Filed by Churchill Capital Corp II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Churchill Capital Corp II Commission File No. 001-38960 Date: June 4, 2021 1 1 2 3 4 5 6 7 8 9 10 TRANSCRIPT OF JUNE 4, 2021 WEBINAR 11 DISCUSSION CONCERNING CHURCHILL CAPITAL CORP 12 II MERGER WITH SKILLSOFT 13 14 15 16 17 18 19 20 21 22 23 24 25 2 1 2 MR. JANNARONE: Good morning, 3 and thank you for joining. I'm John 4 Jannarone, the editor in chief of IPO 5 Edge. We have an exciting event 6 today with two great guests. While 7 the audience is populating, I would 8 just like to remind everyone that you 9 can very easily ask questions, and 10 that's what makes these events so fun 11 and interesting. 12 So you can do that most simply 13 through the portal there on Zoom, 14 alternatively, you can shoot an 15 e-mail to editor@ipo-edge.com. Today 16 we are going to have Jeff Tarr, the 17 CEO or the incoming CEO, I should 18 say, of Skillsoft along with Larry 19 Illg, who is the CEO of Prosus, 20 EdTech and Food, which is a very very 21 major investor in the company, which 22 is going to go public of course 23 through a merger in the SPAC 24 transaction. 25 I'd also like to point out that 3 1 2 if you miss part of the event today, 3 you can watch a replay, which we will 4 have up in just a couple of hours 5 later this afternoon, and I think 6 with that, it is time to introduce 7 Larry Illg, again, who is the CEO of 8 Prosus EdTech and Food. 9 Larry, thanks so much for 10 joining. 11 MR. ILLG: Thanks for having 12 me. 13 MR. JANNARONE: So, Larry, you 14 were in the news this week already. 15 So a lot of action for you at Prosus, 16 you've announced a big transaction, 17 almost $2 billion, a big EdTech 18 acquisition. But can you just 19 introduce Prosus for those who aren't 20 familiar, tell us what your firm does 21 and what you see going on in the 22 EdTech space. 23 MR. ILLG: Yes, absolutely. So 24 we're a global consumer internet 25 group and one of the world's leading 4 1 2 technology investors. We're listed 3 on the Euronet and are the largest 4 internet company in Europe, with the 5 market cap of, you know, 180, 190 6 billion. 7 People tend not to know our 8 group, because we don't operate 9 consumer brands, but you might know 10 some of the companies that we're 11 involved with. We typically invest 12 in high gross sectors, spanning 13 things like food delivery, online 14 classifieds, payment and Fintech, and 15 obviously, what we're here to talk 16 about today, EdTech. 17 And at EdTech, our portfolio 18 includes some brands, global brands 19 that folks may know, you know, 20 Brainly, Udemy, Biduce (ponetic), 21 Code Academy, you alluded to Stack 22 Overflow and, obviously, Skillsoft. 23 And all of these businesses serving a 24 variety of societal needs. 25 And stepping back from those 5 1 2 companies, you know, we -- broadly 3 speaking, we look to invest in 4 technologies to both transform big 5 societal needs. Our portfolio 6 companies already cover, roughly, a 7 fifth of the world's population. And 8 we see a path to double that as the 9 world continues to move online. 10 It's a transition that, 11 obviously, has been accelerated by 12 COVID. And we foster long-term 13 relationships with our portfolio 14 companies. Again, we don't put 15 ourselves in the front, but rather 16 win through them. We have a 17 long-term investing horizon and have 18 the scale and this long-term outlook 19 to support businesses throughout 20 their life cycle. 21 MR. JANNARONE: All right. 22 Great, so let's talk about Skillsoft 23 a little bit. What attracted you to 24 this business and what is so exciting 25 about it? 6 1 2 MR. ILLG: Yes, so you know, 3 it's, education, again, we've got 4 quite a few investments and a lot of 5 capital employees, it's a massive 6 opportunity. And I think the 7 interesting things about Skillsoft 8 itself, it really starts with the 9 presence in the relationship that 10 Skillsoft has with its enterprise 11 clients. 12 And these are very hard clients 13 to reach. And they have 14 relationships, really good strong 15 relationships that span decades, 16 longer than a lot of EdTech companies 17 have been in operation. They've got 18 deep relationships with the 19 enterprise that span that long. And 20 very strong leadership positions in 21 things like compliance training, 22 things like leadership development 23 training, and really emerging 24 presence, strong presence still in 25 tech & dev, as well as, you know, 7 1 2 the company has been doing a lot of 3 the right things. Specifically as it 4 relates to team and, you know, 5 pleased to get to know Jeff over the 6 recent, you know, months. And also 7 the technology platform in Percipio. 8 So I think there's a strong 9 foundation to build on, and also the 10 investments will accelerate growth in 11 the future. 12 MR. JANNARONE: Great. Now, of 13 course the investment is very sizable 14 that you're making, and, of course, 15 that's going to help the company as 16 it continues to grow. But are there 17 strategic advantages to having Prosus 18 as a partner? What kind of advice 19 can you give as you know your 20 perspective in the marked involved in 21 other companies. How does that help 22 Skillsoft? 23 MR. ILLG: Yeah, this is when 24 we're typically a pretty shy company 25 so we don't -- I've always rather 8 1 2 hopefully over time Jeff and the team 3 will learn more and more about us and 4 where we can help. I usually like 5 our entrepreneurs to talk positively 6 about us versus putting ourself at 7 the forefront. 8 But I can tell you what other 9 entrepreneurs in our portfolio have 10 talked about. And first, it helps to 11 have an anchored investor. It just 12 stabilizes the cap table and can also 13 -- we have a long horizon, and, you 14 know, we're not, you know, no 15 judgment on those who have a shorter 16 horizon or take training positions, 17 but that's not what we do. We're 18 thesis driven. We have big ambitions 19 for this, you know, ten trillion 20 dollar sector. 21 So we want to support companies 22 in building enduring businesses. And 23 what that means practically, I'll 24 point to two things that folks often 25 call out. 9 1 2 One will be just really mundane 3 things, not sexy things about 4 building companies but things that 5 matter to CEOs. We can help, as they 6 think about expansion with 7 recruitment, legal issues, tax 8 issues. Because we're not just an 9 investor, we are a global operator of 10 companies. 11 So it's unlikely that an 12 entrepreneur will see a problem that 13 we haven't addressed before, or we 14 can help point them to the right 15 talent. And then probably more 16 interesting is, you know, because we 17 play this role as an investor and 18 operator, we can see new technologies 19 and new opportunities as they emerge, 20 and we can help guide companies. 21 And so, you know, what I see 22 specifically with Skillsoft, 23 especially as they're moving down the 24 tech & dev angle, you know, as they 25 think about things like artificial 10 1 2 intelligence, you know, machine 3 learning, we've got those experts. 4 Either within our corporate layer or 5 within our portfolio of companies 6 that can help, you know, Jeff and 7 team as they navigate that space. 8 So that's -- those are some of 9 the big areas, but it's very -- it's 10 very situation dependant, and we 11 count on the companies themselves to 12 lead and tell us the help that they 13 might need as they build their 14 companies. 15 MR. JANNARONE: Great. We're 16 going to bring Jeff on in a second, 17 and then we're going to have the two 18 of you gentlemen together, and by the 19 way, please submit questions, again, 20 I see some coming in. We're going to 21 get to those in the second half of 22 the hour. 23 But before we do any of that, 24 let's watch a quick video here. My 25 co-editor here, Jared, is going to 11 1 2 play that, and it will show you a 3 little bit, give you an overview of 4 the business. 5 You know, as we were talking 6 about earlier, this is a company that 7 is not consumer basing exactly, 8 because your experience with them 9 would probably with your corporate 10 employer, but if you take a look at 11 this, it's going to play for us, 12 you'll see a little bit about the 13 technology. 14 (Video playing. ) 15 MR. JANNARONE: All right. 16 Thanks for us that, Jared. 17 And with that, I'm very happy 18 to introduce Jeff Tarr, who is the 19 incoming CEO of Skillsoft. 20 Thank you for joining us, Jeff. 21 MR. TARR: It's great to be 22 here with you, John. 23 MR. JANNARONE: So, Jeff, let's 24 talk a bit about your background. 25 You're not quite a CEO yet, you are 12 1 2 incoming, so tell us how you 3 discovered this company and why now? 4 What made you decide to make this 5 move? 6 MR. TARR: Terrific. This is 7 actually my fifth CEO role, my third 8 public company CEO assignment. And 9 the call came in, actually, over a 10 year ago, last May, from Michael 11 Klein and Jerre Stead, and as some of 12 you know, he's the CEO of Clarivate, 13 and I worked for him at his for many 14 years. 15 They called to explain this 16 opportunity to me, and I agreed to 17 jump in, roll up my sleeves and look 18 at it. 19 I had, I'll tell you, I had 20 four criteria, if I was going to take 21 on my fifth CEO job. Number one, I 22 was looking for a very large market 23 with secular tailwinds that would 24 allow us to build a very large 25 company. 13 1 2 Secondly, I was looking for a 3 business that was either an industry 4 leader or that I could transform 5 into, something I've done several 6 times in my career. 7 Thirdly, I was looking for a 8 business with a great business model. 9 Recurring revenue, operating 10 leverage, low capital intensity, high 11 free cash flow conversion. The kind 12 of business that when it grows, 13 creates a lot of value for share 14 owners; much as we did at IHS over 15 many years. 16 Fourthly, I was looking for a 17 company that when it succeeds will 18 make the world a better place. And 19 the reason I'm excited about that is 20 not only the social mission, but also 21 the opportunity to create the -- 22 connect the hearts and minds of team 23 members to a big purpose. 24 And what I find is that allows 25 me to recruit a higher caliber of 14 1 2 talent and people work harder and 3 deliver a better result for all share 4 owners. That's why I joined. 5 MR. JANNARONE: All right, 6 great. 7 Now, let's talk a little bit 8 about how the business works. Who 9 are your customers? Like I said, 10 this is not something I am going to 11 sign up for personally. Who are the 12 clients of Skillsoft? 13 MR. TARR: We served 70 percent 14 of the Global 1,000. So the largest 15 and most sophisticated companies in 16 the world have turned to Skillsoft 17 for many years to educate the 18 workforce. 19 MR. JANNARONE: Great. Let's 20 talk about the competitive landscape. 21 Who else is out there, you know, 22 there's LinkedIn Learning, some 23 other guys, how do you look at them 24 and why is Skillsoft in a better 25 position? 15 1 2 MR. TARR: Well, first and 3 foremost, we are the only digital 4 corporate learning player that plays 5 in all the major categories of 6 learning. 7 And by that I mean, leadership 8 and business skills, compliance in 9 technology training. Together those 10 comprise 80 percent of the spanning. 11 Our competitors all play in, 12 for the most part, just one of those 13 sectors. So we're in a unique 14 position to be the one stop shop for 15 the enterprise. 16 MR. JANNARONE: Great. You 17 know, let's bring Larry back in and 18 have both of you at the same time 19 here. Because I think Larry might 20 want to field some of these 21 questions, too. 22 Let as you talk about Churchill 23 Capital. You mentioned Michael 24 Klein, who of course we had as guest, 25 with some great fanfare recently 16 1 2 here, on our program. 3 Who is Churchill and what kind 4 of strategic benefits might they 5 bring in this transaction? And 6 Larry, you can take that one or Jeff, 7 either one of you. 8 MR. TARR: Why don't I start 9 and Larry might add to it. You know, 10 we both work with Churchill in a 11 different capacity over the course of 12 nearly a year now. 13 For me, you know, for me 14 Churchill starts with Michael Klein. 15 Michael was on the board of IHS. 16 He's one of the great investment 17 bankers and deal makers in the world. 18 Excuse me, I'm fighting off a bit of 19 Colorado allergies here. 20 So Michael is -- was 21 instrumental in putting this together 22 and to creating a great entry point 23 for investors. You know, the fact 24 that there's an opportunity now to 25 invest in Skillsoft combined with 17 1 2 Global Knowledge at multiples that 3 are a fraction of our peers is really 4 a testament to Michael and his team 5 at Churchill. 6 MR. JANNARONE: Great. Larry, 7 what is your view on Churchill? How 8 are they going to explain this 9 transaction and what do you like 10 about the folks there? 11 MR. ILLG: Yes, so, you know, 12 we got to know Michael, you know, 13 middle of last year, and really 14 started to compare notes about the 15 sector. And he introduced us, you 16 know, to the opportunity -- obviously 17 I've known Skillsoft for a long time, 18 and he introduced us to the 19 opportunity and I'd really gotten to 20 know Michael and his team over the 21 course of that last year. 22 And, you know, Jeff can speak 23 about it, you know, better than 24 anybody, but I think collectively the 25 three of us have really come together 18 1 2 to help think through the strategy 3 for the company. And not just with 4 regards to this specific transaction, 5 but how to think about the company 6 for the long term. 7 And those were some of the 8 things that -- what I think we found 9 very quick alignment around the, not 10 just the sector potential but just 11 the wonderful starting point that is 12 Skillsoft and what can be built from 13 here. 14 MR. TARR: And what I've really 15 valued is this collaboration between 16 Prosus and Churchill and the incoming 17 management team at Skillsoft. 18 Because what we've done is 19 together crafted the strategy to 20 create the unrivaled leader in 21 corporate digital learning, and that 22 includes aligning on a pipeline for 23 M&A partnership opportunities to 24 expand our business, to deliver more 25 value to customers and drive growth. 19 1 2 We've done that together and 3 that's going to allow us to hit the 4 ground running, how to close, and to 5 keep running fast. 6 MR. JANNARONE: Great. Larry, 7 I want to ask you a quick question 8 about valuation. You know, in the 9 SPAC landscape right now, of course a 10 lot of companies have had a tough 11 time because you're basing valuations 12 on revenue that are several years 13 out. 14 What I like and found 15 interesting about this business is 16 it's very profitable right now. So 17 can you tell us how you look at it in 18 terms of valuation? 19 MR. ILLG: Yeah, I guess this 20 is a unique transaction on a couple 21 of dimensions, right? You're looking 22 at, you know, a cash generative asset 23 and meaningfully so and at a large 24 scale on the EdTech space. So ignore 25 the SPAC piece for a moment, just 20 1 2 within EdTech this is in many ways a 3 unicorn on that dimension, you know, 4 meaningful revenue, meaningful cash 5 flow. But also on a SPAC context. 6 This is not, you know, sort of fly by 7 night, you know, futuristic 8 technology. 9 This is a company that is here 10 and now, that happens to be going 11 public via SPAC. And I think that's 12 an important bit of context here to 13 sift through all the noise around a 14 SPAC market these days and say, look, 15 what you have here at the core is a 16 very strong asset. And I think folks 17 are going to see this once it 18 actually goes to market. 19 MR. JANNARONE: That's great. 20 Jeff, let's dig into some of the nuts 21 and bolts of the business itself. 22 Can you talk to us about 23 Percipio and why it's important? 24 MR. TARR: Sure. Percipio is 25 the platform that delivers our 21 1 2 content. So if you think about your 3 experience with Netflix, there's two 4 major components as a consumer. 5 There's the content and there's the 6 delivery platform. 7 Percipio is our delivery 8 platform. It is best in class, it is 9 driven by AI, it creates a really 10 powerful and engaging learning 11 experience. 12 MR. JANNARONE: That's great. 13 Now, of course, Global 14 Knowledge is part of this 15 transaction, too. 16 Can you talk about why Global 17 Knowledge is a good fit for you guys? 18 MR. TARR: Sure. And let me, 19 you know, let me as we're talking 20 about Global Knowledge, there are a 21 couple of key drivers of growth in 22 this business. One of them you 23 referred to as Percipio. 24 Because as we're moving from an 25 old platform to a new platform, that 22 1 2 is proven to be a tremendous catalyst 3 for growth. And the Percipio part of 4 our business is growing at double 5 digits. 6 MR. JANNARONE: Got you. 7 MR. TARR: Similarly, Global 8 Knowledge is adding to the growth of 9 the business and not just inorganic 10 growth in what is a highly creative 11 transaction, but it's also the fact 12 that Global Knowledge is the leading 13 delivery -- it's the leading provider 14 of authorized training in the tech 15 & dev role. 16 And when we add that to 17 Skillsoft's tech & dev business, we 18 have, what I believe, will be the 19 number one tech & dev training 20 offering in the world. And that's 21 going to give us an opportunity to 22 participate more fully and drive 23 growth in what is the fastest growing 24 segment of our market. 25 MR. JANNARONE: Terrific. 23 1 2 Jeff, something I just thought of 3 when we spoke a couple of months ago, 4 we discussed your content library. 5 And as a media guy, I know that 6 content is king. 7 Can you tell us a bit about 8 that, and you've invested a lot of 9 money in it, and do your clients 10 prefer that content versus other 11 content that you might buy? 12 MR. TARR: Yes. We have a 13 180,000 learning assets in our 14 portfolio. 30 percent of those are 15 proprietary, developed by us in our 16 own studios with our own talent. And 17 that 30 percent drives 90 percent of 18 the usage on the platform. 19 Now, why does it drive 90 20 percent of the usage on the platform, 21 it's because it's better. It's 22 because we've developed this -- this 23 learning content, using a proven 24 methodology validated by MIT. And 25 it's a methodology that's really 24 1 2 designed for the way people learn 3 online today. 4 So to give you an example, most 5 online learning today is really 6 45-to-90-minute lectures put online. 7 And if you've ever tried to sit 8 through one of those, it's really 9 tough, and then try to sit through 10 five or six of them in a row to 11 complete a class, almost impossible. 12 Almost no one completes that kind of 13 learning. 14 Our learning are three to five 15 minute segments of learning, highly 16 compelling, linked together, either 17 curated by our experts or through AI, 18 and interspersed with assessments, 19 interspersed with badges. So it 20 creates what we call a spiral 21 learning journey, truly compelling, 22 truly immersive, and I have to say 23 addictive. And when I use that word 24 cautiously, but addictive when it 25 comes to learning is a good thing. 25 1 2 MR. JANNARONE: I have to 3 agree. 4 So let's talk about your 5 organic growth. We'll get to M&A 6 later. 7 So Jeff, there's a term you 8 used which I like, hunter is your 9 sales force. Tell us how you go out 10 -- you already got 70 percent of 11 fortune 1,000, but you're going for 12 the other 30. So tell us how that -- 13 tell us about the plan attack. 14 MR. TARR: So this is really 15 exciting. The company historically 16 has had a -- is more focused on 17 renewing business and selling new 18 business. There wasn't a dedicated 19 enterprise team focused on acquiring 20 new customers, on selling to new 21 logos. 22 And so we're in the process of 23 standing up a brand new team focused 24 on customer acquisition. The company 25 has hired nearly 30 customer 26 1 2 acquisition reps that are great 3 hunters, great salespeople. They're 4 building their book of business and 5 we expect, by the time we get to the 6 end of the year, they will be 7 productive in driving meaningful 8 growth. 9 MR. JANNARONE: Terrific. Now, 10 what about having existing clients 11 purchase more? Can you cross sell, 12 can you introduce them to things that 13 they don't even know about that they 14 might need? 15 MR. TARR: Well, that's the 16 power of this platform. As I 17 mentioned earlier, we're the only 18 player in all three major categories 19 of corporate digital learning. That 20 gives us an opportunity to cross 21 sell, which drives growth. 22 But it's more than just the 23 obvious buy more product, generate 24 more revenue. What we found is when 25 customers buy across our entire 27 1 2 product line, we get higher 3 retention. 22 percentage points of 4 higher dollar retention. 5 That's really exciting and 6 gives us a competitive advantage in 7 driving higher retention rates than 8 our competitors. 9 MR. JANNARONE: Great. Now, 10 Jeff, one thing has changed since we 11 spoke a couple of months back, is 12 your reported results. And I think 13 they were good. Can you tell us a 14 little about that? Or Larry can, 15 either one of you. You might want to 16 give Jeff a break, he's got a cough. 17 MR. ILLG: This is Jeff's 18 domain, he did the work here. 19 MR. TARR: You know what, we're 20 really proud of the results of the 21 combined Skillsoft and Global 22 Knowledge. Together across the two 23 businesses on a pro forma basis, we 24 outperformed top line and bottom line 25 in the -- for the year. 28 1 2 And so we came in with revenue 3 that was higher than estimates or 4 intake that was higher than 5 estimates, and EBITDA that was at the 6 very top of our estimates that we 7 announced in October when we 8 announced the deal. 9 So this is a business that has 10 only gotten better since we announced 11 the transaction back in October. 12 MR. JANNARONE: Great. You 13 know, I've got a question about COVID 14 and this transition from physical 15 learning and classrooms to digital. 16 Did COVID accelerate that and, 17 you know, are people ever going to 18 want to go back and sit in an 19 auditorium? I mean, I remember some 20 of the corporate experiences I had, 21 which were in person back in the day, 22 but are those days gone forever? Is 23 it all digital now? 24 MR. TARR: Look, it's -- I 25 believe, and Larry, I know, has a 29 1 2 perspective, too, from Prosus to make 3 comment. 4 This is a trend that's moved 5 from classroom first to digital 6 first. And corporate digital 7 learning has been a trend that's been 8 moving forward for a while. COVID 9 was an accelerator. At the beginning 10 of COVID corporate universities which 11 is really how large enterprises would 12 traditionally deliver training shut 13 down. Many of them if not most of 14 them will never reopen. And the job 15 of the learning development 16 professional inside the enterprise i 17 believe and our research tells us has 18 permanently changed from, that job 19 used to be about taking care of the 20 corporate university and now it's 21 primarily about taking care of the 22 talent inside the enterprise, 23 upskilling and reskilling. And 24 Skillsoft is perfectly positioned to 25 take advantage of that trend. 30 1 2 MR. JANNARONE: Terrific. 3 MR. ILLG: Yeah, and I can -- 4 MR. TARR: Yeah, it would be 5 great to -- I know Larry has this 6 industry wide perspective on this 7 question. I really for the most part 8 see it through Skillsoft. 9 MR. ILLG: This is one of the 10 things that Jeff and I talked about a 11 lot actually. This is hopefully one 12 of the lenses that we could bring to 13 the company. So we see big sectors 14 like this globally. And if you think 15 about EdTech broadly speaking, so 16 even beyond the enterprise, this has 17 been a generational tailwind for the 18 sector. But it's not that even, 19 right, and as the father of two young 20 children, the sector of EdTech that 21 is experiencing the biggest tailwind 22 has been K to 12 where we see -- you 23 see a lens maybe 15, 20 years in the 24 future, how much demand has been 25 brought forward. 31 1 2 Now, thankfully in my case, I 3 hope it doesn't all stick, I look 4 forward to my kids being back in 5 class full time, those businesses 6 will see once hopefully we're on the 7 other side of COVID globally, you'll 8 see a decrease in the rate of growth. 9 You'll see some of these businesses 10 -- it's great, you've got this lens 11 on in the future and they're going to 12 shrink once the world opens up again. 13 With a lot of the -- similar 14 story, a lot of demand being brought 15 forward and especially in the case 16 where, frankly, it's the crossover 17 into what I would call edutainment. 18 Right? You get a little bored with 19 Netflix, you start learning other 20 things. Finding ways to pass your 21 time. Some of that demand is going 22 to fall away. 23 What's been interesting and 24 what we observed globally is very 25 consistent with what Jeff's 32 1 2 experience with Skillsoft, is 3 corporate training has been on this 4 steady journey where online is taking 5 share of offline. 6 It's been an accelerant, but 7 it's not the kind of step changing 8 demand that I would expect to go 9 back. It's just more people are 10 seeing the online version of these 11 products and embracing them. 12 MR. JANNARONE: All right. 13 Thank you, Larry. 14 Now, I see lots of questions 15 coming in. But before we get to the 16 audience here, let's talk about M&A. 17 So very very strong organic growth 18 story, Jeff, you just outlined. But 19 tell us about the industry. Is it 20 fragmented or are there creative 21 acquisition opportunities? And is 22 your balance sheet in a good position 23 to go out and hunt for deals? 24 MR. TARR: This is an 25 extraordinarily fragmented industry. 33 1 2 I've never seen a more fragmented 3 industry, and this is one Larry I 4 talk about all the time. I don't 5 think you've seen a more fragmented 6 industry either. 7 MR. ILLG: Yes. 8 MR. TARR: Yes, there's a huge 9 number of targets available to us. 10 But it's more than just the number of 11 targets. We're coming at this with a 12 very strong number of balance sheet. 13 We have a de-SPAC coming up, and we 14 believe that we'll exit that with the 15 strongest balance sheet out there to 16 go and drive acquisitions. 17 But it's more than just a 18 balance sheet. It's also the 19 platform. The Percipio platform is 20 designed to integrate third-party 21 content and technology. And so that 22 allows us to integrate acquisitions 23 very easily. 24 Our customer base of 70 percent 25 of the Global 1,000 supported by a 34 1 2 600-person sales organization, allows 3 us to take these companies and put 4 them on our platform, sell them to 5 our sales force, and dramatically 6 expand their business. 7 That is really powerful from a 8 shared value creation perspective. 9 MR. JANNARONE: Great. I just 10 want to note one thing. You 11 mentioned the de-SPAC, it's important 12 for all shareholders to vote. This 13 is something we like to remind 14 everyone. Even if you're an 15 individual investor and you only have 16 a few shares, they really can add up. 17 So the easiest way to do that, 18 of course, is to go to your online 19 broker and if you have any trouble, 20 you can call your broker. 21 Let's dig back into this M&A a 22 little more and start with some 23 audience questions. 24 So, Jeff, can you give us a 25 little bit more color. Someone is 35 1 2 asking, can you flesh out the 3 acquisition strategy a bit more in 4 determines of focus, size, are you 5 looking for small bites or the big 6 guys opportunity to go after? 7 MR. TARR: The answer is both. 8 So I'm looking to build a sort of 9 cadence of regular built-on 10 acquisitions. Order of magnitude, 11 you know, I'd love to see us do one 12 or two a quarter, that will take us a 13 little while to build up to that. 14 There's a lot of targets out there. 15 Then I would see us also 16 looking at some of the larger 17 acquisitions. And, you know, one a 18 year, that would be great, if we can 19 pull that off. Excuse me, and these 20 companies we believe will be content 21 business, learning content assets, 22 and best to bring learning technology 23 that we can add to our platform and 24 our business. 25 Now, the other point I want to 36 1 2 make on this is, our customers are 3 asking for us to do this. The fact 4 that the industry is so fragmented 5 has created quite a chaotic buying 6 environment. And what I'm hearing 7 from customers is, they need someone 8 like Skillsoft, and we're the most 9 logical player to help them make 10 sense of the industry and build out 11 that much stock shop to a greater 12 degree. 13 MR. JANNARONE: Great. In 14 regard to acquisitions, and, Larry, 15 feel free to jump in here, too, I 16 mean, the deal we talked about 17 earlier this week, so Larry is a deal 18 guy as well. 19 Are these going to be done in 20 cash, stock, combination, and can you 21 get them at valuations where they're 22 immediately accreted to earnings? 23 MR. ILLG: I think picking up 24 where Jeff just left off, I think for 25 the sectors that we look at in terms 37 1 2 of education of this intersection of 3 a massive cam and unbelievably 4 fragmented. So I think it allows us, 5 presents a lot of opportunity and 6 there's also a lot of things to look 7 at. And we have to be very 8 thoughtful about getting the right 9 businesses and the right content, the 10 right product and at good values. 11 And, hopefully, this is one of 12 the bits of value that we bring to 13 Jeff and team. 14 We see all the deals in this 15 space, and we can help Jeff and team 16 sift through and figure out which 17 ones are right for Skillsoft. 18 And the form that that takes, I 19 mean, I don't want to speak for Jeff, 20 but from my perspective you sold that 21 last. Let's make sure we're meeting 22 the right companies at the right 23 prices, and then figure out the right 24 way to engage. And it doesn't always 25 have to be outright -- one of the 38 1 2 things that drew us to Skillsoft is 3 this unique position that it has in 4 the enterprise learning landscape. 5 There are lots of companies 6 that want to partner with somebody 7 that has access to 70 percent of the 8 Global Fortune 1,000. So you don't 9 have to acquire them, as evidenced by 10 how, you know, Jeff has brought a lot 11 of content, and Jeff's team brought a 12 lot of content into the platform. 13 You can do it through commercial 14 partnerships, you don't have to buy 15 everything, but there are a lot of 16 interesting assets out there to buy. 17 MR. JANNARONE: That's a really 18 interesting point. Someone is asking 19 -- and let's stick with Larry for a 20 little bit longer here. 21 Someone is very familiar with 22 your other assets, asking about 23 Brainly, Code Academy. Is there a 24 way that we can think about Skillsoft 25 working in conjunction with some of 39 1 2 those other portfolio companies? 3 MR. ILLG: Yes, you know, often 4 people give us too much credit for 5 being, you know, visionary in how we 6 might want to -- this is a massive 7 statement, and we tend to talk about 8 education like it's monolithic, 9 right? 10 This is -- ten years, this will 11 be a ten trillion dollar sector of 12 the global economy. The idea that 13 there is going to be one winner here 14 and somehow you can put all these 15 pieces together, you know, I'd love 16 to be the person who did that, but I 17 think that would be naive. 18 The space is very local. And 19 there is -- we look for -- we look to 20 get involved with businesses, with a 21 long run way ahead, and one that is 22 occupying primary real estate. And I 23 would -- as we just discussed, I 24 would very much put Skillsoft in that 25 camp, and what we try to do is, if we 40 1 2 get a lot of the key assets in our 3 stable then invariably partnership 4 opportunities emerge and we don't 5 have to orchestrate them. We just 6 put the right people in the room 7 together and frankly when we 8 announced that we were getting 9 involved with Skillsoft, when I had 10 spoken to our other EdTech companies 11 and even our companies beyond EdTech 12 that were interested in their 13 products, they said, when can we talk 14 to the team? How can we get involved 15 with them? And it's not something 16 that I have to put together. It's 17 just creating environment. In many 18 ways it's like putting a party 19 together. It's getting the right 20 people in the room together and 21 having them figure it out. 22 MR. JANNARONE: Great. I want 23 to ask you about international 24 opportunities. You know, we might be 25 thinking about -- how does that work, 41 1 2 when you think about something like 3 Netflix, I might be able to watch a 4 movie here, but I can't watch it in 5 the U.K. or whatever. Do you -- I 6 guess owning your content means you 7 can take it anywhere. Can you shed 8 some light on that, Jeff? 9 MR. TARR: It's multilingual. 10 To serve global enterprise, you have 11 to have a lot of language capability 12 and that's how -- that's an advantage 13 of ours. 14 Now, 75 percent of the revenue 15 today is U.S., 25 percent is outside 16 the U.S., primarily Europe. We see 17 APAC, Latin America, Africa as big 18 opportunities and opportunities that 19 we believe Prosus is going to help us 20 accelerate in our efforts to 21 penetrate given Prosus' footprint and 22 capability. 23 MR. ILLG: Yes, just to build 24 on that. That was one of the things, 25 learning -- 80, 90 percent of 42 1 2 learning is the same around the 3 world. There's a lot of richness in 4 that last 10 or 20 percent, right? 5 How -- language is an obvious one. 6 How you deliver content to low 7 bandwidth environments, how you might 8 process payments. Sort of the more 9 mundane things about business 10 operations are things where with the 11 quality of the content that Skillsoft 12 has, we can help, sort of, surface 13 some of those international 14 opportunities because, you know, our 15 -- we consider our birthright to be 16 outside of the western markets. So 17 that's turf that we know very very 18 well. 19 MR. JANNARONE: Great. Quick 20 technical question here, someone is 21 asking when the ticker is going to 22 change. And the answer is pretty 23 shortly after the special meeting. 24 And I'm not sure what that date is. 25 MR. TARR: Look, we've targeted 43 1 2 June 11th as the close date, and so 3 we would expect by Monday we're 4 trading as -- that Monday, so June 5 14th trading as SKIL. So that's the 6 plan. 7 MR. JANNARONE: All right. 8 Great. Let's see here. Someone is 9 asking about -- someone is asking 10 about, oh, augmented reality. So is 11 there potential to do AR stuff. I 12 mean, you know, we've showed a little 13 demo there, you know, this is a 14 software platform, but is that part 15 of the plan in the future, Jeff? 16 MR. TARR: There sure is. 17 We've already been working and 18 speaking with one of the leading 19 players in AR and VR, and we expect 20 that that will over time become 21 meaningful, and that's for both 22 specific skills training, but also 23 there's research that shows that with 24 AR and VR, you're able to create more 25 of an empathetic response in the 44 1 2 learner, which is super powerful when 3 it comes to, for example, training in 4 diversity equity inclusion and 5 belonging, which is an important part 6 of our offering. 7 MR. JANNARONE: Jeff, I think 8 you talked to me about something I 9 found very interesting. You're able 10 to recommend different programs and 11 courses, right? If someone does one 12 or goes to the next one, can you tell 13 me how that works? 14 MR. TARR: It works like your 15 experience with Netflix. So based on 16 the learner's individual profile, our 17 AI engine takes the data from 18 serving, you know, currently 45 19 million learners, you know, the 20 number is huge over time, vastly 21 larger than that. And taking that 22 data and recommending learning. 23 And what's really powerful 24 about that, take -- I talked earlier 25 about the fact that we're in multiple 45 1 2 categories of learning. So the 3 learner's experience with us often 4 starts with compliance training. 5 That's mandatory. 6 So every learner in the 7 company, every employee in the 8 company, will take our compliance 9 training. And from there, based on 10 their individual profile, we're able 11 to recommend learning for them that's 12 not compliance, but will help them 13 improve their skills, advance their 14 careers, earn more money, be more 15 successful in what they're trying to 16 do, and that's all driven by our AI 17 engine. 18 MR. JANNARONE: Great. There's 19 a question here, I think you touched 20 on this, Larry, but just to clarify, 21 someone is asking if, you know, we 22 talked about these different assets 23 working together, they are distinct 24 and separate assets, right? So 25 there's not a plan to combine them 46 1 2 all, right? 3 MR. ILLG: These are, you know, 4 as I mentioned before, we allow the 5 companies and entrepreneurs to follow 6 their own journey. And this is not, 7 you know, we have different levels of 8 participation in the companies that 9 we're involved with, right? We 10 announced 100 percent acquisition of 11 Stack Overflow, which is very 12 different than the holding we have in 13 the other companies. And we allow 14 them -- we hope to accelerate them on 15 their own journeys, and if 16 opportunities to work together 17 emerge, again, it's something that we 18 allow the companies themselves to 19 figure out. 20 Of course, we see shots, and we 21 might introduce ideas for 22 collaboration, but there's no 23 stalking entrepreneurship. Right? 24 When we announced the Stack 25 Overflow deal, and, you know, Jeff 47 1 2 knows folks of that company, he can 3 immediately point to opportunities to 4 work together. And so you don't -- 5 you don't have to force the action. 6 A lot of times the action just 7 happens naturally. 8 MR. TARR: It sure helps that 9 Prosus investment facilitates that. 10 And creates an environment where the 11 prior relationships and the 12 industrial logic of the partnership 13 are dramatically accelerated by being 14 in that portfolio. 15 MR. ILLG: That's exactly 16 right. I think when it comes down to 17 that first meeting between 18 entrepreneurs, they can trust that 19 they have, you know, people with 20 common interests behind them. 21 Again, it's up to each of the 22 respective CEOs to set the course for 23 their company, but it helps when you 24 have shared interests in the 25 background. 48 1 2 MR. JANNARONE: Great. Jeff, I 3 really like that comparison to 4 Netflix in suggesting, you know, 5 different movies, different courses. 6 You're getting a lot of data 7 from individuals. Can you use that 8 data? Is it valuable to the 9 business? And then I have to ask, 10 what steps are you taking to insure 11 there aren't privacy issues? 12 MR. TARR: So first of all, the 13 data is anonymized. We're not 14 looking at, you know -- we're not 15 studying what you are actually being 16 trained in. But in terms of making 17 those decisions, for example, I 18 mentioned earlier that 30 percent of 19 the content assets are proprietary, 20 developed by us. But that drives 90 21 percent of the usage. 22 The data on -- the usage data 23 allows us to make that decision. 24 What are we going to create? What 25 are we going to license? What do we 49 1 2 do to make the learning more 3 compelling? Okay? Here's a course 4 that had 90 percent completion rate, 5 and here's a course that had a 50 6 percent completion rate. And we can 7 study the differences and improve on 8 the course with the lower completion 9 rate. 10 So that data massively is 11 valuable for the company to create 12 the future of the product and then 13 for the individual -- the individual 14 benefits from tailored 15 recommendations that are generated by 16 the algorithms, the AI algorithms, 17 based on that learner's profile and 18 based on that learner's learning 19 history. 20 MR. ILLG: If I can build on 21 the back of that. That is one of the 22 themes that we've seen broadly with 23 EdTech, I think Skillsoft is very 24 well positioned and Jeff explained 25 that very well. From the company's 50 1 2 perspective, you end up in this world 3 where scale begets scale. Right? 4 They have insights to so many 5 different learners and can understand 6 what the learning journey should look 7 like, and also where there might be 8 content gaps that they can fill. 9 From the student perspective, 10 and I think this is important in 11 terms of how EdTech is transforming 12 education. 13 One of the hardest challenges 14 that folks encounter in online 15 learning is knowing where to go, and 16 knowing where they've made progress, 17 right? For all of us, you know, in 18 high school and college, at the end 19 of your freshman year, it was safe to 20 assume you were plus or minus 25 21 percent along the way of your 22 journey. 23 In online learning especially 24 in stackable, understanding that 25 roadmap is hard, and that's where a 51 1 2 company like Skillsoft can help shape 3 the learner's journey, and show you 4 where you're making progress and 5 point you in the right direction 6 versus people who have a more narrow 7 sense of content. 8 MR. JANNARONE: Great. Jeff, 9 we have a couple of questions coming 10 in about SumTotal. Can you talk to 11 us a little more about that? I think 12 we have two or three questions about 13 how it fits into the company's 14 broader strategy. 15 MR. TARR: Super. SumTotal 16 was our acquisition the company did a 17 number of years ago. It is a 18 learning management system. So 19 different than the content business 20 we've been talking about. 21 It's the software that the 22 enterprise uses to manage a range of 23 learning management processes. And 24 it's focused on highly regulated 25 industries. 52 1 2 So it's a good product, it's a 3 good business, it's not integrated 4 with the rest of our business today. 5 It operates largely on a standalone 6 basis, and it serves a blue-chip list 7 of customers. 8 MR. JANNARONE: Great. Jeff, 9 the question that I asked you when we 10 spoke before, that I think is 11 relevant to folks who aren't familiar 12 with the industry, I first thought of 13 online universities. 14 Tell us just quickly how your 15 business is not like those. Because 16 those are fraught with regulatory 17 problems, right, because sometimes 18 they got trouble with progressive 19 sale tactics. 20 MR. TARR: So what you're 21 talking about is online degree 22 programs -- 23 MR. JANNARONE: Yes. 24 MR. TARR: -- that sell online. 25 We have nothing to do with that 53 1 2 industry in terms of, that's not what 3 we do. We sell to the enterprise. 4 These aren't degree programs. They 5 are powerful learning programs for 6 employees. So completely different 7 business. 8 MR. JANNARONE: Someone is 9 asking about Global Knowledge. I 10 feel like we've been talking a lot 11 about Skillsoft. Someone is asking, 12 does the acquisition involve every 13 Global Knowledge country and 14 franchise or select ones? The whole 15 thing? 16 MR. TARR: We're acquiring the 17 entirety of the Global Knowledge and 18 excited about integrating that into 19 the portfolio. 20 MR. JANNARONE: Great. If it's 21 okay, someone is asking about a 22 specific competitor, Coursera. Can 23 you tell us how you're different from 24 them? 25 MR. TARR: Look, Coursera is a 54 1 2 good company. I actually am one of 3 their learners, I took one of their 4 classes back in 2017. 5 It's a good business, primarily 6 consumer oriented. Primarily longer 7 form, so university classes, 45 8 minute, 90-minute lectures online. 9 They have a small but growing 10 enterprise business. Good company. 11 We are entirely enterprise. We 12 are entirely, you know, developed for 13 more the needs of the enterprise, and 14 short form, you know, five -- three, 15 four, five, six-minute learning 16 modules strung together to create a 17 spiral learning journey developed for 18 online. 19 So it's a different business. 20 They are, you know, we do integrate 21 Coursera into Percipio, so if an 22 enterprise customer would like to 23 access Corsara through us, they can. 24 MR. JANNARONE: That's an 25 interesting point. 55 1 2 Another sort of competitive 3 question here, someone mentioned that 4 you use NexTech labs, but Pluralsight 5 acquired them. Does that cause any 6 problems for you or is that going to 7 work out smoothly? 8 MR. TARR: We have multiple lab 9 vendors and multiple labs partners. 10 So I'm not going to comment on any 11 specific, you know, partner. We have 12 a very powerful labs offering that we 13 put together and labs are a very 14 important part of what we do. 15 MR. JANNARONE: Great. Someone 16 is asking about the sales force once 17 again. The hunters. I believe there 18 are 30 of them, but someone is 19 asking, how many are there, and what 20 is the broad incentive structure for 21 those guys and gals? 22 MR. TARR: So 30 inside of 23 Skillsoft focused on the enterprise. 24 More Global Knowledge, more in our 25 inside sales organization focused on 56 1 2 SMB. And, you know, their incentive 3 is to go close business. 4 MR. JANNARONE: Got you. 5 Oh, someone is asking again 6 about Global Knowledge. When you 7 think about Global Knowledge, you 8 know, we're talking about all these 9 digital efforts. Is Global Knowledge 10 set up in the same way and are the 11 two going to mesh together pretty 12 well, when you're talking about these 13 issues, we should really think about 14 them as a combined business? 15 MR. TARR: You should think of 16 them as a combined business. Global 17 Knowledge is primarily authorized 18 training from leading IT hardware and 19 software vendors in the world. 20 So the way to think about 21 Global Knowledge is, you are an IT 22 organization, technology 23 organization, you are rolling out a 24 new systo-technology or a new 25 technology from red hat or you're 57 1 2 moving to the cloud with AWS. You 3 could train your workforce. That's 4 what Global Knowledge does. 5 MR. JANNARONE: Great. 6 MR. TARR: Skillsoft is -- 7 we've spent time on Skillsoft, but 8 put the two together and you have 9 what believe leading tech & dev 10 offer. 11 MR. JANNARONE: This looks like 12 kind of a tough question but I think 13 a fair one. 14 Skillsoft ran into some 15 trouble, can we be assured that that 16 in the past and those issued have 17 been addressed? 18 MR. TARR: Look, Skillsoft was 19 over-levered. With this transaction, 20 we will have a very strong balance 21 sheet and be positioned to invest in 22 organic growth and acquired growth. 23 We take full advantage of this 24 tremendous platform and sales 25 organization and the content assets 58 1 2 to achieve our aspiration of being 3 the unrivaled industry leader. 4 MR. JANNARONE: Great. I want 5 to ask once more a bit about -- oh, 6 right, yeah, the new platform. So 7 are customers transitioning over very 8 quickly? What percentage of them are 9 there at this point? 10 MR. TARR: Yeah, today 11 customers are representing 75 percent 12 of our revenue on Percipio, either 13 entirely or partially. We expect 14 that to be 90 percent by the time we 15 get to the end of this year -- excuse 16 me. Give one to Larry, I'll go on 17 mute and clear my throat and we'll be 18 good. 19 MR. ILLG: Maybe I could pile 20 on to that question. This is one of 21 the areas where we spent a lot of 22 time looking at the company. And I 23 think we are -- and I know I'm going 24 to sound like a commercial, we are 25 not just an investor in this company, 59 1 2 we are also a user of these products. 3 We buy seed licenses to a 4 variety of education products on 5 behalf of our portfolio company. And 6 to make these products available, we 7 have a group chief learning officer 8 and we have a technology team that 9 dives deep into these products, 10 again, not just for the purpose of 11 making an equity investment, but also 12 with the potential of being a 13 consumer. 14 And we checked this, you know, 15 Percipio product back and forth, and 16 we really dove deep, and you know, it 17 checks out. This is a wonderful 18 product, and I think, you know, we're 19 excited about potentially -- 20 especially as it comes to addressing 21 the next set of user needs. And the 22 next set of content that needs to 23 come on the platform. 24 And, you know, kind of tying 25 back to the last topic, the -- in 60 1 2 addition, there's sort of liberating 3 the company from the prior financial 4 architecture. 5 If we think about Skillsoft 6 going forward, cleaning up the 7 financial architecture, bringing on a 8 fantastic leader like Jeff, and some 9 of the other leaders that he's 10 bringing into the company, and then 11 also that the company addressed this 12 technology challenge, they future 13 proof the company and that got us 14 excited to invest. 15 MR. JANNARONE: Great. Let's 16 stick with Larry for a second, this 17 is an industry question. 18 Someone is asking about 19 industry's growth and then organic 20 growth versus M&A. I believe that 21 the organic growth is 12 percent 22 EBITDA growth, but how much is the 23 industry growing right now, Larry, 24 roughly, is it single digits? 25 MR. ILLG: It depends how you 61 1 2 define the industry, to be honest. 3 It depends on your timeline. Right? 4 So if you include you, you know, 5 enterprise EdTech like from a 6 consumer lens, it's hard to see the 7 financials because a lot of these 8 companies are private. 9 But if I talk about visitor 10 activity, we've seen over the course 11 of the last call it 10, 15 years, 12 kind of steady, you know, low double 13 digit growth. It's accelerated as we 14 discussed earlier in the context of 15 the pandemic. 16 If you expand that to include 17 other forums, lifelong learning, K to 18 12, we've got this COVID tailwind 19 that, you know, led to hopefully 20 bringing some demand forward. 21 Again, I think we're all 22 looking forward on the opportunities 23 in online education even beyond the 24 enterprise, you know, as more people 25 get exposed to this learning format, 62 1 2 you have to believe it will lead will 3 lead to long-term benefit even for 4 enterprise EdTech. But typically 5 from a user perspective, low double 6 digit growth, again, on a massive 7 base. 8 MR. TARR: Our belief is that 9 Skillsoft is corporate digital 10 learning is on a growth trajectory 11 from 28 billion TAM today to what we 12 believe would be a 45 billion dollar 13 TAM in five years. 14 So, you know, a high single 15 digit, low double digit growth around 16 10 percent. We expect to accelerate 17 the growth of Skillsoft, from where 18 it is today, to that high single 19 digit to 10 percent zone organically, 20 as we complete the migration from 21 Skillport to Percipio. 22 Percipio is growing faster. 23 Skillport is in decline, so we're 24 in that migration today. But that 25 will be behind us very soon and 63 1 2 you'll see that higher growth rate 3 reflected in our total growth. 4 We expect to add to that with 5 high-growth acquisitions that will 6 grow faster and that creates an 7 opportunity for more growth in the 8 future. 9 MR. JANNARONE: Great. On the 10 -- let's go back to the leverage 11 points. Someone is asking, you know, 12 of course Skillsoft was over levered 13 I think, several turns. Right now, 14 you know, assuming there are no 15 redemptions they are going to come 16 out at six -- 17 MR. TARR: Well -- 18 MR. JANNARONE: So what is the 19 right number? You got to be 20 disciplined, but it can certainly be 21 higher than six. 22 MR. TARR: So 12 times was 23 where it was. You know, we expect 24 with no redemptions, we expect that 25 we'll essentially have almost no net 64 1 2 debt, so less than one turn net debt 3 on this company at the de-SPAC. And 4 we believe that we can operate the 5 business, keep in mind it's a 6 recurring revenue business. 7 We can operate it at, you know, 8 three, three and a half times. We 9 could lever it up a little more for 10 the right acquisitions. But we'd 11 have to, you know, have confidence 12 that we can then delever back to 13 that, you know, three to three and a 14 half times leverage. 15 But that gives us tremendous 16 capacity for M&A and we're really 17 excited about that. 18 MR. JANNARONE: Great. Well, 19 on that note, someone is asking about 20 the M&A, in particular how -- do you 21 have an in-house team? Maybe, Larry, 22 would you be involved also in 23 evaluating transactions? 24 MR. ILLG: Yes. We help -- you 25 know, we introduce a lot of ideas to 65 1 2 Jeff and team, you know, they've 3 pointed in the direction where they 4 want to take the company, and just 5 because we see a lot of deal flow 6 often, you know, we can throw 7 companies over to Jeff that we think 8 might fit his strategic direction for 9 the company. And then we support 10 them in scrutinizing the companies. 11 Again, this is something that 12 we, as a group, you know, we look at 13 well over 5,000 companies a year for 14 potential investments, doing, you 15 know, somewhere in the neighborhood 16 of 50 on a given year. 17 So we have that global muscle 18 pretty well developed, and, again, we 19 think from the company's lens out. 20 So Jeff says I need help on technical 21 diligence, HR diligence, tell me how, 22 you know, if he wants an outsider's 23 perspective on the company, our group 24 resources are available to him. 25 MR. TARR: And we're getting 66 1 2 that every day, which is really 3 fantastic. Good, better, best access 4 to deals, access to all sorts of 5 resources to insure we do the right 6 acquisitions and we do them well. 7 Building on that, you asked 8 about team. Next week we are going 9 to announce our new leadership team. 10 It's a fantastic team of experienced 11 executives who know the journey from 12 where Skillsoft is today to billions 13 in revenue. 14 So that's the kind of team 15 we've assembled, and on that team, we 16 have a world class corporate 17 development leader, one who is -- has 18 done an enormous number of 19 acquisitions, and will be recognized 20 by many investors for a successful 21 track record. So look for that 22 announcement next week. 23 MR. JANNARONE: All right. 24 We've only got a few minutes left and 25 we may not get to every question 67 1 2 here, but I encourage everyone to 3 submit them if you've got anything 4 else. And I will cut and paste and 5 share all these questions with both 6 these gentlemen. But we've got a few 7 more to address while we've got time. 8 Someone is asking about 9 margins. So is the long-term 10 potential margins to grow, what's 11 driving that? 12 MR. TARR: This is a business 13 with a lot of operating leverage. 14 The incremental margin -- the 15 incremental dollar of revenue pushes 16 90 percent. So that creates a huge 17 opportunity to drive both investment 18 and margin expansion simultaneously 19 as we grow. 20 MR. JANNARONE: Great. Where 21 is most of the growth coming from? 22 Is it domestic or is it overseas? I 23 think you mentioned that three 24 quarters of the business is in the 25 U.S. right now, right, Jeff? So 68 1 2 where does most of the growth come 3 from? 4 MR. TARR: Well, in absolute 5 terms most of the growth is in the, 6 you know, core business of U.S. and 7 Europe. And in terms of a percentage 8 wise, we're seeing really good growth 9 in India, Asia Pacific, that should 10 be more meaningful over time. 11 MR. JANNARONE: Great. Someone 12 is asking about Skillsoft's debt. 13 Are there plans to refinance -- 14 someone is asking if that lower 15 interest rate in the presentation 16 reflects refinancing? 17 MR. TARR: Yes. Yes, it does. 18 There's an opportunity to bring down 19 the interest rate or payoff the debt 20 entirely. 21 MR. JANNARONE: On the M&A, 22 another question about that, I think 23 you've gone through this, but someone 24 is asking, are you looking at 25 multiples or return on investment? 69 1 2 What kind of metrics are you using 3 when you're evaluating these deals? 4 MR. TARR: We're looking for 5 acquisitions that will be creative to 6 top and bottom line. We're also 7 looking for acquisitions that within 8 a few years are delivering a cash on 9 cash return on our investment. 10 So if we invest $100 million in 11 an acquisition, we would expect in a 12 few years' time it's generating at 13 least 10 million dollars of cash 14 flow, as an order of magnitude. 15 MR. JANNARONE: Great. Someone 16 is asking if you can split up the 17 drivers of your growth in a little 18 more detail. I'm not sure if the 19 projections in the deck reflect M&A 20 or not? Can you just talk a bit 21 about that, Jeff? Is that largely 22 organic growth that we're looking at 23 in the projections or is some of that 24 M&A? 25 MR. TARR: Entirely organic. 70 1 2 MR. JANNARONE: Okay. So the 3 M&A is all gravy then. So those 4 projections assume no M&A. 5 MR. TARR: Those projections 6 assume no meaningful M&A. 7 MR. JANNARONE: Okay. Great. 8 Someone is asking, in addition to 9 your content acquisitions, are you 10 considering companies other than your 11 back office, how you instruct your 12 content or designer resource 13 providers? 14 MR. TARR: You know, look, we 15 have a lot of capability inside the 16 company to support the back office. 17 You know, that's unlikely to be a 18 focus. Now, I've modified that with 19 technology. Technology allows us to 20 deliver, you know, better, say 21 adaptive learning solutions with AI, 22 or technology that allows us to prove 23 the ROI to do a better job of proving 24 the ROI to the buyer, tying outcomes 25 to the learning. You know, that's in 71 1 2 scope. But, you know, I wouldn't 3 rule anything out, but it's not where 4 we're spending most of our energy 5 today. Most of it is on content, 6 technology, and expanding our greater 7 market. 8 MR. JANNARONE: How do you grow 9 your content library, Jeff? Can you 10 go out and acquire companies that are 11 making the same thing or do you hire 12 more people who join the team and 13 make more of it? Can you just flesh 14 it out a little bit? 15 MR. TARR: So we have inside 16 resources, outside resources, so the 17 answer is all of the above. We'll 18 hire more people, make the people we 19 have more productive. We partner 20 with outside providers and we 21 acquire. 22 MR. JANNARONE: All right, 23 great. I'm afraid we didn't get to 24 all the questions but we're running 25 out of time here. 72 1 2 One last thing I want to 3 repeat, of course the vote is coming 4 up, so all shareholders regardless of 5 how many shares you own should vote 6 because every vote counts, especially 7 when you add them all up. I don't 8 know if you two have any thoughts on 9 that, but that's pretty much the 10 message. 11 MR. TARR: We believe this is a 12 great opportunity to create share 13 owner value, and we're excited by the 14 share owner base that we're building, 15 and look forward to creating value 16 for share owners over time, including 17 Prosus' share owners. 18 MR. ILLG: Appreciate that. 19 MR. JANNARONE: All right. 20 Well, gentlemen, thank you so much, 21 especially Jeff for powering through 22 with his unfortunate allergies. 23 Larry as well, thanks so much for 24 joining and everyone who joined in 25 and everyone who asked questions, as 73 1 2 I said, I'm going to share those with 3 these gentlemen. And please check 4 out our replay, it will be up in an 5 hour or two if you want to catch some 6 or all this presentation. 7 So everyone thanks for joining 8 today. 9 (Time noted 12:00 p.m.) 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made in respect of the proposed merger transaction involving Churchill and Skillsoft. Churchill has filed a registration statement on Form S-4 with the SEC, which includes a proxy statement of Churchill and a prospectus of Churchill, and Churchill will file other documents regarding the proposed transaction with the SEC. The registration statement on Form S-4 was declared effective on May 27, 2021 and the definitive proxy statement/prospectus was mailed on or about May 28, 2021 to stockholders of record on the close of business on April 28, 2021, the record date for special meeting. Before making any voting or investment decision, investors and security holders of Churchill and Skillsoft are urged to carefully read the entire registration statement and proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they contain important information about the proposed transaction. The documents filed by Churchill with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, the documents filed by Churchill may be obtained free of charge from Churchill at www.churchillcapitalcorp.com. Alternatively, these documents, when available, can be obtained free of charge from Churchill upon written request to Churchill Capital Corp II, 640 Fifth Avenue, 12th Floor, New York, New York 10019, Attn: Secretary, or by calling (212) 380-7500. Churchill, Skillsoft and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Churchill, in favor of the approval of the merger. Information regarding Churchill's directors and executive officers is contained in Churchill's Annual Report on Form 10-K/A for the year ended December 31, 2020, which is filed with the SEC. Additional information regarding the interests of those participants, the directors and executive officers of Skillsoft and other persons who may be deemed participants in the transaction may be obtained by reading the definitive proxy statement/prospectus and other relevant documents filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. FORWARD-LOOKING STATEMENTS This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Churchill's, Skillsoft's and Global Knowledge's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning the completion of the transactions, the expected benefits of the transactions, other possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates" or "intends" or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in Churchill's Form 10-K/A for the year ended December 31, 2020 under Risk Factors in Part I, Item 1A and in the registration statement on Form S-4 discussed above. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and Churchill, Skillsoft and Global Knowledge believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and none of Churchill, Skillsoft or Global Knowledge is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which Churchill has filed or will file from time to time with the SEC. In addition to factors previously disclosed in Churchill's reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to meet the closing conditions to the Skillsoft merger, including approval by stockholders of Churchill and Skillsoft, and the Global Knowledge merger on the expected terms and schedule and the risk that regulatory approvals required for the Skillsoft merger and the Global Knowledge merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the Skillsoft merger and the Global Knowledge merger; failure to realize the benefits expected from the proposed transactions; the effects of pending and future legislation; risks related to disruption of management time from ongoing business operations due to the proposed transactions; business disruption following the transactions; risks related to the impact of the COVID-19 pandemic on the financial condition and results of operations of Churchill, Skillsoft and Global Knowledge; risks related to Churchill's, Skillsoft's or Global Knowledge's indebtedness; other consequences associated with mergers, acquisitions and divestitures and legislative and regulatory actions and reforms; demand for, and acceptance of, Churchill's products and for cloud-based technology learning solutions in general; Churchill's ability to compete successfully in competitive markets and changes in the competitive environment in Churchill's industry and the markets in which Churchill operates; Churchill's ability to develop new products; failure of Churchill's information technology infrastructure or any significant breach of security; future regulatory, judicial and legislative changes in Churchill's industry; the impact of natural disasters, public health crises, political crises, or other catastrophic events; Churchill's ability to attract and retain key employees and qualified technical and sales personnel; fluctuations in foreign currency exchange rates; Churchill's ability to protect or obtain intellectual property rights; Churchill's ability to raise additional capital; the impact of Churchill's indebtedness on Churchill's financial position and operating flexibility; and Churchill's ability to successfully defend ourselves in legal proceedings. Any financial projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Churchill's, Skillsoft's and Global Knowledge's control. While all projections are necessarily speculative, Churchill, Skillsoft and Global Knowledge believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indication that Churchill, Skillsoft and Global Knowledge, or their representatives, considered or consider the projections to be a reliable prediction of future events. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Churchill and is not intended to form the basis of an investment decision in Churchill. All subsequent written and oral forward looking statements concerning Churchill, Skillsoft and Global Knowledge, the proposed transactions or other matters and attributable to Churchill, Skillsoft and Global Knowledge or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.