As filed with the Securities and Exchange Commission on May 12, 2021

Registration No. 333-252365​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

AMENDMENT NO. 2
TO​

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CHURCHILL CAPITAL CORP II

(Exact name of registrant as specified in its charter)

640 Fifth Avenue, 12th Floor
New York, NY 10019
Telephone: (212) 380-7500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Peter Seibold
c/o Churchill Capital Corp II
640 Fifth Avenue, 12th Floor
New York, NY 10019
Telephone: (212) 380-7500

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act.   ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

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(1)

Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“Churchill Class A common stock”), of the registrant (“Churchill”) estimated to be issued in connection with the merger described herein (the “Merger”).

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(2)

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is $302,955,000, calculated as the product of (i) 28,500,000 shares of Churchill Class A common stock, the estimated maximum number of shares of Churchill Class A common stock that may be issued in the Merger in exchange for cancelled shares of Skillsoft (calculated as shown in note (1) above) and (ii) $10.63, the average of the high and low trading prices of Churchill Class A common stock on January 15, 2021 (within five business days prior to the date of this Registration Statement).

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(3)

Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

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(4)

Based on the maximum number of shares of Churchill Class C common stock, par value $0.0001 per share (“Churchill Class C common stock”), of Churchill estimated to be issued in connection with the Merger. Immediately following the effective time of the Merger, each outstanding share of Churchill Class C common stock issued in connection with the Merger will be redeemed for a combination of cash and incremental indebtedness as described herein.

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(5)

Pursuant to Rule 457(f) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to $525,000,000, the aggregate redemption price in cash and incremental indebtedness for the Churchill Class C common stock issued in connection with the Merger.

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(6)

The registrant previously paid the registration fee in connection with a prior filing of this Registration Statement.

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The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS
DATED MAY 12, 2021, SUBJECT TO COMPLETION

Dear Stockholders of Churchill Capital Corp II and Shareholders of Software Luxembourg Holding S.A.:

On October 12, 2020, Churchill Capital Corp II, a Delaware corporation (“Churchill”), entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Skillsoft Merger Agreement”) with Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at Bijou, 17 Boulevard Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (“Skillsoft”). If the Skillsoft Merger Agreement and the transactions contemplated thereby are adopted by Skillsoft’s shareholders, the Skillsoft Merger Agreement and the transactions contemplated thereby, including the issuance of Churchill Class A common stock and Churchill Class C common stock to be issued as the merger consideration, are approved by Churchill’s stockholders, and the business combination is subsequently completed, Skillsoft will merge with and into Churchill, Skillsoft will cease to exist and Skillsoft’s subsidiaries will become subsidiaries of Churchill (the “Merger”).

At the effective time of the Merger, (i) each outstanding Skillsoft Class A Share (other than shares owned by Churchill, which will be automatically canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor) will be automatically cancelled and Churchill will issue as consideration therefor (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 therefor 28.125 shares of Churchill Class A common stock, in each case except for any fractional shares of Churchill Class A common stock which would result from conversion (which will instead be paid out in cash in accordance with the Skillsoft Merger Agreement; such payment in cash will not represent separately bargained-for consideration, and will not exceed ten percent (10%) of the nominal value of the shares issued by Churchill in the context of the Merger in accordance with Article 1020-3 of the Luxembourg Law of 10 August 1915 regarding commercial companies, as amended (the “Luxembourg Companies’ Law”)). Immediately following the effective time of the Merger, each outstanding share of Churchill Class C common stock issued to the former holders of Skillsoft Class A Shares in connection with the Merger will be redeemed for a redemption price of (i) $131.51 per share in cash and (ii) $5.208 per share in incremental indebtedness (the “Incremental Loans”) under that certain Senior Secured Second Out Term Loan Credit Agreement, dated as of August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l., as the parent borrower, the other borrower party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as the administrative agent and collateral agent, as amended (the “Existing Second Out Credit Agreement”).

The exchange ratio is fixed and will not be adjusted for changes in the market price of Churchill Class A common stock between the date of signing of the Skillsoft Merger Agreement and the closing of the Merger. Based on the number of Skillsoft Class A Shares outstanding and Skillsoft Class B Shares outstanding, in each case as of            , 2021, the total number of shares of Churchill Class A common stock expected to be issued in connection with the Merger is approximately       , and holders of Skillsoft Class A Shares and Skillsoft Class B Shares as of immediately prior to the closing of the Merger will hold, in the aggregate, approximately       % of the issued and outstanding shares of Churchill Class A common stock immediately following the closing of the PIPE Investments and the Merger assuming no redemptions by holders of Churchill Class A common stock. Churchill’s units, Churchill Class A common stock and Churchill’s public warrants are publicly traded on the New York Stock Exchange (the “NYSE”). Churchill intends to apply to list Churchill Class A common stock and Churchill’s public warrants on the NYSE under the symbols “SKIL” and “SKIL.WS”, respectively, upon the closing of the Merger. Churchill will not have units traded following closing of the Merger. Following the closing of the Merger, Churchill intends to change its name to “Skillsoft Corp.”

Concurrently with its entry into the Skillsoft Merger Agreement, Churchill also entered into an Agreement and Plan of Merger with Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Churchill, and Albert DE Holdings Inc., a Delaware corporation (the “Global Knowledge Merger Agreement”) for the acquisition of Albert DE Holdings Inc. (“Global Knowledge”), which acquisition is conditioned upon, among other things, the consummation of the Merger. The Merger is not conditioned upon the consummation of the proposed Global Knowledge Merger. Although Churchill stockholders and Skillsoft shareholders are not voting on the Global Knowledge Merger, we provide information in this joint proxy statement/prospectus (including business description, risk factors, management’s discussion and analysis of Global Knowledge, and pro forma information) about Global Knowledge given the qualitative and quantitative impact that the Global Knowledge Merger will have on the Post-Combination Company following the Merger. In connection with the execution of the Skillsoft Merger Agreement and the Global

Knowledge Merger Agreement, Churchill entered into subscription agreements with certain parties subscribing for an aggregate of up to 53,000,000 shares of Churchill Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of up to $530.0 million, subject to certain conditions and subject to the right of MIH Learning B.V., as assignee of the rights and obligations of MIH Edtech Investments B.V. (formerly known as MIH Ventures B.V.) under the Prosus Subscription Agreement (“Prosus”) to purchase a number of additional shares of Churchill Class A common stock, at $10.00 per share, that would result in it maintaining beneficial ownership of at least 35% of the issued and outstanding shares of Churchill Class A common stock on a fully-diluted and as-converted basis (excluding any warrants issued to Prosus pursuant to its subscription agreement) as of immediately following the closing. See “Other Agreements — Subscription Agreements.”

Churchill will hold a special meeting of stockholders (the “Churchill Special Meeting”) and Skillsoft will hold an extraordinary general meeting of shareholders (the “Skillsoft Extraordinary General Meeting”), in each case to consider matters relating to the proposed Merger. Churchill and Skillsoft cannot complete the Merger unless Churchill’s stockholders consent to the approval of the Skillsoft Merger Agreement and the transactions contemplated thereby, including the issuance of Churchill Class A common stock and Churchill Class C common stock to be issued as the merger consideration, and Skillsoft’s shareholders consent to adoption and approval of the Skillsoft Merger Agreement, as well as other documents required under the Luxembourg Companies’ Law, and the transactions contemplated thereby. Churchill and Skillsoft are sending you this joint proxy statement/​prospectus to ask you to vote in favor of these and the other matters described in this joint proxy statement/prospectus.

The Churchill Special Meeting will be held at 9:00 a.m. eastern time, on            , 2021, in virtual format.

The Churchill board of directors has unanimously approved the Skillsoft Merger Agreement and the transactions contemplated thereby and recommends that Churchill stockholders vote “FOR” the approval of the Skillsoft Merger Agreement, “FOR” the issuance of Churchill Class A common stock and Churchill Class C common stock to be issued as the merger consideration and “FOR” the other matters to be considered at the Churchill Special Meeting.

The Skillsoft Extraordinary General Meeting will be held at             Central European Time, on            , 2021, subject to and in accordance with any applicable COVID-19 restrictions in place on the date of such extraordinary general meeting (as further detailed in the Convening Notice provided with this letter).

The Skillsoft board of directors has unanimously approved the Skillsoft Merger Agreement and the transactions contemplated thereby and recommends that Skillsoft shareholders adopt and approve in all respects the Skillsoft Merger Agreement and the transactions contemplated thereby.

This joint proxy statement/prospectus provides you with detailed information about the proposed Merger. It also contains or references information about Churchill and Skillsoft and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 36 for a discussion of the risks you should consider in evaluating the proposed Merger and how it will affect you.

Sincerely,

Additional Information for Churchill Stockholders:

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN. To ensure your representation at the Churchill Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this joint proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (which would include presence at a virtual meeting) at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

If you are a Churchill stockholder and you have any questions regarding the accompanying joint proxy statement/​prospectus, you may contact Mackenzie Partners, Inc., Churchill’s proxy solicitor, at (800) 322-2885.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the issuance of shares of Churchill Class A common stock and Churchill Class C common stock in connection with the Merger or the other transactions described in this joint proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated            , 2021, and is first being mailed to stockholders of Churchill and shareholders of Skillsoft on or about            , 2021.

 

CHURCHILL CAPITAL CORP II
640 Fifth Avenue, 12th Floor
New York, NY 10019

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2021

TO THE STOCKHOLDERS OF CHURCHILL CAPITAL CORP II:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Churchill Capital Corp II (“Churchill”), a Delaware corporation, will be held at 9:00 a.m. eastern time, on            , 2021, in virtual format (the “Churchill Special Meeting”). You are cordially invited to attend the Churchill Special Meeting, which will be held for the following purposes:

(1)

The Merger Proposal — To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of October 12, 2020 (as it may be amended and/or restated from time to time, the “Skillsoft Merger Agreement”), by and among Churchill and Software Luxembourg Holding S.A. (“Skillsoft”), and the transactions contemplated thereby, pursuant to which Skillsoft will merge with and into Churchill, Skillsoft will cease to exist and Skillsoft’s subsidiaries will become subsidiaries of Churchill (the “Merger”). A copy of the Skillsoft Merger Agreement is attached to this joint proxy statement/prospectus as Annex A (Proposal No. 1);

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(2)

The Merger Issuance Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of shares of Churchill Class A common stock and Churchill Class C common stock pursuant to the Skillsoft Merger Agreement (Proposal No. 2);

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(3)

The Charter Amendment Proposal — To consider and vote upon a proposal to adopt an amendment (the “Charter Amendment”) to Churchill’s amended and restated certificate of incorporation currently in effect (the “Existing Charter”) in the form attached hereto as Annex B (Proposal No. 3);

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(4)

The Charter Approval Proposal — To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation (the “Proposed Charter”) in the form attached hereto as Annex C (Proposal No. 4);

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(5)

The Governance Proposal — To consider and act upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in order to give holders of Churchill common stock the opportunity to present their separate views on important corporate governance procedures (Proposal No. 5);

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(6)

The Director Election Proposal — To consider and vote upon a proposal to elect seven directors to serve on the Board of Directors of the Post-Combination Company (the “Board”) until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (Proposal No. 6);

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(7)

The Prosus PIPE Issuance Proposal — To consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock pursuant to the Prosus Subscription Agreement (including the shares issuable (i) upon Prosus’s exercise of the Prosus Top-Up Right and (ii) upon Prosus’s exercise of the Prosus Warrants (each as defined herein)) (Proposal No. 7);

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(8)

The SuRo PIPE Issuance Proposal — To consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock pursuant to the SuRo Subscription Agreement (as defined herein) (Proposal No. 8);

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(9)

The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the Incentive Plan (as defined herein) (Proposal No. 9); and

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(10)

The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Churchill Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal or the Incentive Plan Proposal, or we determine that one or more of the closing conditions to the Skillsoft Merger Agreement is not satisfied or waived (Proposal No. 10).

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These items of business are described in the attached joint proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Churchill common stock at the close of business on April 28, 2021 (the “Churchill Record Date”) are entitled to notice of the Churchill Special Meeting and to vote and have their votes counted at the Churchill Special Meeting and any adjournments or postponements of the Churchill Special Meeting.

Pursuant to Churchill’s Existing Charter, Churchill will provide holders of its Public Shares with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in Churchill’s trust account, which holds the proceeds of the Churchill IPO (as defined herein), as of two business days prior to the consummation of the transactions contemplated by the Merger Proposal (including interest earned on the funds held in the trust account and not previously released to Churchill to fund its working capital requirements, subject to an annual limit of $250,000, and/or to pay its taxes) in connection with the transactions contemplated by the Skillsoft Merger Agreement. For illustrative purposes, based on funds in the trust account of approximately $697.0 million on April 28, 2021, the estimated per share redemption price would have been approximately $10.10, excluding additional interest earned on the funds held in the trust account and not previously released to Churchill to fund its working capital requirements and/or pay taxes. Public stockholders (as defined herein) may elect to redeem their shares even if they vote for the Merger Proposal. A holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of Churchill. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of Churchill. Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Churchill’s directors and officers have agreed to waive their redemption rights in connection with the consummation of the Merger with respect to any shares of Churchill common stock they may hold. Currently, the Sponsor owns 20% of Churchill common stock, consisting of the Founder Shares (as defined herein). Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and Churchill’s directors and officers have agreed to vote any shares of Churchill common stock owned by them in favor of each of the proposals presented at the Churchill Special Meeting.

After careful consideration, Churchill’s board of directors (the “Churchill Board”) has determined that the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interests of Churchill and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Merger Proposal, “FOR” the Merger Issuance Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposal, “FOR” the election of each of the seven director nominees in the Director Election Proposal, “FOR” the Prosus PIPE Issuance Proposal, “FOR” the SuRo PIPE Issuance Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented.

Consummation of the Merger is conditioned on approval of each of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to

 

 

stockholders for a vote. If the Adjournment Proposal is approved, the Churchill Special Meeting will be adjourned to a later date or dates to permit further solicitation and vote of proxies. The joint proxy statement/​prospectus accompanying this notice explains the Skillsoft Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Churchill Special Meeting. Please review the joint proxy statement/prospectus carefully.

All Churchill stockholders are cordially invited to attend the Churchill Special Meeting in virtual format. Churchill Stockholders may attend, vote and examine the list of Churchill stockholders entitled to vote at the Churchill Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, the Churchill Special Meeting will be held in virtual meeting format only. You will not be able to attend the Churchill Special Meeting physically. To ensure your representation at the Churchill Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Churchill Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

   
Michael Klein
Chief Executive Officer and Chairman of the Board of Directors

        , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE CHURCHILL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CHURCHILL’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE CHURCHILL SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “CHURCHILL SPECIAL MEETING OF STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

 

SOFTWARE LUXEMBOURG HOLDING S.A.
Société anonyme
Bijou, 17 Boulevard Raiffeisen, L-2411 Luxembourg
R.C.S. Luxembourg: B 246188

CONVENING NOTICE TO AN
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON            , 2021

TO THE SHAREHOLDERS OF SOFTWARE LUXEMBOURG HOLDING S.A.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Software Luxembourg Holding S.A. (“Skillsoft” or the “Company”), a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at Bijou, 17 Boulevard Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188, will be held at Central European Time, on         , 2021, subject to and in accordance with the September 2020 Law (as defined below) in place on the date of such extraordinary general meeting (as further detailed below) (the “Skillsoft Extraordinary General Meeting”). You are cordially invited to vote at the Skillsoft Extraordinary General Meeting, which will be held for the following purposes and with the agenda (the “Agenda”) set out below:

(1)

Acknowledgement of the Skillsoft Merger Proposal and the mandatory reports — To acknowledge (i) the joint cross-border merger proposal (the “Skillsoft Merger Proposal”) providing for the absorption of the Company (the “Merger”) by Churchill Capital Corp II (“Churchill” or the “Acquiring Company”), (ii) the detailed written report of the board of directors of the Company and the detailed written report of the board of directors of the Acquiring Company, and (iii) the common independent expert’s report prepared by PKF Audit & Conseil as independent auditor (réviseur d’entreprises).

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(2)

Documents available for inspection — To acknowledge that all the documents required by article 1021-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, have been deposited at the Company’s registered office or on its website for due inspection by the shareholders at least one month before the date of the general meeting of shareholders of the Company resolving on the Skillsoft Merger Proposal.

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(3)

Approval of the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger — To consider and to approve the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger.

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(4)

The Skillsoft Charter Amendment Proposal — To consider and vote upon a proposal to approve, on a precatory basis to the extent permitted by applicable law, an amendment and restatement of Churchill’s certificate of incorporation in the form attached hereto as Annex C.

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(5)

Effective date of the Merger and accounting treatment — To acknowledge (i) the effective date of the Merger between the parties and of the date of enforceability of the Merger towards third parties and (ii) the date from which the operations of the Company will be treated as having been carried out on behalf of Churchill from an accounting point of view.

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(6)

Delegation of powers — To delegate powers to the Company’s board of directors to confirm the satisfaction of the condition precedents to the Merger.

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(7)

Miscellaneous — Any other business.

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These items of business are described in the attached joint proxy statement/prospectus, which we encourage you to read in its entirety before voting. The holders of shares of the Company are entitled to notice of the Skillsoft Extraordinary General Meeting no less than 8 days prior to the date of the Skillsoft Extraordinary General Meeting and to vote and have their votes counted at the Skillsoft Extraordinary General Meeting and any adjournments or postponements of the Skillsoft Extraordinary General Meeting.

 

 

All Skillsoft shareholders are cordially invited to vote at the Skillsoft Extraordinary General Meeting. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, in order to prevent large gatherings due to the COVID-19 crisis and pursuant to the Luxembourg law of 23 September 2020 extending the measures regarding the meetings held by companies and other legal entities, as amended (the “September 2020 Law”), you will not be able to attend the Skillsoft Extraordinary General Meeting in person. To ensure your representation at the Skillsoft Extraordinary General Meeting, you are urged to complete, sign, date and return the enclosed Proxy or Voting Form (each as defined below) as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

In order to exercise your right to vote, you are hereby invited to:

1.

appoint a proxy holder designated by the Company to represent you at the Skillsoft Extraordinary General Meeting, by executing and returning to the registered office of the Company by any means of communication allowing for the transmission of written text (e.g., by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)), the power of attorney included herewith as Schedule [•], so as to be received by the Company no later than five (5) days before the Skillsoft Extraordinary General Meeting, OR

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2.

cast your vote in relation to the items of the Agenda as explained above, in writing ahead of the Skillsoft Extraordinary General Meeting by completing, executing and returning to the registered office of the Company by any means of communication allowing for the transmission of written text (e.g. by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)) the Voting Form included herewith as Schedule [•],

​

in any case, along with the passport copy and proof of authority of the signatory and so as to be received by the Company no later than twenty-four (24) hours before the Skillsoft Extraordinary General Meeting.

After careful consideration, the Company’s board of directors (the “Skillsoft Board”) has determined that the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger described therein and the Skillsoft Charter Amendment Proposal, as well as each other item of the Agenda, are fair to and in the corporate interest of the Company and its shareholders and unanimously recommends that you vote or give instruction to vote in favor of each item of the Agenda in furtherance of the Merger.

The joint proxy statement/prospectus accompanying this notice explains the Skillsoft Merger Agreement, the Skillsoft Merger Proposal and the transactions contemplated thereby, as well as the proposals to be considered at the Skillsoft Extraordinary General Meeting. Please review the joint proxy statement/prospectus carefully.

Your vote is important regardless of the number of shares you own. We kindly ask you to sign, date and return the enclosed Proxy or Voting Form as soon as possible in the envelope provided.

 

 

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

   
Ronald W. Hovsepian
Director — Authorised Signatory

           , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE OR AN ABSTENTION, YOUR VOTING FORM WILL BE DEEMED VOID.

 

 

TABLE OF CONTENTS

 

 

 

 

BASIS OF PRESENTATION AND GLOSSARY

As used in this joint proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“Available Cash” are to, as of immediately prior to the consummation of the Merger, the aggregate amount equal to (i) the cash available to be released from the trust account to Churchill after deduction of all funds required to be paid in respect of redemptions of Public Shares pursuant to the redemption offer, plus (ii) any cash on the balance sheet or otherwise in the bank accounts of Churchill (which shall include any proceeds pursuant to any commitment to subscribe for shares of Churchill Class A common stock or warrants exercisable into shares of Churchill Class A common stock prior to or concurrently with the closing), plus (iii) the aggregate amount of cash deposited in the bank accounts of Skillsoft and its subsidiaries, other than restricted cash set forth in Skillsoft’s consolidated balance sheet with respect to its subsidiaries’ Amended and Restated Receivables Purchase Agreement, dated December 20, 2018, by and among Skillsoft Corporation, SumTotal Systems, LLC, Mindleaders, Inc., Skillsoft Canada, Ltd., SumTotal Systems Canada Ltd., Skillsoft U.K. Limited, SumTotal Systems U.K. Limited and Skillsoft Receivables Financing LLC;

“Churchill IPO” are to the initial public offering by Churchill which closed on July 1, 2019;

“Churchill warrants” are to the warrants exercisable to purchase Churchill Class A common stock;

“Code” are to the Internal Revenue Code of 1986, as amended;

“Churchill Class A common stock” are to the Class A common stock, par value $0.0001 per share, of Churchill;

“Churchill Class B common stock” are to the Class B common stock, par value $0.0001 per share, of Churchill;

“Churchill Class C common stock” are to the Class C common stock, par value $0.0001 per share, of Churchill;

“Churchill common stock” are to Churchill Class A common stock and Churchill Class B common stock;

“Completion Window” are to the period following the completion of the Churchill IPO at the end of which, if Churchill has not completed its initial business combination, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Churchill to fund its working capital requirements, subject to an annual limit of $250,000, and/or to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Churchill’s remaining stockholders and the Churchill Board, dissolve and liquidate, subject to Churchill’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Completion Window ends on July 1, 2021;

“DGCL” are to the Delaware General Corporation Law, as amended;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Existing Charter” are to Churchill’s amended and restated certificate of incorporation currently in effect;

“Founder Shares” are to shares of Churchill Class B common stock and Churchill Class A common stock issued upon the automatic conversion thereof at the time of Churchill’s initial business combination as provided herein. The 17,250,000 Founder Shares are held of record by the Sponsor as of the record date;

 

i

 

“GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis;

“Global Knowledge” are to Albert DE Holdings Inc., a Delaware corporation owned by investment funds affiliated with Rhône Capital L.L.C.;

“Global Knowledge Merger” are to the merger of Merger Sub with and into Global Knowledge, with Global Knowledge surviving the transaction as a wholly-owned subsidiary of Churchill pursuant to the Global Knowledge Merger Agreement;

“Global Knowledge Merger Agreement” are to the Agreement and Plan of Merger, dated as of October 12, 2020, by and among Churchill, Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Churchill (“Merger Sub”), and Global Knowledge;

“Incentive Plan” are to the Churchill Capital Corp II 2020 Omnibus Incentive Plan;

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

“Klein Group” are to The Klein Group, LLC, an affiliate of Michael Klein and the Sponsor and an affiliate and wholly owned subsidiary of M. Klein and Company;

“M. Klein and Company” are to M. Klein and Company, LLC, a Delaware limited liability company, and its affiliates;

“Merger” are to the merger of Skillsoft with and into Churchill pursuant to the Skillsoft Merger Agreement.

“New Skillsoft” are to the Post-Combination Company following the consummation of the Global Knowledge Merger and the other transactions contemplated by the Global Knowledge Merger Agreement;

“Post-Combination Company” are to Churchill following the consummation of the Merger and the other transactions contemplated by the Skillsoft Merger Agreement;

“private placement warrants” are to Churchill’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Churchill IPO;

“Prosus” are to MIH Learning B.V. as assignee of the rights and obligations of MIH Edtech Investments B.V. under the Prosus Subscription Agreement;

“Prosus Subscription Agreement” are to the Subscription Agreement, dated as of October 12, 2020, by and among Churchill, the Sponsor and Prosus;

“Public Shares” are to shares of Churchill Class A common stock sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);

“public stockholders” are to the holders of Churchill’s Public Shares, including the Sponsor and Churchill’s directors and officers to the extent the Sponsor and Churchill’s officers or directors purchase Public Shares; provided, that each of their status as a “public stockholder” shall only exist with respect to such Public Shares;

“public warrants” are to Churchill’s warrants sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);

“SEC” are to the Securities and Exchange Commission;

“Skillsoft” are, for the period prior to and including August 27, 2020, to the business and entities owned by Pointwell Limited, a limited company formed under Irish law with Registration number 540778, and from and after August 28, 2020, to Software Luxembourg Holding S.A. and its subsidiaries;

“Skillsoft Class A Shares” are to the Class A shares of Software Luxembourg Holding S.A., with nominal value of $0.01 per share;

 

ii

 

“Skillsoft Class B Shares” are to the Class B shares of Software Luxembourg Holding S.A., with nominal value of $0.01 per share;

“Skillsoft Shares” are to the Skillsoft Class A Shares and the Skillsoft Class B Shares;

“Sponsor” are to Churchill Sponsor II LLC, a Delaware limited liability company and an affiliate of M. Klein and Company in which certain of Churchill’s directors and officers hold membership interests;

“Sponsor Agreement” are to the Sponsor Agreement, dated as of October 12, 2020, among Churchill, Skillsoft, the Sponsor and Churchill’s directors and officers, as amended;

“SuRo” are to SuRo Capital Corp., a publicly traded investment fund;

“SuRo Subscription Agreement” are to the Subscription Agreement, dated as of October 14, 2020, by and among Churchill and SuRo;

“termination date” are to the termination date pursuant to the Skillsoft Merger Agreement, which is the date that is eight (8) months following the date of the Skillsoft Merger Agreement;

“VWAP” are to volume weighted average price; and

“warrants” are to the public warrants and the private placement warrants.

Unless specified otherwise, amounts in this joint proxy statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this joint proxy statement/prospectus have the meanings ascribed to them in the financial statements.

 

iii

 

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Churchill, Skillsoft, Global Knowledge and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this joint proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this joint proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but the respective owners thereof will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

 

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this joint proxy statement/​prospectus and only briefly address some commonly asked questions about the Merger, the Churchill Special Meeting, the Skillsoft Extraordinary General Meeting, and the proposals to be presented at the Churchill Special Meeting and the Skillsoft Extraordinary General Meeting, including with respect to the proposed Merger. The following questions and answers do not include all the information that is important to Churchill stockholders or Skillsoft shareholders. You are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Merger, the voting procedures for the Churchill Special Meeting and the Skillsoft Extraordinary General Meeting.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:

WHAT IS THE MERGER?

​

A:

Churchill and Skillsoft have entered into the Skillsoft Merger Agreement, pursuant to which Skillsoft will merge with and into Churchill, Skillsoft will cease to exist and Skillsoft’s subsidiaries will become subsidiaries of Churchill, subject to the terms and conditions set forth in the Skillsoft Merger Agreement.

​

Churchill will hold the Churchill Special Meeting to, among other things, enable Churchill’s stockholders to consider and vote on the approvals required for the Merger and the other transactions contemplated by the Skillsoft Merger Agreement, and you are receiving this joint proxy statement/prospectus in connection with such meeting. Skillsoft is also providing these materials to the holders of Skillsoft Class A Shares and Skillsoft Class B Shares in connection with the Skillsoft Extraordinary General Meeting. See “The Skillsoft Merger Agreement” beginning on page 259. In addition, a copy of the Skillsoft Merger Agreement is attached to this joint proxy statement/prospectus as Annex A. We urge you to read carefully this joint proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

Q:

WHY AM I RECEIVING THIS DOCUMENT?

​

A:

Churchill is sending this joint proxy statement/prospectus to its stockholders to provide them with the material information they need in order to decide how to vote their shares of Churchill common stock with respect to the matters to be considered at the Churchill Special Meeting. Skillsoft is also providing these materials to the holders of Skillsoft Class A Shares and Skillsoft Class B Shares in connection with the Skillsoft Extraordinary General Meeting.

​

The Merger cannot be completed unless (a) Churchill’s stockholders approve the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal set forth in this joint proxy statement/prospectus for their approval and (b) the holders of Skillsoft Class A Shares and Skillsoft Class B Shares acknowledge and approve the matters presented for their consideration at the Skillsoft Extraordinary General Meeting. Information about the Churchill Special Meeting, the Skillsoft Extraordinary General Meeting, the Merger and the other business to be considered by stockholders at the Churchill Special Meeting and shareholders at the Skillsoft Extraordinary General Meeting is contained in this joint proxy statement/prospectus.

This document constitutes a proxy statement of Churchill and Skillsoft and a prospectus of Churchill. It is a proxy statement because the boards of directors of Churchill and Skillsoft are soliciting proxies using this joint proxy statement/prospectus from their respective stockholders and shareholders. It is a prospectus because Churchill, in connection with the Merger, is offering shares of Churchill Class A common stock in exchange for the outstanding Skillsoft Class A Shares and Skillsoft Class B Shares. See “The Skillsoft Merger Agreement — Merger Consideration.”

Q:

WHAT WILL SKILLSOFT SHAREHOLDERS RECEIVE IN THE MERGER?

​

A:

If the Merger is completed, (i) each outstanding Skillsoft Class A Share (other than shares owned by Churchill, which will be automatically cancelled and retired and will cease to exist, and no consideration

​

 

v

 

will be delivered in exchange therefore) will be automatically cancelled Churchill will issue as consideration therefor (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 (in each case, other than shares owned by Churchill, which will be automatically cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor) will be automatically cancelled and Churchill will issue as consideration therefor 28.125 shares of Churchill Class A common stock, in each case except for any fractional shares of Churchill Class A common stock which would result (which will instead be paid out in cash in accordance with the Skillsoft Merger Agreement; however, such payment in cash does not represent any separately bargained-for consideration, and will not exceed ten percent (10%) of the nominal value of the shares issued by Churchill in the context of the Merger in accordance with Article 1020-3 of the Luxembourg Law of 10 August 1915 regarding commercial companies, as amended (the “Luxembourg Companies’ Law”)), and except for any Skillsoft Class A Share or Skillsoft Class B Share held by Churchill, which will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. Immediately following the effective time of the Merger, each outstanding share of Churchill Class C common stock issued to former holders of Skillsoft Class A Shares in connection with the Merger will be redeemed for a redemption price of (i) $131.51 per share in cash and (ii) $5.208 per share in incremental indebtedness (the “Incremental Loans”) under that certain Senior Secured Second Out Term Loan Credit Agreement, dated as of August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l., as the parent borrower, the other borrower party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as the administrative agent and collateral agent, as amended (the “Existing Second Out Credit Agreement”).

Before, on or after the completion of the Merger, the obligations under that certain Senior Secured Term Loan Credit Agreement, dated as of August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l., as the parent borrower, the other borrower party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as the administrative agent and collateral agent, as amended (the “Existing First Out Credit Agreement” and, together with the Existing Second Out Credit Agreement, the “Existing Credit Agreements”) and the Existing Second Out Credit Agreement (including the Incremental Loans, and any other incremental indebtedness incurred under the Existing Credit Agreements in connection with the Merger) may be refinanced or prepaid. There can be no assurance when or if any such refinancing or prepayment will occur.

Q:

WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

​

A:

It is currently anticipated that the Merger will be consummated promptly following the Churchill Special Meeting and the Skillsoft Extraordinary General Meeting, which are set for            , 2021 and            , 2021, respectively; however, either meeting could be adjourned, as described herein. However, neither Churchill nor Skillsoft can assure you of when or if the Merger will be completed and it is possible that factors outside of the control of both companies could result in the Merger being completed at a different time or not being completed at all. Churchill must first obtain the approval of its stockholders for certain of the proposals set forth in this joint proxy statement/prospectus for their approval, Skillsoft must first obtain the approval of its shareholders for the Merger, and Churchill and Skillsoft must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Skillsoft Merger Agreement — Conditions to the Merger” beginning on page 271.

​

Q:

WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

​

A:

If the Merger is not completed, Skillsoft shareholders will not receive any consideration for their Skillsoft Class A Shares and Skillsoft Class B Shares. Instead, Skillsoft will remain an independent company. See “The Skillsoft Merger Agreement — Termination” and “Risk Factors” beginning on page 272 and page 36, respectively.

​

 

vi

 

QUESTIONS AND ANSWERS ABOUT CHURCHILL’S SPECIAL STOCKHOLDER MEETING

Q:

WHEN AND WHERE IS THE CHURCHILL SPECIAL MEETING?

​

A:

The Churchill Special Meeting will be held at 9:00 a.m. eastern time, on            , 2021, in virtual format. Churchill stockholders may attend, vote and examine the list of Churchill stockholders entitled to vote at the Churchill Special Meeting by visiting       and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the COVID-19 pandemic, the Churchill Special Meeting will be held in virtual meeting format only. You will not be able to attend the Churchill Special Meeting physically.

​

Q:

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

​

A:

The stockholders of Churchill are being asked to vote on the following:

​

1.

A proposal to approve the Skillsoft Merger Agreement and the transactions contemplated thereby. See the section entitled “Proposal No. 1 — The Merger Proposal”.

​

2.

A proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock and Churchill Class C common stock pursuant to the Skillsoft Merger Agreement. See the section entitled “Proposal No. 2 — The Merger Issuance Proposal”.

​

3.

A proposal to adopt the Charter Amendment in the form attached hereto as Annex B. See the section entitled “Proposal No. 3 — The Charter Amendment Proposal”.

​

4.

A proposal to adopt the Proposed Charter in the form attached hereto as Annex C. See the section entitled “Proposal No. 4 — The Charter Approval Proposal”.

​

5.

A separate proposal with respect to certain governance provisions in the Proposed Charter in order to give holders of Churchill common stock the opportunity to present their separate views on important corporate governance procedures and which will be voted upon on a non-binding advisory basis. See the section entitled “Proposal No. 5 — The Governance Proposal”.

​

6.

A proposal to elect seven directors to serve on the Board until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and in each case, until their respective successors are duly elected and qualified. See the section entitled “Proposal No. 6 — The Director Election Proposal”.

​

7.

A proposal to approve, for purposes of complying with the applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock pursuant to the Prosus Subscription Agreement (including the shares issuable (i) upon Prosus’s exercise of the Prosus Top-Up Right and (ii) upon Prosus’s exercise of the Prosus Warrants). See the section entitled “Proposal No. 7 — The Prosus PIPE Issuance Proposal”.

​

8.

A proposal to approve, for purposes of complying with the applicable listing rules of the NYSE, the issuance of shares of Churchill Class A common stock pursuant to the SuRo Subscription Agreement. See the section entitled “Proposal No. 8 — The SuRo PIPE Issuance Proposal”.

​

9.

A proposal to approve and adopt the Incentive Plan. See the section entitled “Proposal No. 9 — The Incentive Plan Proposal”.

​

10.

A proposal to approve the adjournment of the Churchill Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal or the Incentive Plan Proposal, or we determine that one or more of the closing conditions to Skillsoft Merger Agreement is not satisfied or waived. See the section entitled “Proposal No. 10 — The Adjournment Proposal”.

​

Churchill will hold the Churchill Special Meeting to consider and vote upon these proposals. This joint proxy statement/prospectus contains important information about the proposed Merger and the

 

vii

 

other matters to be acted upon at the Churchill Special Meeting. Churchill stockholders should read this joint proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

Consummation of the Merger is conditioned on approval of each of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal and the Incentive Plan Proposal, subject to the terms of the Skillsoft Merger Agreement. If any of these proposals is not approved, the other proposals will not be presented to stockholders for a vote. If the Adjournment Proposal is approved, the Churchill Special Meeting will be adjourned to a later date or dates to permit further solicitation and vote of proxies.

The vote of Churchill stockholders is important. Churchill stockholders are encouraged to vote as soon as possible after carefully reviewing this joint proxy statement/prospectus.

Q:

I AM A CHURCHILL WARRANT HOLDER. WHAT DO I NEED TO KNOW?

​

A:

This joint proxy statement/prospectus is being sent to holders of Churchill units, which include Churchill Class A common stock and Churchill warrants. However, holders of Churchill warrants are not being asked to vote at the Churchill Special Meeting and are not entitled to redemption rights in connection with the Merger. If a holder of Churchill units elects to redeem its Churchill Class A common stock, its Churchill warrants will remain outstanding unless such holder sells or exercises the Churchill warrants. Upon consummation of the Merger, the Churchill warrants shall, by their terms, entitle the holders to purchase Class A common stock at a purchase price of  $11.50 per share. This joint proxy statement/prospectus includes important information about Skillsoft and the business of Skillsoft and its subsidiaries following consummation of the Merger. Because holders of Churchill warrants will be entitled to purchase Class A common stock of the Post-Combination Company upon consummation of the Merger, Churchill urges you to read the information contained in this joint proxy statement/prospectus carefully.

​

Q:

WHY IS CHURCHILL PROPOSING THE MERGER?

​

A:

Churchill was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

​

On July 1, 2019, Churchill completed its initial public offering of units, with each unit consisting of one Public Share and one-third of one public warrant, each whole public warrant giving its holder the right to purchase one share of Churchill common stock at a price of  $11.50, raising total gross proceeds of approximately $690,000,000. Since the Churchill IPO, Churchill’s activity has been limited to the evaluation of business combination candidates.

Skillsoft is a global software and technology provider of digital learning, training and talent solutions.

Based on its due diligence investigations of Skillsoft and the industry in which it operates, including the financial and other information provided by Skillsoft to Churchill in the course of their negotiations in connection with the Skillsoft Merger Agreement, Churchill believes that the Merger with Skillsoft is advisable and in the best interests of Churchill and its stockholders. See the section entitled “The Merger — Recommendation of the Churchill Board of Directors and Reasons for the Merger — Churchill’s Board of Directors’ Reasons for Approval of the Merger”.

Q:

DID THE CHURCHILL BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?

​

A:

The Churchill Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Merger with Skillsoft. The directors and officers of Churchill and Churchill’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector knowledge of Churchill’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Merger with Skillsoft. In addition, Churchill’s directors and officers and Churchill’s advisors have substantial experience with mergers and

​

 

viii

 

acquisitions. Accordingly, investors will be relying solely on the judgment of the Churchill Board, Churchill’s management team and Churchill’s advisors in valuing Skillsoft’s business.

Q:

DO I HAVE REDEMPTION RIGHTS?

​

A:

If you are a holder of Public Shares, you have the right to demand that Churchill redeem such shares for a pro rata portion of the cash held in Churchill’s trust account. Churchill sometimes refers to these rights to demand redemption of the Public Shares as “redemption rights.”

​

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of Churchill. Accordingly, all Public Shares in excess of 15% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of Churchill.

Q:

WHAT IS THE MAXIMUM NUMBER OF ALLOWABLE REDEMPTIONS FOR THE MERGER TO PROCEED?

​

A.

Assuming both the First Step Prosus Investment and the Second Step Prosus Investment are consummated concurrently with the Merger, the estimated maximum number of redemptions that would be allowable for the Skillsoft Merger to still proceed is 55,738,336 Public Shares.

​

This maximum redemption scenario is based on a number of assumptions, including the exclusion of Skillsoft’s cash balance ($71.5 million, as of January 31, 2021), which is legally available for redemption. Inclusion of Skillsoft’s cash balance would increase the cash available for redemptions, increase the maximum number of allowable redemptions and increase the percentage ownership of Skillsoft shareholders, the Sponsor and the PIPE investors in the Post-Combination Company. Inclusion of additional cash from other sources, including additional PIPE investments or other financing sources, would also increase the cash available for redemptions, increase the maximum number of allowable redemptions and increase the percentage ownership of Skillsoft shareholders, the Sponsor and the PIPE investors in the Post-Combination Company. If the number of redemptions exceeds 55,738,336 Public Shares, Churchill may seek alternative financing, which would be subject to certain terms and conditions set forth in the Skillsoft Merger Agreement and the Subscription Agreements. In addition, subject to certain conditions, the Available Cash Condition may be waived by Skillsoft, in which case the Merger may be consummated despite exceeding the maximum redemption scenario. If Churchill is not able to obtain alternative financing and Skillsoft is not willing to waive the Available Cash Condition, the Merger will not be consummated. See “Summary — Ownership of the Post-Combination Company” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Q.

WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

​

A.

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Merger Proposal or any other proposal described in this joint proxy statement/prospectus. As a result, the Merger Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Merger may be consummated even though the funds available from Churchill’s trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. However, Skillsoft is not required to consummate the Merger if there is not at least $644,000,000 of Available Cash. Also, with fewer Public Shares and public stockholders that may result from stockholders of Churchill exercising their redemption rights, the trading market for Churchill Class A common stock may be less liquid than the market for Public Shares prior to the Merger and Churchill may not be able to meet the listing standards of a national securities exchange.

​

Q.

HOW DO I EXERCISE MY REDEMPTION RIGHTS?

​

A.

If you are a holder of Public Shares and wish to exercise your redemption rights, you must (i) demand that Churchill redeem your shares for cash no later than the second business day preceding the vote on the Merger Proposal by delivering your share certificates to Churchill’s transfer agent physically or by delivering your shares electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal

​

 

ix

 

at Custodian) system. Any holder of Public Shares will be entitled to demand that such holder’s shares be redeemed for a pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $697.0 million, or $10.10 per share, as of April 28, 2021, the record date). Such amount, including interest earned on the funds held in the trust account and not previously released to Churchill to fund its working capital requirements, subject to an annual limit of $250,000, and/or to pay its taxes, will be paid promptly upon consummation of the Merger. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Churchill’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Merger Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Merger Proposal at the Churchill Special Meeting. If you deliver your shares for redemption to Churchill’s transfer agent and later decide prior to the Churchill Special Meeting not to elect redemption, you may request that Churchill’s transfer agent return the shares (physically or electronically). You may make such request by contacting Churchill’s transfer agent at the address listed at the end of this section.

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described to Churchill’s transfer agent as described herein, then, if the Merger is consummated, Churchill will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Churchill common stock for cash and you will cease to have any rights as a Churchill stockholder (other than the right to receive the redemption amount) upon consummation of the Merger.

For a discussion of the material U.S. federal income tax considerations for holders of Public Shares with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption of Public Shares” beginning on page 288. The tax consequences of the exercise of these redemption rights to each holder of Public Shares may depend on such holder’s particular facts and circumstances. Holders of Public Shares are urged to consult their tax advisors to understand fully the consequences to them of the exercise of their redemption rights in their specific circumstances.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any public warrants that you may hold.

Q.

DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED MERGER?

​

A.

No. Neither Churchill stockholders nor the holders of its units or warrants have appraisal rights in connection with the Merger under the DGCL. See the section entitled “Churchill Special Meeting of Stockholders — Appraisal Rights”.

​

Q.

WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE MERGER?

​

A.

The amount of the net proceeds of the Churchill IPO, $674,200,000, together with $15,800,000 of the amount raised from the private sale of warrants simultaneously with the consummation of the Churchill IPO, for a total of  $690,000,000, was placed in the trust account following the Churchill IPO. After consummation of the Merger, the funds in the trust account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger (including aggregate fees of up to $21,371,000 as deferred underwriting commissions), to redeem the shares of Churchill Class C common stock and for the Post-Combination Company’s working capital and general corporate purposes.

​

Q.

WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED?

​

A.

If Churchill does not complete the Merger with Skillsoft for whatever reason, Churchill would search for another target business with which to complete a business combination. If Churchill does not complete the Merger with Skillsoft or another target business within the Completion Window, Churchill must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the

​

 

x

 

amount then held in the trust account divided by the number of outstanding Public Shares. The Sponsor has no redemption rights in the event a business combination is not effected in the Completion Window, and, accordingly, its Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Churchill’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q.

HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

​

A.

The Sponsor owns of record and is entitled to vote an aggregate of 20% of the outstanding shares of Churchill common stock. The Sponsor has agreed to vote any Founder Shares and any Public Shares held by it in favor of each of the proposals presented at the Churchill Special Meeting.

​

Because a majority of the proposals require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting, the affirmative vote of only approximately 6.25% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve such proposals if a quorum of only a majority of the shares of Churchill common stock is represented at the Churchill Special Meeting. Notwithstanding the foregoing, the Merger is conditioned upon the approval of the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal. Approval of each of the Charter Amendment Proposal and the Charter Approval Proposal requires the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, and approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class. Accordingly, the affirmative vote of approximately 37.5% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal if a quorum of only a majority of the shares of Churchill common stock is represented at the Churchill Special Meeting.

Q.

WHAT CONSTITUTES A QUORUM AT THE CHURCHILL SPECIAL MEETING?

​

A.

A majority of the voting power of the issued and outstanding common stock of Churchill entitled to vote at the Churchill Special Meeting must be present, in person (which would include presence at a virtual meeting) or represented by proxy, at the Churchill Special Meeting to constitute a quorum and in order to conduct business at the Churchill Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor, who currently owns approximately 20% of the issued and outstanding shares of Churchill common stock, will count towards this quorum. In the absence of a quorum, the chairman of the Churchill Special Meeting has power to adjourn the Churchill Special Meeting. As of the record date for the Churchill Special Meeting, 43,125,001 shares of Churchill common stock would be required to be present at the Churchill Special Meeting to achieve a quorum.

​

Q.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE CHURCHILL SPECIAL MEETING?

​

A.

The Merger Proposal:   The affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, is required to approve the Merger Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Merger Proposal, will have the same effect as a vote “AGAINST” the Merger Proposal. Churchill stockholders must approve the Merger Proposal in order for the Merger to occur. If Churchill stockholders fail to approve the Merger Proposal, the Merger will not occur.

​

The Merger Issuance Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Merger Issuance Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Merger Issuance Proposal, will have no effect on the Merger Issuance Proposal. The

 

xi

 

Merger is conditioned upon the approval of the Merger Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Merger Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Merger Issuance Proposal will not be effected.

The Charter Amendment Proposal:   The affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, is required to approve the Charter Amendment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Amendment Proposal, will have the same effect as a vote “AGAINST” such Charter Amendment Proposal. The Merger is conditioned upon the approval of the Charter Amendment Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Charter Amendment Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Charter Amendment Proposal will not be effected.

The Charter Approval Proposal:   The affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, is required to approve the Charter Approval Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such Charter Approval Proposal. The Merger is conditioned upon the approval of the Charter Approval Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Charter Approval Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Charter Approval Proposal will not be effected.

The Governance Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Governance Proposal, which is a non-binding advisory vote. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposal, will have no effect on the Governance Proposal. The Merger is not conditioned on the approval of the Governance Proposal.

The Director Election Proposal:   Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Directors will be elected to serve on the Board until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the Director Election Proposal.

The Prosus PIPE Issuance Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Prosus PIPE Issuance Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Prosus PIPE Issuance Proposal, will have no effect on the Prosus PIPE Issuance Proposal. The Merger is conditioned upon the approval of the Prosus PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Prosus PIPE Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Prosus PIPE Issuance Proposal will not be effected.

 

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The SuRo PIPE Issuance Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the SuRo PIPE Issuance Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the SuRo PIPE Issuance Proposal, will have no effect on the SuRo PIPE Issuance Proposal. The Merger is conditioned upon the approval of the SuRo PIPE Issuance Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the SuRo PIPE Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the SuRo PIPE Issuance Proposal will not be effected.

The Incentive Plan Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Incentive Plan Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The Merger is conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Adjournment Proposal:   The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Merger is not conditioned on the approval of the Adjournment Proposal.

As further discussed in the section entitled “Other Agreements — Sponsor Agreement” beginning on page 275 of this joint proxy statement/prospectus, the Sponsor and Churchill’s directors and officers have entered into the Sponsor Agreement with Skillsoft pursuant to which the Sponsor and such directors and officers have agreed to vote shares representing 20% of the aggregate voting power of the common stock (comprised of all the outstanding Founder Shares) in favor of each of the proposals presented at the Churchill Special Meeting. Accordingly, the Sponsor Agreement will increase the likelihood that Churchill will receive the requisite stockholder approval for the Merger and the transactions contemplated thereby. Because a majority of the proposals require the affirmative vote of the majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Churchill Special Meeting, the affirmative vote of only approximately 6.25% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve such proposals if a quorum of only a majority of the shares of Churchill common stock is represented at the Churchill Special Meeting. Notwithstanding the foregoing, the Merger is conditioned upon the approval of the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal. Approval of each of the Charter Amendment Proposal and the Charter Approval Proposal requires the affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, and approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class. Accordingly, the affirmative vote of approximately 37.5% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal.

Q.

DO ANY OF CHURCHILL’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF CHURCHILL STOCKHOLDERS?

​

A.

Churchill’s executive officers and directors may have interests in the Merger that may be different from,

​

 

xiii

 

or in addition to, the interests of Churchill stockholders generally. The Churchill Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Skillsoft Merger Agreement and in recommending that the Merger be approved by the stockholders of Churchill. See “The Merger — Interests of Churchill’s Directors and Officers in the Merger” beginning on page 254 of this joint proxy statement/prospectus.

Q.

WHAT DO I NEED TO DO NOW?

​

A.

Churchill urges you to read carefully and consider the information contained in this joint proxy statement/​prospectus, including the Annexes and the other documents referred to herein, and to consider how the Merger will affect you as a stockholder and/or warrant holder of Churchill. Stockholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/​prospectus and on the enclosed proxy card.

​

Q.

HOW DO I VOTE?

​

A.

If you are a holder of record of Churchill common stock on the Churchill record date, you may vote in person (which would include presence at a virtual meeting) at the Churchill Special Meeting or by submitting a proxy for the Churchill Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you choose to participate in the Churchill Special Meeting, you can vote your shares electronically during the Churchill Special Meeting via live webcast by visiting . You will need the 12-digit meeting control number that is printed on your proxy card to enter the Churchill Special Meeting. Churchill recommends that you log in at least 15 minutes before the Churchill Special Meeting to ensure you are logged in when the Churchill Special Meeting starts. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Churchill Special Meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee.

​

Q.

IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

​

A.

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Churchill or by voting in person (which would include presence at a virtual meeting) at the Churchill Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

​

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Churchill Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a Churchill stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal, but will have no effect on the vote count for such other proposals.

 

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Q.

WHAT IF I ATTEND THE CHURCHILL SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

​

A.

For purposes of the Churchill Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote.

​

If you are a Churchill stockholder that attends the Churchill Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Merger Proposal, the Charter Amendment Proposal or the Charter Approval Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have the same effect as a vote “AGAINST” such proposals.

If you are a Churchill stockholder that attends the Churchill Special Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Merger Issuance Proposal, the Governance Proposal, the Director Election Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

A Churchill stockholder that attends the Churchill Special Meeting and does not vote or returns a proxy with an “abstain” vote will be counted as present for the purpose of determining a quorum.

Q.

WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

​

A.

If you sign and return your proxy card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Churchill Board with respect to that proposal.

​

Q.

MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

​

A.

Yes. Stockholders may send a later-dated, signed proxy card to Churchill’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the Churchill Special Meeting or attend the Churchill Special Meeting in person (which would include presence at a virtual meeting) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Churchill’s transfer agent, which must be received prior to the vote at the Churchill Special Meeting.

​

Q.

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE CHURCHILL SPECIAL MEETING?

​

A.

If you fail to take any action with respect to the Churchill Special Meeting and the Merger is approved by stockholders and consummated, you will become a stockholder of the Post-Combination Company. Failure to vote at the Churchill Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Churchill Special Meeting and the Merger is not approved, you will continue to be a stockholder and/or warrant holder of Churchill.

​

Q.

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

​

A.

Stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Churchill shares.

​

Q.

WHO CAN HELP ANSWER MY QUESTIONS?

​

A.

If you have questions about the Merger or if you need additional copies of the joint proxy statement/​prospectus or the enclosed proxy card you should contact:

​

 

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1407 Broadway — 27th Floor
New York, New York 10018
Call Toll Free: (800) 322-2885
Banks and Brokers Call: (212) 929-5500
Email: proxy @mackenziepartners.com

You may also obtain additional information about Churchill from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to Churchill’s transfer agent at the address below prior to the vote at the Churchill Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
(212) 509-4000

 

xvi

 

QUESTIONS AND ANSWERS ABOUT SKILLSOFT’S EXTRAORDINARY GENERAL MEETING

Q.

WHEN AND WHERE IS THE SKILLSOFT EXTRAORDINARY GENERAL MEETING?

​

A.

The Skillsoft Extraordinary General Meeting will be held at       Central European Time, on            , 2021. Skillsoft shareholders may be represented at (using a Skillsoft designated proxyholder), vote at, and examine the list of Skillsoft shareholders entitled to vote at the Skillsoft Extraordinary General Meeting. In light of public health concerns regarding the COVID-19 pandemic (as further defined below), you will not be able to attend the Skillsoft Extraordinary General Meeting physically.

​

The Skillsoft Board shall inform the Company’s shareholders of the applicable COVID-19 restrictions and the formalities of the Skillsoft Extraordinary General Meeting, in particular whether a physical or virtual meeting shall be held, by means of a notice published in the Recueil electronique des Sociétés et Associations and in one newspaper published in Luxembourg at least fifteen days prior to the Skillsoft Extraordinary General Meeting, such convening formalities being expressly provided for under the Luxembourg Companies’ Law.

Q.

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

​

A.

The shareholders of Skillsoft are being asked to vote on the following:

​

1.

A proposal to consider and approve the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger.

​

2.

A proposal to consider and approve, on a precatory basis to the extent permitted by applicable law, an amendment and restatement of Churchill’s certificate of incorporation in the form attached to the Skillsoft Merger Agreement as Exhibit I.

​

Q.

DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED MERGER?

​

A.

No. Neither Luxembourg law nor Skillsoft’s articles of association provide for appraisal rights of dissenting shareholders in the Merger.

​

Q.

WHAT CONSTITUTES A QUORUM AT THE SKILLSOFT EXTRAORDINARY GENERAL MEETING?

​

A.

Skillsoft’s articles of association require a quorum of at least a majority of the issued and outstanding Skillsoft Shares be present or represented at the Skillsoft Extraordinary General Meeting.

​

Q.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SKILLSOFT EXTRAORDINARY GENERAL MEETING?

​

A.

The affirmative vote of at least two-thirds of the value of the outstanding Skillsoft Shares is required to adopt each of the items of the agenda of the Skillsoft Extraordinary General Meeting, including the approval of the Skillsoft Merger Proposal, the Skillsoft Merger Agreement and the Merger and the Skillsoft Charter Amendment Proposal.

​

Q.

WHAT DO I NEED TO DO NOW?

​

A.

Skillsoft urges you to read carefully and consider the information contained in this joint proxy statement/​prospectus, including the Annexes and the other documents referred to herein, and to consider how the Merger will affect you as a shareholder of Skillsoft. Shareholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed Proxy and Voting Form. As described further below in the section entitled “Skillsoft Extraordinary General Meeting of Shareholders”, the Supporting Skillsoft Shareholders (as defined herein) have agreed to send a drag-along notice to all other Skillsoft shareholders pursuant to the Skillsoft Shareholders’ Agreement following the time that the registration statement becomes effective.

​

Q.

HOW DO I VOTE?

​

A.

If you are a registered shareholder of Skillsoft Class A Shares or Skillsoft Class B Shares on the date of the Skillsoft Extraordinary General Meeting, you may vote at the Skillsoft Extraordinary General Meeting. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, in order

​

 

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to prevent large gatherings due to the COVID-19 crisis and pursuant to the Luxembourg law of 23 September 2020 extending the measures regarding the meetings held by companies and other legal entities, as amended (the “September 2020 Law”), you will not be able to attend the Skillsoft Extraordinary General Meeting in person. In order to exercise your right to vote as shareholder of Skillsoft, you may (i) appoint a proxy holder designated by the Company pursuant to the September 2020 Law to represent you at the Skillsoft Extraordinary General Meeting, by executing and returning to the registered office of the Company the power of attorney attached as Schedule 1 to the Convening Notice (the “Proxy”) or (ii) cast your vote in writing ahead of the Skillsoft Extraordinary General Meeting by completing, executing and returning to the registered office of Skillsoft by any means of communication allowing for the transmission of written text (e.g., by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)) the correspondence voting form attached as Schedule 2 to the Convening Notice (the “Voting Form”), in any case, along with the passport copy and proof of authority of the signatory and so as to be received by the Company no later than twenty-four (24) hours before the Skillsoft Extraordinary General Meeting.

Q.

WHAT IF I ATTEND (BY PROXY) THE SKILLSOFT EXTRAORDINARY GENERAL MEETING AND ABSTAIN OR DO NOT VOTE?

​

A.

For purposes of the Skillsoft Extraordinary General Meeting, an abstention occurs when a shareholder returns a Proxy or Voting Form with an “abstain” vote.

​

A Skillsoft shareholder that returns a Proxy or Voting Form with an “abstain” vote will be counted as present for the purpose of determining a quorum if the Proxy or Voting Form is submitted to Skillsoft less than 24 hours prior to the Skillsoft Extraordinary General Meeting.

Q.

WHAT WILL HAPPEN IF I RETURN MY PROXY OR VOTING FORM WITHOUT INDICATING HOW TO VOTE?

​

A.

If you sign and return your Voting Form without indicating how to vote on any particular proposal, such Voting Form will be considered as void for such proposal and the Skillsoft Shares represented by your Voting Form will not be voted with respect to that proposal.

​

If you sign and return your Proxy without indicating how to vote on any particular proposal, the person designated by Skillsoft will not be able to vote on your behalf on such proposal at the Skillsoft Extraordinary General Meeting.

Q.

MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY OR VOTING FORM?

​

A.

Yes, subject to applicable contractual obligations under the Support Agreements and the Skillsoft Shareholders’ Agreement. Shareholders may send a later-dated, signed Voting Form to the registered office of the Company by any means of communication allowing for the transmission of written text (e.g., by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)) so that it is received at least twenty-four (24) hours prior to the Skillsoft Extraordinary General Meeting. Shareholders also may revoke their Proxy by sending a notice of revocation to the registered office of the Company by any means of communication allowing for the transmission of written text (e.g., by hand with acknowledgement of receipt, by registered post, by special courier or by e-mail at secretariat@exeq-partners.lu (with original to follow)), which must be received prior to the vote at the Skillsoft Extraordinary General Meeting.

​

Q.

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SKILLSOFT EXTRAORDINARY GENERAL MEETING?

​

A.

If you fail to take any action with respect to the Skillsoft Extraordinary General Meeting and the Merger is approved by shareholders and consummated, you will become a shareholder of the Post-Combination Company. If you fail to take any action with respect to the Skillsoft Extraordinary General Meeting and the Merger is not approved, you will continue to be a shareholder of Skillsoft.

​

Q.

HOW WILL I RECEIVE THE MERGER CONSIDERATION TO WHICH I AM ENTITLED?

​

A.

No more than ten (10) days after the mailing of this joint proxy statement/prospectus, Skillsoft

​

 

xviii

 

shareholders will receive a letter of transmittal and written instructions for surrendering their book-entry shares from the exchange agent. Each Skillsoft shareholder will be required to deliver to the exchange agent customary evidence of ownership of its shares as determined by the exchange agent as set forth in the letter of transmittal. After receiving the proper documentation from you, following the effective time of the Merger, the exchange agent will deliver to you the merger consideration to which you are entitled. See the section entitled “The Merger — Conversion of Shares; Exchange Procedures” beginning on page 227.

Q.

WHO CAN HELP ANSWER MY QUESTIONS?

​

A.

If you have questions about the Merger or if you need additional copies of the proxy statement/​prospectus you should contact the Company by e-mail at secretariat@exeq-partners.lu.

​

You may also obtain additional information about Skillsoft from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you have questions regarding the certification of your position or delivery of your shares, please contact the Company by e-mail at secretariat@exeq-partners.lu.

 

xix

 

1

 

​

2

 

3

 

​

4

 

​

5

 

6

 

​

7

 

8

 

9

 

10

 

11

 

12

 

13

 

​

14

 

15

 

16

 

​

17

 

​

18

 

​

19

 

20

 

21

 

22

 

23

 

​

​

​

No redemptions

​

​

Maximum redemptions

​

​

​

​

Number of Shares

​

​

Percentage of Outstanding Shares

​

​

Number of Shares

​

​

Percentage of Outstanding Shares

​

​

​

​

(in thousands)

​

​

​

​

​

​

​

​

(in thousands)

​

​

​

​

​

​

​

Former equityholders of Skillsoft

​

​

​

​

28,500

​

​

​

​

​

17%

​

​

​

​

​

28,500

​

​

​

​

​

26%

​

​

Churchill’s public stockholders(1)

​

​

​

​

69,000

​

​

​

​

​

42%

​

​

​

​

​

13,262

​

​

​

​

​

12%

​

​

The Sponsor

​

​

​

​

17,250

​

​

​

​

​

10%

​

​

​

​

​

17,250

​

​

​

​

​

16%

​

​

PIPE Investors(2)

​

​

​

​

51,000

​

​

​

​

​

31%

​

​

​

​

​

51,000

​

​

​

​

​

46%

​

​

Total(3)

​

​

​

​

165,750

​

​

​

​

​

100%

​

​

​

​

​

110,012

​

​

​

​

​

100%

​

​

​

24

 

​

​

​

For the Year Ended December 31, 2020

​

​

For the Period from April 11, 2019 (Inception) Through December 31, 2019

​

Income Statement Data:

​

​

​

Net income (loss)

​

​

​

$

(72,459,185)

​

​

​

​

$

(14,682,592)

​

​

Less: Income attributable to common stock subject to possible redemption

​

​

​

​

(1,525,296)

​

​

​

​

​

(4,868,674)

​

​

Adjusted net income (loss)

​

​

​

$

(73,984,481)

​

​

​

​

$

(19,551,226)

​

​

Weighted average shares outstanding, basic and diluted(1)

​

​

​

​

27,526,131

​

​

​

​

​

21,438,529

​

​

Basic and diluted net income (loss) per common share

​

​

​

$

(2.68)

​

​

​

​

$

(0.91)

​

​

​

​

​

December 31, 2020

​

​

December 31, 2019

​

Balance Sheet Data (end of period):

​

​

​

Cash

​

​

​

$

3,873,865

​

​

​

​

$

2,238,275

​

​

Prepaid income taxes

​

​

​

​

—

​

​

​

​

​

27,140

​

​

Prepaid expenses

​

​

​

​

94,299

​

​

​

​

​

275,525

​

​

Marketable securities held in Trust Account

​

​

​

​

696,957,196

​

​

​

​

​

695,295,418

​

​

Total assets

​

​

​

​

700,925,360

​

​

​

​

​

697,836,358

​

​

Total liabilities

​

​

​

​

153,546,310

​

​

​

​

​

77,998,123

​

​

Common stock subject to possible redemption

​

​

​

​

542,379,042

​

​

​

​

​

614,838,229

​

​

Total stockholders’ equity

​

​

​

​

5,000,010

​

​

​

​

​

5,000,006

​

​

25

 

26

 

​

​

​

Successor

​

​

​

Predecessor

​

​

​

​

Aug 28, 2020 through Jan 31, 2021

​

​

​

Feb 1, 2020 through Aug 27, 2020

​

​

Fiscal Year Ended January 31, 2020

​

​

Fiscal Year Ended January 31, 2019

​

​

Fiscal Year Ended January 31, 2018

​

Revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total revenues(1)

​

​

​

$

108,768

​

​

​

​

​

$

273,851

​

​

​

​

$

514,021

​

​

​

​

$

534,141

​

​

​

​

$

547,309

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of revenues

​

​

​

​

40,898

​

​

​

​

​

​

52,160

​

​

​

​

​

96,044

​

​

​

​

​

98,636

​

​

​

​

​

106,274

​

​

Content and software development

​

​

​

​

30,028

​

​

​

​

​

​

38,986

​

​

​

​

​

67,951

​

​

​

​

​

57,332

​

​

​

​

​

60,500

​

​

Selling and marketing

​

​

​

​

55,285

​

​

​

​

​

​

75,028

​

​

​

​

​

140,785

​

​

​

​

​

150,179

​

​

​

​

​

143,898

​

​

General and administrative

​

​

​

​

21,636

​

​

​

​

​

​

37,455

​

​

​

​

​

57,356

​

​

​

​

​

51,421

​

​

​

​

​

45,344

​

​

Recapitalization and transaction-related costs

​

​

​

​

15,928

​

​

​

​

​

​

32,099

​

​

​

​

​

16,244

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Amortization of intangible assets

​

​

​

​

39,824

​

​

​

​

​

​

34,378

​

​

​

​

​

96,359

​

​

​

​

​

151,752

​

​

​

​

​

194,739

​

​

Impairment of goodwill and intangible assets

​

​

​

​

—

​

​

​

​

​

​

332,376

​

​

​

​

​

440,598

​

​

​

​

​

16,094

​

​

​

​

​

—

​

​

Restructuring

​

​

​

​

4,341

​

​

​

​

​

​

1,179

​

​

​

​

​

1,900

​

​

​

​

​

2,073

​

​

​

​

​

2,524

​

​

Total operating expenses

​

​

​

​

207,940

​

​

​

​

​

​

603,661

​

​

​

​

​

917,237

​

​

​

​

​

527,487

​

​

​

​

​

553,279

​

​

Operating (loss) income

​

​

​

​

(99,172)

​

​

​

​

​

​

(329,810)

​

​

​

​

​

(403,216)

​

​

​

​

​

6,654

​

​

​

​

​

(5,970)

​

​

Interest expense, net

​

​

​

​

(19,936)

​

​

​

​

​

​

(168,236)

​

​

​

​

​

(429,657)

​

​

​

​

​

(395,842)

​

​

​

​

​

(346,186)

​

​

Reorganization items, net

​

​

​

​

—

​

​

​

​

​

​

3,329,245

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Other income (expense)

​

​

​

​

3,452

​

​

​

​

​

​

1,268

​

​

​

​

​

(5,120)

​

​

​

​

​

(5,624)

​

​

​

​

​

8,812

​

​

Loss before provision (benefit) for income taxes

​

​

​

​

(115,656)

​

​

​

​

​

​

2,832,467

​

​

​

​

​

(837,993)

​

​

​

​

​

(394,812)

​

​

​

​

​

(343,344)

​

​

Provision for income taxes

​

​

​

​

(21,934)

​

​

​

​

​

​

68,455

​

​

​

​

​

11,212

​

​

​

​

​

5,027

​

​

​

​

​

1,373

​

​

Net (loss) income

​

​

​

$

(93,722)

​

​

​

​

​

$

2,764,012

​

​

​

​

$

(849,205)

​

​

​

​

$

(399,839)

​

​

​

​

$

(344,717)

​

​

​

27

 

​

​

​

Successor

​

​

​

Predecessor

​

​

​

​

As of January 31, 2021

​

​

​

As of January 31,

​

​

​

​

2020

​

Cash and cash equivalents

​

​

​

$

71,479

​

​

​

​

​

$

18,799

​

​

Accounts receivable, net

​

​

​

​

179,784

​

​

​

​

​

​

193,024

​

​

Total current assets(1)

​

​

​

​

284,553

​

​

​

​

​

​

263,250

​

​

Accounts payable and accrued liabilities(1)(2)

​

​

​

​

66,925

​

​

​

​

​

​

68,790

​

​

Term loans and related-party debt and accrued interest

​

​

​

​

515,436

​

​

​

​

​

​

4,238,068

​

​

Total shareholder’s equity (deficit)

​

​

​

​

579,969

​

​

​

​

​

​

(2,761,744)

​

​

​

28

 

29

 

(amounts in thousands)	​	​	For the year ended December 31, 2020*				​
Total pro forma combined revenue(1)	​	​	​	$	532,137	​	​
Reversal of pro forma adjustments:	​	​	​	​	​	​	​
Skillsoft fresh-start reporting	​	​	​	​	32,502	​	​
Global Knowledge purchase accounting	​	​	​	​	6,932	​	​
Elimination of inter-company revenues	​	​	​	​	697	​	​
Plus impact of Skillsoft reorganization, primarily related to deferred revenue	​	​	​	​	91,686	​	​
Combined Adjusted revenue(3)	​	​	​	$	663,954	​	​
Skillsoft Adjusted Revenue(2)	​	​	​	$	474,305	​	​
Global Knowledge historical revenue	​	​	​	​	189,649	​	​
Combined Adjusted revenue(3)	​	​	​	$	663,954	​	​
Total pro forma combined net income(4)	​	​	​	$	2,520,072	​	​
Reversal of pro forma adjustments	​	​	​	​	(103,635)	​	​
Adjustments based on historical financial statements:(5)	​	​	​	​	(2,406,974)	​	​
Pro forma combined EBITDA(6)	​	​	​	$	9,463	​	​
Reversal of Churchill purchase accounting, as reflected in pro forma	​	​	​	​	18,673	​	​
Reversal of Skillsoft fresh-start reporting, as reflected in pro forma	​	​	​	​	25,972	​	​
Reversal of Skillsoft purchase accounting, as reflected in pro forma	​	​	​	​	12,600	​	​
Reversal of Global Knowledge purchase accounting, as reflected in pro forma	​	​	​	​	14,388	​	​
Plus other adjustments(7)	​	​	​	​	81,469	​	​
Combined Adjusted EBITDA(8)	​	​	​	$	162,565	​	​

​

30

 

​

​

​

Pro Forma Condensed Combined

​

(in thousands, except share and per share data)

​

​

No Redemptions(1)

​

​

Max Redemptions(2)

​

Summary Unaudited Pro Forma Condensed Combined Statement of Operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

$

532,137

​

​

​

​

$

532,137

​

​

Operating loss

​

​

​

​

(634,845)

​

​

​

​

​

(634,845)

​

​

Net income

​

​

​

$

2,520,072

​

​

​

​

$

2,520,072

​

​

Net earnings per share – basic and diluted

​

​

​

$

15.02

​

​

​

​

$

21.55

​

​

Weighted-average Class A shares outstanding – basic and diluted

​

​

​

​

167,750,000

​

​

​

​

​

116,962,159

​

​

Summary Unaudited Pro Forma Condensed Combined Balance Sheet:

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

Total current assets

​

​

​

$

832,998

​

​

​

​

$

320,041

​

​

Total assets

​

​

​

$

2,585,592

​

​

​

​

$

2,072,635

​

​

Total current liabilities

​

​

​

​

356,935

​

​

​

​

​

356,935

​

​

Total liabilities

​

​

​

$

1,257,443

​

​

​

​

$

1,257,443

​

​

Total stockholders’ equity

​

​

​

$

1,328,149

​

​

​

​

$

815,192

​

​

​

31

 

​

​

​

​

​

​

Skillsoft

​

​

Pro Forma Condensed Combined (2)

​

(in thousands, except share and per share data)

​

​

Churchill (1)

​

​

Skillsoft Predecessor (3)

​

​

Skillsoft Successor(4)

​

​

No Redemptions

​

​

Max Redemptions

​

As of and for the year ended December 31, 2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per share

​

​

$0.09 and $25.46

​

​

​

$

(32,665.91)

​

​

​

$143.46 and $181.87

​

​

​

$

0.01

​

​

​

​

$

0.01

​

​

Weighted average shares outstanding – basic and diluted

​

​

58,723,869 and 27,526,131

​

​

​

​

100,100

​

​

​

3,840,000 and 160,000

​

​

​

​

165,750,000

​

​

​

​

​

110,011,664

​

​

Net earnings (loss) per share – basic and diluted

​

​

$0.03 and $(2.68)

​

​

​

$

27,640.12

​

​

​

$(24.97) and $13.44

​

​

​

$

15.86

​

​

​

​

$

23.89

​

​

​

32

 

33

 

FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA

This joint proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Churchill, Skillsoft and Global Knowledge. These statements are based on the beliefs and assumptions of the management of Churchill, Skillsoft and Global Knowledge. Although Churchill, Skillsoft and Global Knowledge believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, none of Churchill, Skillsoft or Global Knowledge can assure you that any party will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this joint proxy statement/prospectus include, but are not limited to, statements about the ability of Churchill, Skillsoft and Global Knowledge prior to the Merger and the Global Knowledge Merger, and the Post-Combination Company following the Merger and the Global Knowledge Merger, to:

•

meet the closing conditions to the Merger, including approval by stockholders of Churchill and Skillsoft on the expected terms and schedule;

​

•

meet the closing conditions of the Global Knowledge Merger;

​

•

realize the benefits expected from the proposed Merger and the proposed Global Knowledge Merger;

​

•

attract, train and retain an effective sales force and other key personnel;

​

•

upgrade and maintain information technology systems;

​

•

acquire and protect intellectual property;

​

•

meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

​

•

enhance future operating and financial results;

​

•

comply with laws and regulations applicable to its business;

​

•

successfully defend litigation; and

​

•

successfully deploy the proceeds from the Merger.

​

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this joint proxy statement/prospectus, could affect the future results of Churchill and Skillsoft prior to the Merger, and the Post-Combination Company following the Merger and New Skillsoft following the Global Knowledge Merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this joint proxy statement/prospectus:

•

any delay in closing of the Merger or the Global Knowledge Merger;

​

•

risks related to disruption of management’s time from ongoing business operations due to the proposed transactions;

​

•

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;

​

 

34

 

•

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 develop new products;

​

•

a failure of our information technology infrastructure or any significant breach of security;

​

•

future regulatory, judicial and legislative changes in our industry;

​

•

the impact of natural disasters, public health crises, political crises, or other catastrophic events;

​

•

our ability to attract and retain key employees and qualified technical and sales personnel;

​

•

fluctuations in foreign currency exchange rates;

​

•

our ability to protect or obtain intellectual property rights;

​

•

our ability to raise additional capital;

​

•

the impact of our indebtedness on our financial position and operating flexibility; and

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our ability to successfully defend ourselves in legal proceedings.

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These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this joint proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this joint proxy statement/prospectus. The risks described under the heading“Risk Factors” are not exhaustive. Other sections of this joint proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Churchill and Skillsoft prior to the Merger, and the Post-Combination Company following the Merger and New Skillsoft following the Global Knowledge Merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Churchill or Skillsoft assess the impact of all such risk factors on the business of Churchill and Skillsoft prior to the Merger, and the Post-Combination Company following the Merger and the New Skillsoft following the Global Knowledge Merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to Churchill or Skillsoft or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Churchill and Skillsoft prior to the Merger, the Post-Combination Company following the Merger and New Skillsoft following the Global Knowledge Merger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect the beliefs and opinions of Churchill or Skillsoft, as applicable, on the relevant subject. These statements are based upon information available to Churchill or Skillsoft, as applicable, as of the date of this joint proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Churchill or Skillsoft, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Market, ranking and industry data used throughout this joint proxy statement/prospectus is based on the good faith estimates of Skillsoft’s management, which in turn are based upon Skillsoft’s management’s review of internal surveys, independent industry surveys and publications, and other third party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Skillsoft is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Skillsoft’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this joint proxy statement/prospectus.

 

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RISK FACTORS

You should carefully consider the following risk factors, together with the other information contained or incorporated by reference in this joint proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Merger and the proposals to be voted on at the Churchill Special Meeting or the Skillsoft Extraordinary General Meeting. The following risk factors apply to the businesses of Skillsoft, the operation of the business by Skillsoft and will also apply to the business and operations of the Post-Combination Company following the completion of the Merger. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Merger, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Skillsoft. You should carefully consider the following risk factors in addition to the other information included in this joint proxy statement/consent solicitation/prospectus, including matters addressed in the section entitled “Forward-Looking Statements; Market, Ranking and Other Industry Data”.

Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect Skillsoft’s or the combined company’s business, financial condition or results of operations or the price of Skillsoft’s ordinary shares following the consummation of the transactions contemplated by the Skillsoft Merger Agreement.

In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Operation of the Acquired Businesses

In this section, unless otherwise noted or the context otherwise requires, “we”, “us”, and “our” refer to Skillsoft.

The ongoing COVID-19 pandemic has impacted our business, operating results and financial condition, as well as the operations and financial performance of many of the customers and suppliers in industries that we serve. We are unable to predict the extent to which the pandemic and related effects will adversely impact our business operations, financial performance, results of operations, and financial position.

The COVID-19 pandemic has resulted in a widespread health crisis and numerous disease control measures are being taken to limit its spread.

The impact of the pandemic on our business has included or could in the future include:

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increases in operational expenses and other costs related to requirements implemented to mitigate the impact of the pandemic;

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adverse effects on economies and financial markets globally or in various markets throughout the world, potentially leading to a prolonged economic downturn or reductions in business spending, which may result in decreased net revenue, gross margins, or earnings and/or in increased expenses;

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reduced sales as a result of restrictions on travel, limiting the ability to stage in-person demonstrations, as well as prompting potential customers to defer purchase decisions given concerns over implementation of new solutions;

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workforce disruptions due to illness, quarantines, governmental actions, other restrictions, and/or the social distancing measures we have taken to mitigate the impact of the COVID-19 pandemic at certain of our locations around the world in an effort to protect the health and well-being of our employees and customers and of the communities in which we operate (including working from home, restricting the number of employees attending events or meetings in person, limiting the number of people in our offices at any one time, further restricting access to our facilities, suspending employee travel and the inability to meet in person with customers);

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the inability for customers to pay based on the impact of the COVID-19 pandemic on their businesses;

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adverse effects on employee productivity and performance if required to work remotely for an even longer period of time;

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increases in health and welfare program costs;

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the inability to procure the required equipment or services from partners and suppliers in a timely manner;

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requests from customers to reduce their spend with us as a result of workforce reductions that they have had to undertake;

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increased vulnerability to cyberattacks due to the significant number of employees working remotely; and

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our management team continuing to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce.

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The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted at this time. These impacts, individually or in the aggregate, could have a material and adverse effect on our business, results of operations and financial condition. Such effect may be exacerbated in the event the pandemic and the measures taken in response to it, and their effects, persist for an extended period of time, or if there is a resurgence of the outbreak. Under any of these circumstances, the resumption of normal business operations may be delayed or hampered by lingering effects of the COVID-19 pandemic on our operations, partners, and customers.

Failure of customers to fully adopt and migrate to our Percipio platform could result in lost revenue.

We developed Percipio, our intelligent online learning platform, to replace our legacy platform, Skillport. Successful migration of existing customers from Skillport to Percipio, is essential to our ability to maintain these customer relationships. As of January 31, 2021, approximately 63% of our customers either have agreements for Percipio-only access or for Dual Deployment (as defined below) access, representing approximately 75% of our total annual recurring revenue (ARR). Certain customers have only partially migrated to Percipio, and other customers continue to utilize our Skillport platform only. One reason customers have not migrated to the Percipio platform, partially or fully, is that the Percipio platform is not yet at feature parity with Skillport. While we expect Percipio to be at substantial parity with Skillport in 2021, including having completed integrations with applicable HCM partners, there can be no assurance that we will complete the required work or that once completed, we will be able to migrate those customers now on Skillport to Percipio. Given our intention to continue our focus and resources on our Percipio platform, it can be expected that we will lose customers that are unwilling to migrate to Percipio from Skillport over the next several years.

Failure to effectively retain, expand, and continue to increase the productivity of our direct sales teams and develop and expand our indirect sales channel may impede our growth.

We will need to continue to increase the productivity and enhance the efficiency and effectiveness of our sales and marketing infrastructure in order to grow our customer base and our business. Identifying, recruiting, and onboarding these people and partners will require significant time, expense, and attention. Our business will be seriously harmed and our financial resources will be wasted if our efforts do not generate a corresponding increase in revenue, and we may be required to sacrifice near-term growth and divert management time and attention in order to drive growth. In particular, if we are unable to successfully optimize our sales structure to strengthen core competencies, align incentives, improve retention, and grow new business, we may not be able to significantly increase our revenue, profitability, and/or free cash flows.

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our platforms may be perceived as insecure, we may lose existing customers or fail to attract new customers, our reputation may be harmed, and we may incur significant liabilities.

Unauthorized access to, or other security breaches of, our platforms or the other systems or networks used in our business, including those of our vendors, contractors, or those with which we have strategic relationships, could result in the loss, compromise or corruption of data, loss of business, reputational damage adversely affecting customer or investor confidence, regulatory investigations and orders, litigation,

 

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indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs for remediation, and other liabilities. We have cyber/professional liability insurance coverage for certain information security and privacy damages and claim expenses, but this coverage may be insufficient to compensate us for all liabilities that we may incur.

Our platform and the other systems or networks used in our business are also at risk for breaches as a result of third-party action, or employee, vendor, or contractor error or malfeasance. Security is one of the learning curricula we provide on our platform, which may cause our platform to be a target for hackers and others, and which may cause our brand, credibility, and reputation to be particularly sensitive to any security breaches. We have incurred and expect to continue to incur significant expenses to prevent security breaches, including deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants. However, since the techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until after they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately on our business.

Increased competition may result in decreased demand for our products and services, which may result in reduced revenue and gross profits and loss of market share.

The market for corporate learning and talent development solutions is highly fragmented, rapidly evolving and competitive. In addition to increased competition from new companies entering the market, established companies are entering the market through acquisitions of smaller companies, which directly compete with us, and this trend is expected to continue. We may also face competition from publishing companies, educational institutions, vendors of enterprise application software, and human resource outsourcers, including those vendors with whom we have formed development and marketing alliances. Our primary sources of direct competition are:

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third-party suppliers of instructor-led information technology, software development, compliance, business, leadership management, and professional skills education and training;

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enterprise software application providers with solutions they have developed to meet the needs of the human capital management;

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technology companies that offer learning courses covering their own technology products;

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suppliers of digital or distance learning solutions;

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free learning content;

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internal education and training departments and human resources outsourcers of potential customers;

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value-added resellers and network integrators; and

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educational institutions.

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Growing competition may result in price reductions, reduced revenue and gross profits, and loss of market share, any one of which would have a material adverse effect on our business. Current and potential competitors have and may have substantially greater financial, technical, sales, marketing and other resources, as well as greater name recognition, and we may face increasing price pressures from competitors as buyers demand more value for their learning and talent development budgets. Accordingly, we may be unable to provide digital learning and talent development solutions that compare favorably with new technology-led techniques, other interactive training software or human capital management platforms, or new learning solutions. Our future success will depend upon the extent to which we are able to develop and implement products which address emerging market requirements on a cost effective and timely basis. Product development is risky because it is difficult to foresee developments in technology, coordinate technical personnel, and identify and eliminate design flaws. Any significant delay in releasing new products could have a material adverse effect on the ultimate success of our products and could reduce sales of predecessor products.

 

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Emerging technologies also impact the competitive landscape for learning and talent development solutions. New content development methodologies and/or features and functionality that enhance the learner experience could adversely impact our ability to compete in the market. New market entrants that provide technologies that improve the content delivery and/or management of learning solutions could also increase the level of competition in the market. In addition, even if companies implement technology-based learning solutions, they may still choose to design, develop, deliver, or manage all or part of their learning and development programs internally. If the shift to technology-based learning is not realized, or if companies do not use the products and services of third parties to develop, deliver, or manage their learning and development needs, then some of our products and services may not achieve commercial success.

Lower priced solutions from competitors and access to free content will put pricing pressure on our solutions, and our ability to compete and maintain pricing will be dependent on our ability to differentiate our learning content and the learner experience our platform delivers.

New products introduced by us may not be successful.

An important part of our growth strategy is the continued development and enhancement of our existing offerings and the introduction of new learning content and the delivery of enhanced platform features and functionality. These activities can open new revenue streams, ensure the currency of our content portfolio, and support customer renewals and upgrades. Despite our efforts, we cannot assure you that we will be successful in updating and enhancing our current learning assets, developing and introducing new learning content, or delivering enhanced or new platform features and functionality, or that what we develop or introduce will be met with commercial acceptance. The failure to successfully introduce new, and enhance existing, learning content and platform functionality will not only hamper our growth prospects, but may also adversely impact our net income due to the development and marketing expenses associated with those offerings.

We depend on senior leadership to manage and operate the business, and if we fail to retain and attract highly qualified employees our business could be harmed.

Our success is largely dependent on the personal efforts and abilities of our senior management. Failure to retain these executives, both prior to and after the consummation of the Merger, or the loss of certain additional senior management personnel or other key employees, could have a material adverse effect on our business and future prospects. In addition, in connection with the Merger and the Global Knowledge Merger, we expect to undergo significant changes to our management team, including the appointment of a new chief executive officer at closing.

Ours is a global business, and our success is also dependent, in part, on our ability to attract and retain qualified sales, marketing, and operational personnel capable of supporting a larger and more diverse worldwide customer base. The loss of a significant number of our technology, content or sales personnel and their services could be disruptive to our development efforts or customer relationships. In addition, if any of our key employees joins a competitor or decides to otherwise compete with us, we may experience a material disruption of our operations and business strategy, which may cause us to lose customers or increase operating expenses and may divert our attention as we seek to recruit replacements for the departed employees.

We rely on third parties to provide us with learning content and subject matter expertise, and have content production relationships with third parties for our courses and learning content, and our relationships with these third parties may be terminated or fail to meet our requirements.

We rely on independent third parties and subject matter experts to provide us with some of the learning content for certain of our courses and learning assets based on learning objectives and specific instructional design templates which we develop. We also have arrangements with content development partners for the production of our learning courseware and other digital learning assets. If these group development partners and content providers/subject matter experts were to stop working with us, we cannot predict whether content would be available from reliable alternative sources or that we could enter into development partner relationships on reasonable terms and in a timely manner. In addition, our digital book

 

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collections rely on third-party publishers to provide the content that is in our digital book offerings. If one or more of these publishers were to terminate their license with us, we may not be able to find substitute publishers for such content or we may be forced to pay increased royalties to these publishers to continue our licenses with them.

In the event that we are unable to maintain or expand our current development relationships or enter into new development relationships, our operating results and financial condition could be materially adversely affected. In addition, the collaborative nature of the development process under these arrangements may result in longer development times and less control over the timing of delivery of certain product offerings. Our strategic partners may from time to time renegotiate the terms of their agreements with us, which could result in changes to the royalty or other economic terms, which could reduce our gross margins.

The partners we rely on as part of the production process and for content or subject matter expertise may compete with us, which could harm our results of operations. Our agreements with these third parties generally do not restrict them from developing content for our competitors or from competing directly with us.

Acquisitions, including the proposed acquisition of Global Knowledge, may not produce the benefits we anticipate and could harm our current operations.

One aspect of our business strategy is to pursue acquisitions of businesses or technologies that will contribute to our future growth. However, we may not be successful in identifying or consummating attractive acquisition opportunities. Moreover, any acquisitions we do consummate may not produce benefits commensurate with the purchase price we pay or our expectations for the acquisition. Finally, acquisitions involve numerous risks, including:

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difficulties in integrating the technologies, operations, business systems, financial controls, and personnel of the acquired company;

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failure to realize expected synergies or capture the value required for the acquisition to be successful;

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difficulties in retaining or transitioning customers and employees of the acquired company;

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diversion of management time and focus;

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the incurrence of unanticipated expenses associated with the acquisition or the assumption of unknown liabilities or unanticipated financial, accounting or other problems of the acquired company; and

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accounting charges related to the acquisition, including restructuring charges, transaction costs, write-offs of in-process research and development costs, and subsequent impairment charges relating to goodwill or other intangible assets acquired in the transaction.

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Our success is dependent on the reliability and consistent performance of our information systems and our Software as a Service (“SaaS”) infrastructure.

Our success is highly dependent on the consistent performance of our information systems and Internet infrastructure. If our SaaS environment fails for any reason or if it experiences any unscheduled downtimes, even for only a short period, our business and reputation could be materially harmed. We have in the past experienced performance problems and unscheduled downtime, and these problems could recur. We currently rely on third parties for proper functioning of computer infrastructure, delivery of our learning and talent development applications and the performance of our destination site. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, break-ins, earthquake, financial patterns of hosting providers and similar events. Any system failures could adversely affect customer usage of our solutions and user traffic results in any future quarters, which could adversely affect our revenue and operating results and harm our reputation with customers and commerce partners. The satisfactory performance, reliability, and availability of our website, computer infrastructure and learning platform are critical to our reputation and ability to attract and retain customers and commerce partners. We cannot accurately project the rate or timing of any increase in traffic to our website and, therefore, the integration and timing of any upgrades or enhancements required to facilitate any

 

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significant traffic increase to the website are uncertain. The failure to expand and upgrade our website or if we experience any system error, failure or extended down time, our business, reputation, financial condition or results of operations could be materially harmed.

Our quarterly operating results may fluctuate significantly, limiting your ability to evaluate historical financial results and increasing the likelihood that our results will fall below market analysts’ expectations.

Our operating results have historically fluctuated, and our operating results may in the future continue to fluctuate, as a result of factors, which include, without limitation:

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the period between our initial contact with a potential customer and the purchase of our products by that customer, which typically ranges from three to eighteen months or more;

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the size, timing and successful closing of new/renewal agreements and upgrades;

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the speed of the migration of existing customers to our new platform

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the announcement, introduction and acceptance of new products, product enhancements and technologies by us and our competitors;

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the mix of sales between our field sales force, our other direct sales channels and our telesales channels;

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general conditions in the U.S. and/or the international economy;

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the loss of significant customers;

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delays in availability of new products;

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product or service quality problems;

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seasonality — due to the budget and purchasing cycles of our customers, we expect order intake and billings will generally be strongest in the second half of our fiscal year and weakest in the first half of our fiscal year;