% 105% 101% 101% 104% Skillport 84% 77% 68% 83% 74% 75% 76% Total Skillsoft Content DRR 92% 88% 88% 96% 94% 93% 91% Skillsoft SumTotal DRR 94% 96% 79% 99% 93% 92% 95% Global Knowledge Order Intake (Bookings) $291 $59 $47 $50 $54 $211 $65 Global Knowledge Annualized Recurring Revenue (ARR) $9 $10 $4 $13 $12 $12 $14 1 2 3 Notes: 1 CY2019A reflects year ended 1/31/20A financials for Skillsoft and year ended 9/27/19A for Global Knowledge. 2 CY2020A reflects year ended 1/31/21A financials for Skillsoft and year ended 1/1/21A for Global Knowledge. 3 Q1 CY2021A reflects 3 months ended 4/30/21A financials for Skillsoft and Global Knowledge.

 

 

HISTORICAL QUARTERLY FINANCIAL PERFORMANCE ($M) 40 COMMENTARY • Finished at or above upper end of CY20 ranges • Majority of Skillsoft order intake (bookings) generated in second half of each year due to customer renewal timing • Significant shift from legacy Classroom Training to Digital Offerings at Global Knowledge • 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 • Company is tracking to CY21 estimates. 1 2 2 CY2019A Calendar Year 2020 CY2020A CY2021A Q1A Q2A Q3A Q4A Q1A Skillsoft Order Intake (Bookings): Content $347 $39 $59 $74 $164 $334 $39 SumTotal 138 32 24 28 40 124 25 Total Skillsoft Order Intake (Bookings) $485 $71 $82 $102 $203 $458 $64 Global Knowledge Order Intake (Bookings): Classroom and All Other $175 $33 $6 $12 $12 $62 $13 Virtual and On-Demand 116 26 42 38 43 148 52 Total Global Knowledge Order Intake (Bookings) $291 $59 $47 $50 $54 $211 $65 Combined Order Intake (Bookings) $777 $129 $130 $152 $258 $669 $130 Skillsoft Adj. Revenue: Content $363 $84 $86 $87 $87 $344 $82 SumTotal 152 34 33 32 32 130 30 Total Skillsoft Adj. Revenue $514 $118 $118 $119 $119 $474 $112 Global Knowledge Adj. Revenue: Classroom and All Other $182 $35 $9 $12 $12 $69 $11 Virtual and On-Demand 112 26 43 34 45 147 44 Total Global Knowledge Adj. Gross Revenue $294 $61 $53 $46 $57 $216 $55 Reseller Fees (34) (7) (6) (6) (8) (27) (8) Total Global Knowledge Adj. Net Revenue $260 $54 $47 $40 $49 $190 $47 Combined Adj. Gross Revenue $808 $179 $171 $165 $176 $691 $166 Combined Adj. Net Revenue $774 $172 $165 $158 $168 $664 $158 Skillsoft Adj. EBITDA $185 $37 $37 $45 $25 $145 $32 Global Knowledge Adj. EBITDA 35 4 6 2 6 18 6 Combined Adj. EBITDA $219 $41 $44 $47 $31 $163 $38 Note: Legal entity level view of Revenue for Skillsoft Content and SumTotal (Product level view represents ~2 - 3mm increase in Co ntent and a proportionate decrease in 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 CY2020A reflects year ended 1/31/21E financials for Skillsoft and year ended 1/1/21A for Global Knowledge. 3 Q1 CY2021A reflects 3 months ended 4/30/21A financials for Skillsoft and Global Knowledge.

 

 

SUMMARY OF SHARES OUTSTANDING AT VARIOUS PRICES (SHARES IN M) 41 Notes: Shares and warrants net for Treasury Stock Method (“TSM”). Excludes equity issued to management and advisors in connec tio n with the consummation of the contemplated transaction, including equity issued under Churchill's management incentive compensation plan. 1. Total Shares Outstanding at all prices includes 4.3M founder shares that are unvested and re - vest if the share price exceeds $12.50 per share. 2. Public shares including public warrants (on a TSM basis) as % of total shares outstanding / public shares excluding public wa rrants (on a TSM basis) as % of total shares outstanding. 3. 34,309,021 shares. 4. Includes 1.5M warrants payable to Churchill sponsor for loan to Churchill at Churchill sponsor’s option. Shares: • Includes 34.3M public IPO shares (3) • Includes 17.25M founder shares • 4.3M founder shares (25%) re - vest if the share price exceeds $12.50 per share (these shares included in the 133.1M shares outstanding) • Includes 28.5M shares issued to Skillsoft shareholders • Includes 53.0M shares issued to PIPE investors 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 (4) • $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 redemption Employee Equity: • Share count does not include employee equity expected to be issued pursuant to the incentive plan (up to 10% of shares outstanding at closing of the Merger). (2) COMMENTARY Share Price Public IPO Shares Total Shares Outstanding Public Shares as % of Shares Outstanding (Incl / Excl Public Warrants) $10.00 34.3 133.1 25.8% / 25.8% $12.00 35.3 135.6 26.0% / 25.3% $14.00 38.4 144.1 26.7% / 23.8% $16.00 40.8 150.5 27.1% / 22.8% $18.00 42.6 155.4 27.4% / 22.1% $20.00 42.6 156.9 27.2% / 21.9% (1)

 

 

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (S - 4) ($M) 42 Source: S - 4 * Amounts for the year ended December 31, 2020 combine the historical (1) audited financial statements of Churchill as of and f or the year ended December 31, 2020; (2) historical audited consolidated financial statements of Successor Skillsoft as of Janua ry 31, 2021 and for the period from August 28, 2020 to January 31, 2021, the historical audited consolidated financial statements of Predecessor Skillsoft for the period from February 1, 2020 to August 27, 2020; (3) unaudited statemen t o f operations of Global Knowledge for the twelve months ended January 1, 2021, which were derived from the audited statement o f o perations for the year ended October 2, 2020 less the unaudited statement of operations for the three months ended December 27, 2019, plus the unaudited statement of operations for the three months ended January 1, 2021 1 Pro forma Combined EBITDA reflects both historical revenue of Churchill, Skillsoft and Global Knowledge, and related pro form a a djustments 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 im pac t of pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information” i n t he S - 4. 4 Pro forma combined net income includes the historical results of Churchill, Skillsoft and Global Knowledge, and related pro fo rma 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, 2020 is primarily related to Skillsoft reorganization gain, offset by Skillsoft goo dwill impairment. Refer to pages 152 and 201 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 fo rma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information” in the S - 4. EBITDA represents net 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 historic al financial statements. 7 Refer to pages 149 and 200 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 imp act of pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information” in th e 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 exclu de in assessing our operating performance (e.g., stock - based compensation expense, restructuring charges, retention costs, recap italization 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). FYE 12/31/20* Total pro forma combined revenue (1) $532 Reversal of pro forma adjustments: Skillsoft fresh-start reporting 33 Global Knowledge purchase accounting 7 Elimination of inter-company revenues 1 Plus impact of Skillsoft reorganization, primarily related to deferred revenue 92 Combined Adjusted revenue (3) $664 Skillsoft Adjusted Revenue (2) $474 Global Knowledge historical revenue 190 Combined Adjusted revenue (3) $664 Total pro forma combined net income (4) $2,593 Reversal of pro forma adjustments: (104) Adjustments based on historical financial statements: (5) (2,481) Pro forma combined EBITDA (6) $8 Reversal of Churchill purchase accounting, as reflected in pro forma 20 Reversal of Skillsoft fresh-start reporting, as reflected in pro forma 26 Reversal of Skillsoft purchase accounting, as reflected in pro forma 13 Reversal of Global Knowledge purchase accounting, as reflected in pro forma 14 Plus other adjustments (7) 81 Combined Adjusted EBITDA (8) $163

 

 

RECONCILIATION OF NON - GAAP FINANCIAL MEASURES (S - 4) ($M) 43 Source: S - 4 1 Calculation pursuant to credit agreement operative in those periods. CY2020A Skillsoft (1/31/21) Global Knowledge (1/1/21) Combined Net Revenue $383 $190 $572 Impact of fresh-start and purchase accounting 89 -- 89 One-time impact of the deconsolidation of Canada 3 -- 3 Adjusted Net Revenue $474 $190 $664 Reseller Fees -- 27 27 Adjusted Gross Revenue $474 $216 $691 Net income (loss) - GAAP $2,670 ($110) $2,561 Interest expense, net 188 32 220 Provision for income taxes 47 1 48 Depreciation and amortization 84 14 97 Impairment of goodwill and intangible assets 332 67 400 Impact of fresh-start and purchase accounting (3,243) -- (3,243) EBITDA $78 $4 $82 Non-recurring retention and consulting costs 13 2 15 Recapitalization and transaction-related costs 48 4 52 Restructuring and contract terminations 6 5 10 Integration and migration related 2 0 3 Foreign currency and other non-cash expense (4) 1 (4) Other add backs 2 2 4 Adjusted EBITDA $145 $18 $163 (1) Fresh - start accounting reduced deferred revenue amount on balance sheet

 

 

RECONCILIATION OF NON - GAAP FINANCIAL MEASURES: THREE MONTHS ENDED APRIL 30, 2021 ($M) 44 For the Three Months ended April 30, 2021 For the Three Months ended April 30, 2021 Non-GAAPfor the Three Months ended April 30, 2021 ($ M) Combined Revenues: Total revenues $47 $92 $20 $158 Operating expenses Cost of revenues 23 25 - 47 Content and software development 0 17 - 17 Selling and marketing 11 29 - 40 General and administrative 9 12 - 21 Amortization of intangible assets 1 35 - 36 Recapitalization and transaction-related costs - 2 - 2 Restructuring 3 1 - 3 Total operating expenses 47 119 - 166 Operating income (loss): ($0) ($28) $20 ($8) Other income (expense), net 1 (0) - 1 Interest income - 0 - 0 Interest expense (10) (11) - (22) Income (loss) before provision (benefit) for income taxes (9) (39) 20 (28) Provision (benefit) for income taxes 1 (2) - (1) Net income (loss) ($10) ($37) $20 ($27) EBITDA Computation Interest expense, net $10 $11 $0 $22 Provision for income taxes 1 (2) - (1) Depreciation and amortization 3 37 - 40 Impairment of goodwill and intangible assets - - - - EBITDA 4 9 20 33 Adjusted EBITDA Computation Plus: Non-recurring retention and consulting costs - 1 - 1 Plus: Recapitalization and transaction-related costs 1 2 - 3 Plus: Restructuring and contract terminations 3 1 - 3 Plus: Integration and migration related - 1 - 1 Plus: Foreign currency and other non-cash expense (0) 0 - (0) Plus: Impact of fresh-start and purchase accounting - 18 (20) (2) Plus: Stock-based compensation expense - - - - Plus: Other add backs (2) 0 - (1) Adjusted EBITDA $6 $32 $0 $38 Non-GAAP Revenue Adjustments Global Knowledge Skillsoft Note: Global Knowledge revenue above does not include $8M in reseller fees, which are presented on a net basis.

 

 

45 ROBUST HEADROOM AVAILABLE ACROSS CUSTOMER SEGMENTS WITHIN THE U.S. Total Addressable Market represents value of the market in which new Skillsoft participates, including unpenetrated portion that can adopt online learning. U.S. PROFESSIONAL ELEARNING TOTAL ADDRESSABLE MARKET 3 , 2021F $ in B 80% 40% 20% 0% 60% 100% IT Skills Business Skills Compliance¹ Leadership Addressable Whitespace Other Content² Average penetration is ~30%, yielding market spend 4 of ~$3B ​ Total = $10B ​ ($28B Global) Served Market Current outsourced OTS content spend Market Spend MAJOR CUSTOMER SEGMENTS REMAIN HIGHLY UNDERPENETRATED Notes: 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 , a nd 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 inte rvi ews.

 

 

THE NEW SKILLSOFT 46 Prosus Public Skillsoft Churchill Other PIPE ENTERPRISE VALUE CURRENT TRADING MULTIPLE (3) PARTNERS TOTAL DEBT (1) $ 584M CASH (1) $ 260M NET DEBT $ 324M EQUITY MARKET CAP (2) $ 1.4B ENTERPRISE VALUE $ 1.7B ADJ. REVENUE 2.4 x ADJ. EBITDA 8.5 x CHURCHI L L C API T AL OWNERSHIP (4) 38% 26% 21% 13% Notes: 1 Based on pro forma balance sheets as of March 31, 2021 and cash immediately after the consummation of the combination of Sk ill soft and Churchill Capital Corp II and the acquisition of Global Knowledge. 2 Based on 133M shares outstanding and $10.32 share price (volume weighted average share price from transaction close through 6/ 18/21). 3 Based on midpoints of outlook for FYE 1/31/23E Adjusted Gross Revenue and Adjusted EBITDA. 4 Excludes impact of warrants, management equity and portion of founder shares unvested and revested at $12.50 share price. 2 %

 

 

KEY CUSTOMER WINS IN 1Q CY2021 47 Company Description Competition Period Skillsoft Value Drivers $2 billion manufacturer of diversified equipment Navex Q1 • Content coverage • Post - sale support • Ease of integration Large transportation and mobility provider "Pandemic & Layoffs" ADP Q1 • Compliance coverage • Required training in a limited resource environment • Platform experience Global manufacturer, distributor and visual communication solutions company Udemy, LinkedIn, Coursera Q1 • Content coverage over Business & Compliance • Global coverage / support • Percipio Integration with SuccessFactors UK government agency LinkedIn Learning, Pluralsight Q1 • Content capabilities • Alignment • Support capabilities Leading UK financial services company LinkedIn Learning, Udemy Q1 • Percipio/platform capabilities • Content capabilities/modalities • Support US Medical school Open Sesame Q1 • Quality, control, and consistency of Skillsoft content • Breadth of content collection and Enterprise content approach • Legal Compliance + Certitude for policy customization $8 billion transportation and logistics company LinkedIn Learning Q3 & Q1 • Skillsoft partnership approach – managed pilot with success measures and alignment to business needs • Languages • Percipio

 

 

SUMTOTAL: A COMPREHENSIVE LEARNING AND TALENT MANAGEMENT SYSTEM 48 LEADING PLATFORM COMPREHENSIVE SOLUTION TOP PRIORITIES • 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 industries • Recruiting • Onboarding • Learning management • Performance, succession & compensation • Career pathing & development • Workforce management 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 provides SumTotal with a customer win back opportunity • Significant improvement in SumTotal’s NPS score after two critical platform upgrades 3 Of the world’s 10 largest airlines 3 Of the five largest U.S. life insurance companies 3 Of the largest U.S. banks 7 Of the world’s largest drug and biotech companies INDUSTRY LEADERS CHOOSE SUMTOTAL 48

 

 

DISCLAIMER 49 This document includes statements that are, or may be deemed to be, “forward - looking statements” within the meaning of Section 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. These forward - looking statements include information about pos sible or assumed future results of our operations. All statements, other than statements of historical facts, that address ac tiv ities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, our produc t d evelopment and planning, our pipeline, future capital expenditures, financial results, the impact of regulatory changes, exis tin g and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths, goals, the be nefits of new initiatives, growth of our business and operations, our ability to successfully implement our plans, strategies , o bjectives, expectations and intentions are forward - looking statements. Also, when we use words such as “may,” “will,” “would,” “anticipate, ” “believe,” “estimate,” “expect,” “intend,” “plan,” “projects,” “forecasts,” “seeks,” “outlook,” “target,” goals,” “probably ,” or similar expressions, we are making forward - looking statements. Such statements are based upon the current beliefs and expectations of Sk illsoft’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth i n t he forward - looking statements. All forward - looking disclosure is speculative by its nature. There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ mat eri ally from those in the forward - looking statements contained in this document, including:  failure to realize the benefits expected from the business combination;  the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, cri me, weather, demographic trends and employee availability;  the impact of the ongoing COVID - 19 pandemic on our business, operating results and financial condition;  fluctuations in our future operating results;  our ability to successfully identify and consummate acquisition opportunities;  the 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 ma rkets in which we operate;  our ability to market existing products and develop new products;  a failure of our information technology infrastructure or any significant breach of security;  the effects of pending and future legislation;  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. The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual pe rfo rmance and results. For more information, please see the risk factors included in Churchill Capital Corp. II’s Annual Report on Form 10 - K/A for the year ended December 31, 2020 in Part I, Item 1A and in the registration statement on Form S - 4 filed by Churchill Cap ital Corp. II and declared effective by the Securities and Exchange Commission (the “SEC”) on May 27, 2021, and subsequent fi lin gs with the SEC. Although we believe that the assumptions underlying our forward - looking statements are reasonable, any of these assumptions, and therefore also the forward - looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward - looking statements included in this document, our inclusion of this informatio n is not a representation or guarantee by us that our objectives and plans will be achieved. Annualized, pro forma, projecte d a nd estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Our forward - looking statements speak only as of the date made and we will not update these forward - looking statements unless req uired by applicable law. With regard to these risks, uncertainties and assumptions, the forward - looking events discussed in this document may not occur, and we caution you against unduly relying on these forward - looking statements.

 

 



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