UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(D)
of the Securities Exchange Act OF 1934
Date of Report (Date of earliest event
reported): October 12, 2020
CHURCHILL CAPITAL CORP II
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-38960
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83-4388331
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(Commission File No.)
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(IRS Employer Identification No.)
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640 Fifth Avenue, 12th Floor
New York, NY
(Address of principal executive offices)
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10019
(Zip Code)
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(212) 380-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Exchange Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on which registered
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Units, each consisting of one share of Class A
common stock, $0.0001 par value, and one-third of one warrant
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CCX.U
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New York Stock Exchange
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Shares of Class A common stock
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CCX
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New York Stock Exchange
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Warrants included as part of the units
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CCX WS
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New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01
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Entry into a Material Definitive Agreement
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Skillsoft Merger Agreement
On October 12, 2020, Churchill Capital Corp
II, a Delaware corporation (“Churchill”), entered into an Agreement and Plan of Merger (the “Skillsoft Merger
Agreement”) by and between Churchill and Software Luxembourg Holding S.A., a public limited liability company (société
anonyme) incorporated and organized under the laws of the Grand Duchy of Luxembourg (“Skillsoft”).
Pursuant to the terms of the Skillsoft
Merger Agreement, a business combination between Churchill and Skillsoft will be effected through the merger of Skillsoft
with and into Churchill, with Churchill surviving as the surviving company (the “Skillsoft Merger”). At the
effective time of the Skillsoft Merger (the “Effective Time”), (a) each Class A share of Skillsoft, with nominal
value of $0.01 per share (“Skillsoft Class A Shares”), outstanding immediately prior to the Effective Time, will
be automatically canceled and Churchill will issue as consideration therefor (i) such number of shares of Churchill’s
Class A common stock, par value $0.0001 per share (the “Churchill Class A Common Stock”) equal to the Class A
First Lien Exchange Ratio (as defined in the Skillsoft Merger Agreement), and (ii) Churchill’s Class C common stock,
par value $0.0001 per share (the “Churchill Class C Common Stock”), equal to the Class C Exchange Ratio (as
defined in the Skillsoft Merger Agreement), and (b) each Class B share of Skillsoft, with nominal value of $0.01 per share
(“Skillsoft Class B Shares”), will be automatically canceled and Churchill will issue as consideration therefor
such number of shares of Churchill Class A common stock equal to the Per Class B Share Merger Consideration (as defined in
the Skillsoft Merger Agreement). Pursuant to the terms of the Skillsoft Merger Agreement, Churchill is required to use
commercially reasonable efforts to cause the Churchill Class A Common Stock to be issued in connection with the transactions
contemplated by the Skillsoft Merger Agreement (the “Skillsoft Transactions”) to be listed on the New York Stock
Exchange (“NYSE”) prior to the closing of the Skillsoft Merger (the “Skillsoft Closing”). Immediately
following the Effective Time, Churchill will redeem all of the shares of Class C Common Stock issued to the holders of
Skillsoft Class A Shares for an aggregate redemption price of (i) $505,000,000 in cash and (ii) indebtedness under the
Existing Second Out Credit Agreement (as defined in the Skillsoft Merger Agreement), as amended by the Existing Second Out
Credit Agreement Amendment (as defined in the Skillsoft Merger Agreement), in the aggregate principal amount equal to the sum
of $20,000,000 to be issued by the Surviving Corporation (as defined in the Skillsoft Merger Agreement) or one of its
subsidiaries, in each case, pro rata among the holders of Churchill Class C Common Stock issued in connection with the
Skillsoft Merger.
The consummation of the proposed Skillsoft
Transactions is subject to the receipt of the requisite approval of (i) the stockholders of Churchill (the “Churchill Stockholder
Approval”) and (ii) the shareholders of Skillsoft (the “Skillsoft Shareholder Approval”) and the fulfillment
of certain other conditions (see Conditions to Closing below).
Representations and Warranties
The Skillsoft Merger Agreement contains
customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, formation
and authority, (ii) capital structure, (iii) authorization to enter into the Skillsoft Merger Agreement, (iv) licenses and permits,
(v) taxes, (vi) financial information, (vii) real property, (viii) material contracts, (ix) title to assets, (x) absence of changes,
(xi) employee matters, (xii) compliance with laws, (xiii) litigation, (xiv) transactions with affiliates, (xv) regulatory matters
and (xvi) intellectual property.
Covenants
The Skillsoft Merger Agreement includes
customary covenants of the parties with respect to operation of the business prior to consummation of the Skillsoft Transactions
and efforts to satisfy conditions to consummation of the Skillsoft Transactions. The Skillsoft Merger Agreement also contains additional
covenants of the parties, including, among others, (i) covenants providing for Churchill and Skillsoft to use efforts to obtain
all necessary regulatory approvals subject to certain limits set forth in the Skillsoft Merger Agreement, (ii) covenants providing
for Churchill to use reasonable best efforts to prepare, and Skillsoft to cooperate in the preparation of, a Registration Statement
on Form S-4, which shall include the Joint Proxy Statement/Prospectus (as defined in the Skillsoft Merger Agreement), that is required
to be filed in connection with the Skillsoft Transactions and (iii) a covenant providing for Skillsoft to use reasonable best efforts
to obtain any Debt Amendment (as defined in the Skillsoft Merger Agreement) requested by Churchill to address certain potential
changes in Skillsoft’s corporate structure.
Skillsoft Incentive Equity Plan
Prior to the Skillsoft Closing, Churchill
will adopt the Incentive Equity Plan (as defined in the Skillsoft Merger Agreement) subject to the receipt of the Churchill Stockholder
Approval in respect thereto.
Skillsoft Exclusivity Restrictions
Except as expressly permitted by the Skillsoft
Merger Agreement, from the date of the Skillsoft Merger Agreement to the Effective Time or, if earlier, the valid termination of
the Skillsoft Merger Agreement in accordance with its terms, Skillsoft has agreed not to, among other things, (i) solicit inquiries
for, make, negotiate, offer or enter into proposals or definitive agreements with any third-party other than Churchill with respect
to Skillsoft’s recapitalization, refinancing, merger or similar transaction (an “Alternative Proposal”) or (ii)
initiate any discussions with or provide any non-public information to any third-party that would encourage, facilitate or further
any effort to make or implement an Alternative Proposal.
Churchill Exclusivity Restrictions
From the date of the Skillsoft Merger Agreement
to the Effective Time or, if earlier, the valid termination of the Skillsoft Merger Agreement in accordance with its terms, Churchill
has agreed not to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with,
or encourage, respond, provide information to or commence due diligence with respect to, any person or entity (other than Skillsoft,
its subsidiaries, affiliates and representatives), concerning, relating to or which is intended or is reasonably likely to give
rise to or result in (x) any Initial Business Combination (as defined in the Skillsoft Merger Agreement) or (y) any other Business
Combination (as defined in the Skillsoft Merger Agreement) that would reasonably be expected to (i) adversely impact the ability
of either Churchill or Skillsoft to consummate the Skillsoft Transactions, (ii) delay the consummation of the Skillsoft Transactions
by more than 10 business days or (iii) violate or otherwise breach Churchill’s interim operating covenants under the Skillsoft
Merger Agreement. For any Business Combination that Churchill is permitted to pursue under the terms and conditions of the Skillsoft
Merger Agreement, Churchill must provide Skillsoft with written notice at least two business days prior to its or any of its subsidiary’s
entry into any definitive agreement in connection therewith.
Churchill Change in Recommendation
Churchill is required to include in the
Joint Proxy Statement/Prospectus the recommendation of Churchill’s board of directors (the “Board”) to Churchill’s
stockholders that they approve the Proposals (as defined in the Skillsoft Merger Agreement) relating to the Skillsoft Transactions
(the “Churchill Board Recommendation”). Churchill is permitted to change the Churchill Board Recommendation (such change,
a “change in recommendation”) if it determines, in good faith, after consultation with its outside legal counsel, that
the failure to make such a change in recommendation would be inconsistent with its fiduciary duties under applicable law.
Conditions to Closing
The consummation of the Skillsoft Merger
is conditioned upon, among other things, (i) receipt of the Churchill Stockholder Approval (other than with respect to the Director
Election Proposal (as defined in the Skillsoft Merger Agreement) and other proposals not explicitly described in the Skillsoft
Merger Agreement but that Skillsoft and Churchill agree to be reasonably necessary or appropriate in connection with the Skillsoft
Merger (such proposals, the “Excluded Proposals”), (ii) receipt of the Skillsoft Shareholder Approval, (iii) the expiration
or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the absence
of any governmental order prohibiting the consummation of the Skillsoft Transactions, (v) the completion of the redemption offer
in relation to Churchill Class A Common Stock in accordance with the terms of the Skillsoft Merger Agreement and the Joint Proxy
Statement/Prospectus (the “Redemption Offer”), (vi) Churchill having at least $5,000,001 of net tangible assets (as
determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
remaining after the Redemption Offer is completed, (vii) the receipt of the approval for listing by the New York Stock Exchange
of the Churchill Class A Common Stock to be issued in connection with the Skillsoft Transactions, (viii) the amount of Available
Closing Date Cash (as defined in the Skillsoft Merger Agreement) being equal to or exceeding $644,000,000, (ix) the delivery of
an auditor’s report by PKF Audit & Conseil S.à r.l. in accordance with Article 1021-6 of the Luxembourg Companies’
Law (as defined in the Skillsoft Merger Agreement), (x) effectiveness of the Registration Statement (as defined in the Skillsoft
Merger Agreement) and absence of a stop order by the SEC or any threatened or initiated proceeding seeking such a stop order, (xi)
the absence of an “Event of Default” under Skillsoft’s Existing Credit Agreements (as defined in the Skillsoft
Merger Agreement), (xii) the absence of a Material Adverse Effect (as defined in the Skillsoft Merger Agreement), (xiii) Churchill’s
Sponsor Support Agreement (as defined in the Skillsoft Merger Agreement) not being amended or modified without Skillsoft’s
prior written consent from the date of the Skillsoft Merger Agreement until the Skillsoft Closing and (xiv) customary bringdown
conditions with respect to each parties’ representations and warranties and covenants. The consummation of the Skillsoft
Merger is not conditioned on the consummation of the Global Knowledge Merger (as defined below) or any other transactions contemplated
in the Global Knowledge Merger Agreement (as defined below).
Termination
The Skillsoft Merger Agreement may be terminated
at any time, but not later than the Skillsoft Closing, as follows:
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(i)
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by mutual written consent of Churchill and Skillsoft;
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(ii)
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by either Churchill or Skillsoft if the other party has breached any of its covenants or representations and warranties such
that any closing condition would not be satisfied at the Skillsoft Closing (subject to a cure period of 20 business days and waiver
by the non-breaching party);
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(iii)
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by either Churchill or Skillsoft if the Skillsoft Closing does not occur by June 12, 2021 (provided that a party does not have
the right to terminate under this provision if such party’s material breach of any representations, warranties or covenants
causes the Skillsoft Closing not to occur prior to June 12, 2021);
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(iv)
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by either Churchill or Skillsoft if a governmental entity shall have issued a final, non-appealable governmental order permanently
enjoining or prohibiting the consummation of the Skillsoft Merger (provided that the party whose action or inaction causes the
governmental order does not have the right to terminate under this provision);
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(v)
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by either Churchill or Skillsoft if the Churchill Stockholder Approval to approve the Skillsoft Transactions (other than with
respect to the Excluded Proposals) is not obtained at Churchill’s stockholder meeting;
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(vi)
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by Skillsoft, if Churchill’s Board changes its recommendation with respect to the Skillsoft Transactions (other than
with respect to the Excluded Proposals); or
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(vii)
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by Churchill, if the Skillsoft Shareholder Approval to approve the Skillsoft Transactions is not obtained at Skillsoft’s
shareholder meeting.
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The foregoing description of the Skillsoft
Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by
reference to, the actual agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms
of which are incorporated herein by reference.
The Skillsoft Merger Agreement has been
attached to provide investors with information regarding its terms. It is not intended to provide any other factual information
about Churchill or Skillsoft. In particular, the assertions embodied in the representations and warranties in the Skillsoft Merger
Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters
prepared in connection with the execution and delivery of the Skillsoft Merger Agreement, may be subject to a contractual standard
of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating
risk between the parties. Accordingly, the representations and warranties in the Skillsoft Merger Agreement are not necessarily
characterizations of the actual state of facts about Churchill or Skillsoft at the time they were made or otherwise and should
only be read in conjunction with the other information that Churchill makes publicly available in reports, statements and other
documents filed with the SEC.
Support Agreement
In connection with the execution of the
Skillsoft Merger Agreement, Churchill and Skillsoft entered into a support agreement (each, a “Support Agreement” and
collectively, the “Support Agreements”) with certain of Skillsoft’s shareholders (collectively, the “Supporting
Skillsoft Shareholders” and each, a “Supporting Skillsoft Shareholder”) that collectively hold Skillsoft Class
A Shares and Skillsoft Class B Shares representing approximately 62.3% of the aggregate voting power of the outstanding Skillsoft
Class A Shares and Skillsoft Class B Shares. Each Support Agreement provides, among other things, that each Supporting Skillsoft
Shareholder will vote all of such Supporting Skillsoft Shareholders’ then-outstanding shares
of Skillsoft in favor of the Skillsoft Merger and any other proposal reasonably necessary under applicable law to effect the Skillsoft
Merger at Skillsoft’s special shareholder meeting. In addition, the Support Agreements (i) require each Supporting Skillsoft
Shareholder to exercise their drag-along rights as promptly as practicable following the time that the Registration Statement becomes
effective pursuant to Skillsoft’s Shareholders’ Agreement (as defined in the Support Agreements) to require all other
shareholders of Skillsoft to take all actions in connection with consummating the Skillsoft Merger as Skillsoft may reasonably
request, including voting in favor of Skillsoft’s adoption of the Skillsoft Merger Agreement and (ii) prohibit the Supporting
Skillsoft Shareholders from engaging in activities that have the effect of soliciting a competing Alternative Proposal.
The foregoing description of the Support Agreements is not complete and is qualified in its entirety by reference to the Support Agreements,
a form of which is attached as Exhibit C to Exhibit 2.1 to this Current Report and incorporated herein by reference.
Stockholders Agreement
In connection with the execution of the
Skillsoft Merger Agreement, Churchill entered into a Stockholders Agreement (the “Stockholders Agreement”) with Churchill
Capital Sponsor II LLC (“Churchill Sponsor”) and Michael Klein. Pursuant to the Stockholders Agreement, Churchill Sponsor
has the right to nominate two directors to Churchill’s Board following the Skillsoft Closing (the “Churchill Directors”).
If the Churchill Sponsor’s ownership of the aggregate outstanding shares of Churchill Class A Common Stock is less than 5%
(but is equal to or greater than 1%), Churchill Sponsor will have the right to nominate one Churchill Director; and if the Churchill
Sponsor’s ownership of the aggregate outstanding shares of Churchill Class A Common Stock is less than 1%, Churchill Sponsor
will not have any director nomination rights.
The foregoing description of the Stockholders Agreement is not complete and is qualified in its entirety by reference to the Stockholders
Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Registration Rights Agreement
In connection with the execution of the
Skillsoft Merger Agreement, Churchill, Skillsoft and Churchill Sponsor entered into an amended and restated registration rights
agreement (“Registration Rights Agreement”), which will become effective upon the consummation of the Skillsoft Merger.
Pursuant to the Registration Rights Agreement, Churchill has agreed to provide to the stockholders holding at least 5% of the registrable
securities then outstanding up to four “demand” long-form registrations, an unlimited number of short-form registrations
and customary underwritten offering and “piggyback” registration rights with respect to the Churchill Class A Common
Stock and warrants to purchase shares of Churchill Class A Common Stock, subject to certain conditions. The Registration Rights
Agreement also provides that Churchill will pay certain expenses relating to such registrations and indemnify the stockholders
against certain liabilities.
The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the Registration
Rights Agreement, which is attached as Exhibit 10.2 to this Current Report and incorporated herein by reference.
Sponsor Agreement
In connection with the execution of the
Skillsoft Merger Agreement, Churchill Sponsor and Churchill’s directors and officers (together with Churchill Sponsor, the
“Sponsor Agreement Parties”) entered into an amended and restated letter agreement (the “Sponsor Agreement”)
with Churchill and Skillsoft pursuant to which the Sponsor Agreement Parties have agreed to vote all shares of the Churchill Class
A Common Stock beneficially owned by such persons in favor of the Skillsoft Merger and each of the other related proposals presented
at Churchill’s special stockholder meeting. The Sponsor Agreement also provides that the Sponsor Agreement Parties will not
redeem any shares of the Churchill Class A Common Stock owned by such persons in connection with the Skillsoft Merger. Each of
the Sponsor Agreement Parties also agreed to relinquish and waive all of its respective rights to receive shares of the Churchill
Class A Common Stock in excess of the number issuable at the Initial Conversion Ratio (as defined in the Sponsor Agreement) upon
conversion of such holder’s existing shares of Class B common stock of Churchill, par value $0.0001 per share, in connection
with the Skillsoft Closing as a result of any applicable adjustment under Churchill’s current certificate of incorporation.
The Sponsor Agreement Parties have also
agreed, subject to certain exceptions, not to transfer any (i) Founder Shares (as defined in the Sponsor Agreement) (or any shares
of the Churchill Class A Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion
of the Skillsoft Merger or (B) subsequent to the Skillsoft Merger, (x) if the closing price of the Churchill Class A Common
Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Skillsoft Merger
or (y) the date on which Churchill completes a liquidation, merger, capital stock exchange, reorganization or similar transaction
that results in all of Churchill’s stockholders having the right to exchange their shares of the Churchill Class A Common
Stock for cash, securities or other property (the “Founder Shares Lock-up Period”) or (ii) Private Placement
Warrants (as defined in the Sponsor Agreement) (or any shares of Churchill’s common stock issuable upon exercise thereof)
until 30 days after the completion of the Skillsoft Merger (the “Private Placement Warrants Lock-up Period”
and, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
The Sponsor Agreement shall terminate on
the earlier of (a) the liquidation of Churchill and (b) the expiration of the Lock-up Periods.
The foregoing description of the Sponsor Agreement is not complete and is qualified in its entirety by reference to the Sponsor Agreement,
which is attached as Exhibit 10.3 to this Current Report and incorporated herein by reference.
Global Knowledge Merger Agreement
On October 12, 2020, Churchill entered into
an Agreement and Plan of Merger (the “Global Knowledge Merger Agreement”) by and among Churchill, Magnet Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of Churchill (“Merger Sub”), and Albert DE Holdings Inc.,
a Delaware corporation owned by investment funds affiliated with Rhône Capital L.L.C.
Pursuant to the Global Knowledge Merger
Agreement, Merger Sub will merge with and into Global Knowledge, with Global Knowledge surviving the transaction as a wholly-owned
subsidiary of Churchill (the “Global Knowledge Merger”). At the effective time (the “Global Knowledge Effective
Time”) of the Global Knowledge Merger, as consideration for the Global Knowledge Merger, 100% of the issued and outstanding
equity interests of Global Knowledge will be converted, in the aggregate, into the right to receive warrants, each of which shall
entitle the holders thereof to purchase one share of Class A Churchill Common Stock at an exercise price of $11.50 per share.
The aggregate number of warrants to be received by the equity holders of Global Knowledge as consideration in the Global Knowledge
Merger will be 6,000,000 (or 5,000,000 if the Rhône Subscription Agreement (as defined below) is terminated in accordance
with the terms thereof prior to the Global Knowledge Closing). The warrants to be issued to the equity holders of Global Knowledge
will be non-redeemable and otherwise substantially similar to the private placement warrants issued to the Churchill Sponsor in
connection with Churchill’s initial public offering.
The consummation of the proposed Global Knowledge Merger (the “Global
Knowledge Closing”) is subject to the consummation of the Skillsoft Merger, among other conditions to closing described
herein (see Conditions to Closing below) and contained in the Global Knowledge Merger Agreement.
Representations and Warranties
The Global Knowledge Merger Agreement contains
customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, formation
and authority, (ii) capital structure, (iii) authorization to enter into the Global Knowledge Merger Agreement, (iv) licenses and
permits, (v) taxes, (vi) financial information, (vii) real property, (viii) material contracts, (ix) title to assets, (x) absence
of changes, (xi) employee matters, (xii) compliance with laws, (xiii) litigation, (xiv) transactions with affiliates, (xv) regulatory
matters and (xvi) intellectual property.
Covenants
The Global Knowledge Merger Agreement includes
customary covenants of the parties with respect to operation of the Global Knowledge business prior to the consummation of the
Global Knowledge Merger and efforts to satisfy conditions to the consummation of the Global Knowledge Merger. The Global Knowledge
Merger Agreement also contains additional covenants of the parties, including, among others, (i) covenants providing for Churchill
and Global Knowledge to use reasonable efforts to obtain all necessary regulatory approvals, (ii) covenants providing for Global
Knowledge to cooperate with Churchill in the preparation of the Proxy Statement (as defined in the Global Knowledge Merger Agreement)
required to be filed in connection with the Skillsoft Merger, (iii) covenants providing for Global Knowledge to use reasonable
best efforts to provide cooperation or assistance with the consummation of the Existing Debt Restructuring (as defined in the Global
Knowledge Merger Agreement) and other transactions contemplated by the Restructuring Support agreement (as defined in the Global
Knowledge Merger Agreement), (iv) covenants providing for Global Knowledge to use reasonable best efforts to consummate the Existing
Debt Restructuring (as defined in the Global Knowledge Merger Agreement) prior to the date the Global Knowledge Closing occurs,
(v) covenants by Churchill to use reasonable best efforts to comply in all material respects with its obligations under the Skillsoft
Merger Agreement subject to the terms and conditions thereof to the extent any noncompliance with such obligations would prevent
or delay the Skillsoft Closing (however, Churchill will not be required to amend or waive a closing condition under the Skillsoft
Merger Agreement or otherwise renegotiate the terms of the Skillsoft Merger Agreement in order to satisfy its obligations under
the Global Knowledge Merger Agreement) and to keep Global Knowledge reasonably apprised of the status of matters relating to the
completion of the Skillsoft Merger, including with respect to the negotiations relating to the satisfaction of the closing conditions
in respect thereof and (vi) covenants providing that Churchill will use its reasonable best efforts to obtain financing to the
extent necessary to satisfy the Available Closing Date Cash Condition and subject to certain limitations.
Global Knowledge Exclusivity Restrictions
Except as expressly permitted by the Global
Knowledge Merger Agreement, from after the date of the Global Knowledge Merger Agreement to the Global Knowledge Effective Time
or, if earlier, the valid termination of the Global Knowledge Merger Agreement in accordance with its terms, Global Knowledge has
agreed, among other things, not to take, whether directly or indirectly, any action to (i) make or negotiate any offer or proposal
involving any third party to issue, sell or otherwise transfer any interest in Global Knowledge or any of its subsidiaries or all
or any material portion of its or their assets, or enter into any definitive agreement with respect to, or otherwise effect, any
recapitalization, refinancing, merger or other similar transaction involving Global Knowledge or its subsidiaries other than with
Churchill or its affiliates, (any of the foregoing hereinafter referred to as a “Global Knowledge Alternative Proposal”),
(ii) solicit any inquiries or proposals regarding any Global Knowledge Alternative Proposal, (iii) initiate any discussions with
or provide any non-public information or data to any third party that would encourage, facilitate or further any effort or attempt
to make or implement a Global Knowledge Alternative Proposal, or (iv) enter into any agreement with respect to any Global Knowledge
Alternative Proposal made by any third party; provided that prior to the Closing, Global Knowledge and its affiliates or representatives
may disclose to Global Knowledge’s shareholders any unsolicited proposal received in connection with any Global Knowledge
Alternative Proposal to the extent required by their obligations under applicable laws.
However, Global Knowledge may initiate,
respond to and progress discussions in respect of a Global Knowledge Alternative Proposal if (x) (i) either Skillsoft or Churchill
notifies the other party that such other party is in breach of the Skillsoft Merger Agreement, which breach has not been cured
for 20 days from the date of such breach or otherwise waived by the other party, (ii) the initial date of Churchill’s special
stockholder meeting in connection with the Skillsoft Transactions is postponed by Churchill by more than 15 days or (iii) the Global
Knowledge Closing has not occurred by the date that is six months following the date of the Global Knowledge Merger Agreement and
(y) the board of directors of Global Knowledge has determined in good faith, on the basis of advice from legal counsel, that failure
to seek a Global Knowledge Alternative Proposal is inconsistent with the directors’ fiduciary duties under applicable law.
Global Knowledge is obligated to keep Churchill reasonably apprised of any inquiries or proposals regarding, or upon entering into,
any negotiations in respect of a Global Knowledge Alternative Proposal.
Conditions to Closing
The consummation of the Global Knowledge
Merger is subject to customary closing conditions, including, among other things, (i) the consummation of the Skillsoft Merger,
(ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
(iii) the absence of any governmental order, prohibiting the consummation of the Transactions (as defined in the Global Knowledge
Merger Agreement), (iv) Pro-Forma Available Closing Date Cash (as defined in the Global Knowledge Merger Agreement) of not less
than $50,000,000.00, (v) the absence of an “Event of Default” under New Credit Agreements (as defined in the Global
Knowledge Merger Agreement), (vi) the absence of a Material Adverse Effect (as defined in the Global Knowledge Merger Agreement)
and (vii) customary bringdown conditions with respect to each parties’ representations and warranties and covenants.
Termination
The Global Knowledge Merger Agreement may
be terminated at any time, but not later than the Global Knowledge Closing, as follows:
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(i)
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by mutual written consent of Churchill and Global Knowledge;
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(ii)
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by either Churchill or Global Knowledge if the other party has breached any of its covenants or representations and warranties
such that any closing condition would not be satisfied at the Global Knowledge Closing (subject to a cure period of 30 business
days and waiver by the non-breaching party);
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(iii)
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by either Churchill or Global Knowledge if the transactions are not consummated on or before, June 12, 2021 or, if the Skillsoft
Closing occurs, the date that is the later of (x) 3 months following the Skillsoft Closing and (y) April 12, 2021, but, in no event
later than June 12, 2021 (the “Global Knowledge Outside Date”) (provided that a party does not have the right to terminate
under this provision if such party’s material breach of any representations, warranties or covenants causes the Global Knowledge
Closing not to occur prior to Global Knowledge Outside Date);
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(iv)
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by either Churchill or Global Knowledge if a governmental entity shall have issued a final, non-appealable governmental order
permanently enjoining or prohibiting the consummation of the Global Knowledge Merger (provided that the party whose action or inaction
causes the governmental order does not have the right to terminate under this provision);
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(v)
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automatically (subject to Churchill’s right to waive such automatic termination within one day thereafter) if (x) the
RSA (as defined below) has been terminated or is no longer in full force and effect, (y) any Existing Forbearance Agreement (as
defined in the Global Knowledge Merger Agreement) has been terminated or is no longer in effect, and/or the forbearance by the
lenders thereunder contemplated by any Existing Forbearance Agreement is otherwise no longer in effect, and/or (z) if Global Knowledge
files for Chapter 11 under the U.S. Bankruptcy Code or otherwise commences any similar insolvency proceeding in any jurisdiction;
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(vi)
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automatically (subject to Churchill’s right to waive such automatic termination within one day thereafter) at the time
at which (x) the loans or commitments under any Existing Debt Agreement (as defined in the Global Knowledge Merger Agreement) has
been accelerated and/or (y) the Lenders (as defined in the Global Knowledge Merger Agreement) take any action to foreclose upon,
take possession of, sell, or enforce any lien or encumbrance on any of their collateral and/or the Required Consenting Lenders
(as defined in the RSA) elect to deliver a formal notice that they intend to initiate an action against Global Knowledge to enforce
their rights or seek remedies under the Existing Credit Agreements (as defined in the Global Knowledge Merger Agreement);
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(vii)
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by Churchill (provided that if Global Knowledge files for Chapter 11 under the U.S. Bankruptcy Code, such termination will
be automatic without any further action by Churchill, subject to Churchill’s right to waive such automatic termination within
one day thereafter), if (i) (x) Global Knowledge breaches its obligations under each Existing Debt Agreement or the RSA and/or
(y) if any of the Requisite Consenting Lenders under the RSA breach their obligations thereunder or (ii) the RSA is modified without
Churchill’s consent, in each case of clause (i) and (ii), in a manner that has, or would reasonably be expected to have,
a non-de minimis adverse economic impact on the rights of Global Knowledge or Churchill;
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(viii)
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automatically (subject to Churchill’s right to waive such automatic termination within 72 hours of gaining actual knowledge
of its occurrence), following the occurrence of a default under any of the Existing Forbearance Agreements; or
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(ix)
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by either Churchill or Global Knowledge, if the Skillsoft Merger Agreement has been validly terminated in accordance with its
terms.
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The foregoing description of the Global
Knowledge Merger Agreement and the transactions contemplated thereby is not complete and are subject to, and qualified in its entirety
by reference to, the actual agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.2, and the terms
of which are incorporated herein by reference.
The Global Knowledge Merger Agreement has
been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information
about Churchill, Global Knowledge or the other parties thereto. In particular, the assertions embodied in the representations and
warranties in the Global Knowledge Merger Agreement were made as of a specified date, are modified or qualified by information
in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Global Knowledge Merger
Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors,
or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in
the Global Knowledge Merger Agreement are not necessarily characterizations of the actual state of facts about Churchill, Global
Knowledge or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the
other information that Churchill makes publicly available in reports, statements and other documents filed with the SEC.
Restructuring Support Agreement
On October 12,
2020, Global Knowledge entered into a Restructuring Support Agreement (the “RSA”) with (i) 100% of its lenders
under that certain Amended and Restated First Lien Credit and Guaranty Agreement, dated as of January 30, 2015, as amended from
time to time, by and among, inter alios, GK Holdings, as borrower, the guarantors from time to time party thereto, the lenders
from time to time party thereto and Credit Suisse, acting in its capacity as administrative agent and collateral agent (the “First
Lien Credit Agreement,” and the lenders thereto, the “First Lien Lenders”); and (ii) 100% of its lenders under
that certain Amended and Restated Second Lien Credit and Guaranty Agreement, dated as of January 30, 2015, as amended from time
to time, by and among, inter alios, GK Holdings, as borrower, the guarantors from time to time party thereto, the lenders
from time to time party thereto and Wilmington Trust, acting in its capacity as administrative agent and collateral agent (the
“Second Lien Credit Agreement,” and there lenders thereto, the “Second Lien Lenders,” together with the
First Lien Lenders, the “Secured Lenders”). The RSA contemplates an out-of-court restructuring (the “Restructuring”)
that provides meaningful recoveries, funded by Churchill, to all Secured Lenders. Churchill is a third-party beneficiary of the
RSA with respect to enforcement of certain specific provisions and its explicit rights under the RSA and not a direct party.
On the Out-of-Court Transaction Effective
Date (as defined in the RSA), which shall occur concurrently with the Global Knowledge Closing (and only upon such closing), (a)
the First Lien Lenders will receive (i) $143.5 million of cash and (ii) $50 million in aggregate principal amount of new term loans
(or an equivalent amount of cash in lieu thereof), and (b) the Second Lien Lenders will receive (i) $12.5 million of cash and (ii)
$20 million in aggregate principal amount of new term loans (or an equivalent amount of cash in lieu thereof) (both (a) and (b)
as set forth in the term sheet attached to the RSA (the “Restructuring Term Sheet”)).
On the Out-of-Court Transaction Effective
Date, which shall occur concurrently with the Global Knowledge Closing (and only upon such closing), each holder of a claim arising
under that certain Credit and Guaranty Agreement, dated as of November 26, 2019, by and among, inter alios, Global Knowledge
Holdings B.V. and Global Knowledge Network (Canada), Inc., as borrowers, the guarantors from time to time party thereto, the lenders
from time to time party thereto and Blue Torch Finance LLC, as capacity as administrative agent will be paid in cash, in full (including
all accrued and unpaid interest through the date of repayment), as set forth in the Restructuring Term Sheet.
Under the RSA, the Secured Lenders have
agreed, subject to certain terms and conditions, to support the Restructuring of the existing debt of, existing equity interests
in, and certain other obligations of Global Knowledge, on the terms set forth in the RSA.
In accordance with the RSA, the Secured
Lenders agreed, among other things, to: (i) support the Restructuring as contemplated by the RSA and the definitive documents governing
the Restructuring; (ii) not take any action, directly or indirectly, to interfere with acceptance, implementation or consummation
of the Restructuring; and (iii) not transfer their claims under the First Lien Credit Agreement and Second Lien Credit Agreement,
as applicable, except with respect to limited and customary exceptions, including requiring any transferee to either already be
bound or become bound by the terms of the RSA.
In accordance with the RSA, Global Knowledge
agreed, among other things, to: (i) support and take all steps reasonably necessary and desirable to consummate the Restructuring
in accordance with the RSA; and (ii) not, directly or indirectly, object to, delay, impede, or take any other action to interfere
with acceptance, implementation or consummation of the Restructuring.
Subscription Agreements
Prosus Agreements
On October 12, 2020, in connection with
the execution of the Skillsoft Merger Agreement, MIH Ventures B.V. (“Prosus”) entered into a subscription agreement
(the “Prosus Subscription Agreement”) with Churchill and Churchill Sponsor, pursuant to which Prosus subscribed for
10,000,000 newly-issued shares of Churchill Class A Common Stock, at a purchase price of $10.00 per share, to be issued at the
Skillsoft Closing (the “First Step Prosus Investment”), and Churchill granted Prosus a 30-day option (the “Option”)
to subscribe for up to an additional 40,000,000 newly-issued shares of Churchill Class A Common Stock, at a purchase price of $10.00
per share (or such additional number of shares that would result in Prosus beneficially owning shares of Class A common stock representing
35% of the issued and outstanding shares of Churchill on a fully-diluted and as-converted basis as of immediately following the
Skillsoft Closing), in each case, subject to certain adjustments (the “Second Step Prosus Investment” and together
with the First Step Prosus Investment, the “Prosus PIPE Investment”).
Pursuant to the Prosus Subscription Agreement,
in the event Prosus exercises the Option and following consummation of the Prosus PIPE Investment, Prosus will have the right to
nominate a number of directors to Churchill’s Board in proportion to its beneficial ownership of the Churchill Class A Common
Stock; provided that, if (i) Prosus’s ownership percentage of the aggregate outstanding shares of Churchill Class A Common
Stock is at least 20%, Prosus will have the right to designate or nominate no less than two designees to Churchill’s Board;
(ii) Prosus’s ownership percentage of the aggregate outstanding shares of Churchill Class A Common Stock is at least 10%,
Prosus will have the right to designate or nominate no less than 1 designee to Churchill’s Board; and (iii) Prosus’s
ownership percentage of the aggregate outstanding shares of Churchill Class A Common Stock is less than 5%, Prosus will not have
any director nomination right.
In connection with the execution of
the Prosus Subscription Agreement, Prosus entered into a strategic support agreement (the “Strategic Support Agreement”) with Churchill, pursuant to which
Prosus agreed to provide certain business development and investor relations support services in the event it exercises the
Option and beneficially owns at least 20% of the outstanding Churchill Class A Common Stock following closing of the Prosus
PIPE Investment. If Prosus exercises the Option and consummates the Prosus PIPE Investment, it will also nominate an
individual to serve as the chairman of Churchill’s Board, subject to customary approval by Churchill’s nominating
and corporate governance committee.
In the event Prosus exercises the Option
and consummates the Prosus PIPE Investment, Churchill will issue to Prosus warrants to purchase a number of shares of Churchill
Class A Common Stock equal to one-third of the number of shares of Churchill Class A Common Stock purchased in the Prosus PIPE
Investment. The warrants will have terms substantively identical to those included in the units offered in Churchill’s initial
public offering.
The obligations to consummate the Prosus
PIPE Investment are conditioned upon, among other things, certain regulatory and other customary closing conditions and the consummation
of the Skillsoft Merger.
The foregoing descriptions of the
Prosus Subscription Agreement and the Strategic Support Agreement are not complete and qualified in entirety by reference to
the Prosus Subscription Agreement, which is attached as Exhibit 10.4 to this Current Report and incorporated herein by
reference, and the Strategic Support Agreement, which is attached as Exhibit 10.5 to this Current Report and incorporated
herein by reference.
Rhône Subscription Agreement
On October 12, 2020, in connection with
the execution of the Skillsoft Merger Agreement, Albert UK Holdings 1 Limited, a company owned by investment funds affiliated with
Rhône Capital L.L.C. (“Rhône”), entered
into a subscription agreement (the “Rhône Subscription Agreement”) with Churchill, pursuant to which Rhône
has agreed to subscribe for 5,000,000 newly-issued shares of Churchill Class A Common Stock at a purchase price of $10.00 per share
at the Global Knowledge Closing (the “Rhône PIPE Investment”). In the event that Rhône’s board of
directors determines, in its sole discretion, that it is not in Rhône’s interest to make the Rhône Investment,
Rhône has the right to terminate the Rhône Subscription Agreement with written notice to Churchill within 30 days of
executing the Rhône Subscription Agreement.
The obligations to consummate the Rhône
PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the Global Knowledge
Merger.
The foregoing description of the Rhône Subscription Agreement is not complete and is qualified in its entirety by reference to the
Rhône Subscription Agreement, which is attached as Exhibit 10.6 to this Current Report and incorporated herein by reference.
Lodbrok Subscription Agreement
On October 13, 2020, in connection with
the execution of the Global Knowledge Merger Agreement, Churchill entered into a subscription agreement with Lodbrok Capital LLP
(“Lodbrok”) pursuant to which Lodbrok subscribed for 2,000,000 newly-issued shares of Churchill Class A Common Stock,
at a purchase price of $10.00 per share, to be issued at the Global Knowledge Closing (the “Lodbrok Subscription Agreement”).
The obligations to consummate the transactions contemplated by the Lodbrok Subscription Agreement are conditioned upon, among other
things, customary closing conditions and the consummation of the Global Knowledge Merger.
The foregoing description of the Lodbrok Subscription Agreement is not complete and is qualified in its entirety by reference to the Lodbrok
Subscription Agreement, which is attached as Exhibit 10.7 to this Current Report and incorporated herein by reference.
SuRo Subscription Agreement
On October 14, 2020, in connection with
the execution of the Skillsoft Merger Agreement, Churchill entered into a subscription agreement with SuRo Capital Corp. (“SuRo”)
pursuant to which SuRo subscribed for 1,000,000 newly-issued shares of Churchill Class A Common Stock, at a purchase price of $10.00
per share, to be issued at the Skillsoft Closing (the “SuRo Subscription Agreement”). The obligations to consummate
the transactions contemplated by the SuRo Subscription Agreement are conditioned upon, among other things, customary closing conditions
and the consummation of the Skillsoft Merger.
The foregoing description of the SuRo Subscription Agreement is not complete and is qualified in its entirety by reference to the SuRo
Subscription Agreement, which is attached as Exhibit 10.8 to this Current Report and incorporated herein by reference.
Engagement of Financial Advisor
Churchill has engaged The Klein Group, LLC,
an affiliate of M. Klein and Company, LLC and of Churchill Sponsor, to act as Churchill’s financial advisor in connection
with the Skillsoft Merger, the Global Knowledge Merger (as defined below), the Prosus PIPE Investment, the Rhône PIPE Investment,
the SuRo Subscription Agreement and the Lodbrok Subscription Agreement (and together with the Prosus PIPE Investment, the Rhône
PIPE Investment, the SuRo Subscription Agreement and any other financing of the Skillsoft Merger or the Global Knowledge Merger,
the “PIPE Investments”). Pursuant to this engagement, Churchill will pay The Klein Group, LLC a transaction fee of
$4,000,000 with respect to the consummation of the Global Knowledge Merger and 2% of the principal amount raised (excluding any
principal amount raised from an affiliate of Churchill) in connection with any PIPE Investments. The engagement of The Klein Group,
LLC and the payment of the advisory fee has been approved by Churchill’s audit committee and Board in accordance with Churchill’s
related persons transaction policy.
CEO Employment Agreement
On October 13, 2020, Churchill entered into
an employment agreement with Jeffrey Tarr (the “Employment Agreement”) which will become effective upon the Skillsoft
Closing, and pursuant to which Mr. Tarr will serve as Churchill’s chief executive officer and a member of Churchill’s
Board. The Employment Agreement provides for a two-year initial term, which will be automatically extended for successive one-year
periods unless either party provides at least six months’ notice of non-renewal. Pursuant to the Employment Agreement, Mr.
Tarr will receive a base salary of $750,000, be eligible to earn an annual cash incentive bonus with a target and maximum equal
to 100% and 200% of base salary, respectively, and be eligible to participate in health, welfare and other benefits consistent
with those offered to other senior executives of Churchill. The Employment Agreement also provides that within 30 days following
the Skillsoft Closing, Mr. Tarr will receive (i) an award of 1,000,000 options (the “Tarr Options”), each having an
exercise price equal to the fair market value of a share of Churchill Class A Common Stock on the date of grant, which vest ratably
on a quarterly basis over a four-year period commencing on the Skillsoft Closing and (ii) an award of 2,000,000 restricted stock
units (the “Tarr RSUs) which will vest ratably on a quarterly basis over a three year period commencing on the Skillsoft
Closing, in each case, subject to Mr. Tarr’s continued employment through the applicable vesting date, provided, that, upon
a change in control or upon a termination due to death or disability, the Tarr Options and the Tarr RSUs shall become fully vested
as of the date of such change in control or qualifying termination, as applicable, and provided, further, that the Tarr Options
and Tarr RSUs shall be subject to continued vesting upon certain other termination events as described below. The Employment Agreement
further provides that upon a termination by Mr. Tarr for good reason or by Churchill without cause (which shall include a termination
due to Churchill’s nonrenewal of the employment term), Mr. Tarr will be entitled to receive, in exchange for a release of
claims against Churchill and subject to Mr. Tarr’s continued compliance with the restrictive covenants set forth in the Employment
Agreement, severance and benefits consisting of: (i) a payment equal to two times the sum of (A) the base salary and (B) target
annual cash incentive for the year in which termination occurs, payable in substantially equal installments over the twenty-four
month period following the date of termination in accordance with Churchill’s normal payroll practices, (ii) a bonus payment
equal to the annual cash incentive for the year in which termination occurs based on actual performance and prorated to reflect
the period of the fiscal year that has lapsed as of the date of termination, payable at the same time when bonuses are ordinarily
paid by Churchill and (iii) continued vesting of Mr. Tarr’s then-outstanding equity awards for the twelve-month period following
the date of termination. The Employment Agreement contains restrictive covenants including: (i) a perpetual confidentiality covenant,
(ii) a non-solicitation of employees and customers covenant, a non-hire of employees covenant and a non-competition covenant, each
of which applies during the employment term and for twelve months thereafter and (iii) a mutual non-disparagement covenant that
applies during the employment term and for five years thereafter.
Concurrent with the entry into the Employment
Agreement, Churchill also entered into a securities assignment agreement with Mr. Tarr on October 12, 2020 (the “Tarr Warrant
Agreement”) pursuant to which the Churchill Sponsor will assign to Mr. Tarr (i) 500,000 private placement warrants effective
on, and subject to, the Skillsoft Closing, at a price of $0.000001 per warrant and (ii) 500,000 private placement warrants effective
on, and subject to, the Global Knowledge Closing, at a price of $0.000001 per warrant. Each private placement warrant entitles
Mr. Tarr to purchase one share of Churchill Class A Common Stock at an exercise price of $11.50 per share and the private placement
warrants are subject to the lock-up provisions included in the Sponsor Agreement. In the event Mr. Tarr does not commence employment
on the Start Date (as defined in the Employment Agreement) pursuant to the Employment Agreement, the Tarr Warrant Agreement immediately
becomes null and void ab initio and will be of no further force and effect.
The foregoing description of the Employment
Agreement is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which
is filed with this Current Report on Form 8-K as Exhibit 10.9, and the terms of which are incorporated herein by reference.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth above in Item
1.01 of this Report is incorporated by reference herein. The shares of Churchill Class A Common Stock and warrants to purchase
shares of Churchill Class A Common Stock to be issued pursuant to the Global Knowledge Merger Agreement, the Prosus Subscription
Agreement, the Rhône Subscription Agreement, the SuRo Subscription Agreement and the Lodbrok Subscription Agreement will
not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder.
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information set forth above in Item
1.01 of this Report is incorporated by reference herein.
Press Release
Attached as Exhibit 99.1 to this Report
is a press release of Churchill, Skillsoft and Global Knowledge announcing the transactions described in this Report.
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 intends to file a registration statement on Form S-4 with the SEC,
which will include a proxy statement of Churchill and a prospectus of Churchill, and Churchill will file other documents regarding
the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the stockholders of Churchill
and Skillsoft, seeking any required stockholder approval. 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,
when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these
documents, because they will 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 for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarterly periods
ended March 31, 2020, and June 30, 2020, which are 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 registration statement and the proxy statement/prospectus and other relevant documents
filed with the SEC when they become available. 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 our 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 for the year ended December 31, 2019 under Risk Factors in Part I, Item 1A. 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, 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; 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 our 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.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
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Description
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2.1*
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Agreement and Plan of Merger dated as of October 12, 2020, by and between Churchill Capital Corp II and Software Luxembourg Holding S.A.
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2.2*
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Agreement and Plan of Merger, dated as of October 12, 2020, by and between Churchill Capital Corp II, Magnet Merger Sub, Inc., and Albert DE Holdings Inc.
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10.1
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Stockholders Agreement, dated as of October 12, 2020, by and among Churchill Capital Corp II, Churchill Sponsor II LLC and the Founder Holder
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10.2
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Amended and Restated Registration Rights Agreement, dated as of October 12, 2020, by and among Churchill Capital Corp II, Churchill Sponsor II LLC, Software Luxembourg Holding S.A. and the Holders
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10.3
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Sponsor Support Agreement, dated as of October 12, 2020, by and among Churchill Capital Corp II, Churchill Sponsor II LLC, Software Luxembourg Holding S.A. and the Insiders
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10.4**
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Subscription Agreement, dated as of October 12, 2020, by and among Churchill Capital Corp II, Churchill Sponsor II LLC and MIH Ventures B.V.
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10.5
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Strategic Support Agreement, dated as of October 12, 2020, by and between MIH Ventures B.V. and Churchill Capital Corp II
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10.6
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Subscription Agreement, dated as of October 12, 2020, by and between Albert UK Holdings 1 Limited and Churchill Capital Corp II
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10.7
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Subscription Agreement, dated as of October 13, 2020, by and between Lodbrok Capital LLP and Churchill Capital Corp II
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10.8
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Subscription Agreement, dated as of October 14, 2020, by and between SuRo Capital Corp. and Churchill Capital Corp II
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10.9
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Executive Employment Agreement, dated as of October 13, 2020, by and between Jeffrey R. Tarr and Churchill Capital Corp II.
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99.1
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Press Release issued by Churchill and Skillsoft on October 12, 2020.
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* Certain exhibits and schedules to this Exhibit have been omitted
in accordance with Regulation S-K Item 601(b)(2). Churchill agrees to furnish supplementally a copy of all omitted exhibits and
schedules to the Securities and Exchange Commission upon its request.
** Certain exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(a)(5). Churchill agrees to furnish supplementally a copy of all omitted exhibits
and schedules to the Securities and Exchange Commission upon its request.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 16, 2020
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Churchill Capital Corp II
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By:
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/s/ Peter Seibold
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Name: Peter Seibold
Title: Chief Financial Officer
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Churchill Capital Corp II (NYSE:CCX)
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