Filed by Churchill Capital Corp II

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Churchill Capital Corp II

Commission File No. 001-38960

Date: December 2, 2020

NEW MICROSOFT WORD DOCUMENT_1_PAGE_01.GIF  Investor Presentation CHURCHILL CAPITAL December 2020

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_02.GIF Disclaimer IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made in respect of the proposed merger transaction involving Churchill II and Skillsoft. Churchill II intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Churchill II and a prospectus of Churchill II, and Churchill II 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 II and Skillsoft, seeking any required stockholder approval. Before making any voting or investment decision, investors and security holders of Churchill II 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 II 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 II may be obtained free of charge from Churchill II at www.churchillcapitalcorp.com. Alternatively, these documents, when available, can be obtained free of charge from Churchill II 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 II, 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 II, in favor of the approval of the merger. Information regarding Churchill II’s directors and executive officers is contained in Churchill II’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, June 30, 2020, and September 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; NON-GAAP 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 II’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 II’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; and risks of 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. Some financial information in this communication, including Adjusted EBITDA and Adjusted EBITDA margin projections, have not been prepared in accordance with generally accepted accounting principles (“GAAP”). Churchill II is unable to provide reconciliations to the most directly comparable GAAP measures without unreasonable effort due to the uncertainty of the necessary information for such calculations. 2

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_03.GIF Overview of CHURCHILL CAPITAL Asset VehicleCHURCHILLCHURCHILL CAPITAL ICAPITAL III Acquisition AnnouncedJanuary 2019July 2020 Churchill PartnerJerre SteadPaul Galant & Bill Veghte Equity Value$17B$7B(1) Firm Value$21B$11B(1) The Churchill companies A unique model, the first GP team focused purely on public equity vehicles Creating value by leveraging the active engagement of high performing Fortune 500 CEOs A pioneer in public equity vehicles for scale investments A track record of acquiring proven, profitable, growing businesses of scale A competitive edge in global sourcing The demonstrated best partner for prospective targets CHURCHILL CAPITAL II Raised June 2019 CHURCHILL CAPITAL IV Raised July 2020 CHURCHILL CAPITAL V Announced September 2020 $690M $2.07B $400M $35B+in assets under the Churchill Umbrella Source: FactSet. Market data as of 11/10/20.3 (1) Based on value at close.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_04.GIF Overview of Company Overview • Top ten global consumer internet company / Largest listed in Europe by asset value • Leadership position across countries on five continents ‒ Early investor in Tencent and OLX • Listed by Naspers on Euronext Amsterdam in September 2019 under ticker PRX ‒ Part of the Euro Stoxx 50 index ‒ Market capitalization of $170bn+ • Focused on companies with high growth and leadership positions addressing big societal needs Leading EdTech Investor (Select EdTech Investments) Investment Philosophy (As Presented by CEO Bob van Dijk at Investor Day 2019) Active “When we invest, we bring that operating capability to bear. We're very hands on.” Focused “We don't do lots of different things. We do things at scale when we have a deep understanding of the business and we can get a good return” Long-term Focus “We don't flip companies… if we see the potential of a company, we can be invested for 10 years, 20, 30 years” Source: FactSet. Market data as of 11/10/20.4

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_05.GIF  Creating the new Purchase price• Skillsoft ~$1.3B • Global Knowledge ~$233M Combined Valuation multiples(1) • Revenue: 2.2x • Adj. EBITDA: 7.6x • Levered Free Cash Flow: 5.6x Capital structure• $530M PIPE(2) • Net debt of ~$115M, 0.6x Adj. EBITDA(2,3,4) Ownership(2,5) • Churchill: ~50% • Skillsoft shareholders: ~17% • PIPE: ~32% Partners• Churchill Capital • Prosus Timing• Proxy Filing as soon as possible • Expected closing CY Q1 2021 (1) Based on acquisition values and FYE 1/31/2023E financials. LFCF assumes ~70% conversion. (2) PIPE subject to certain conditions; $400M incremental investment by Prosus subject to certain conditions including CFIUS approval; assumes no redemptions. (3) Based on FYE 1/31/2023E Adj. EBITDA midpoint. (4) Debt includes Skillsoft debt and debt pro forma for Global5 Knowledge transaction. (5) Excludes impact of warrants, management equity, and portion of Founder Shares unvested and revested at $12.50 share price.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_06.GIF  Significant value creation opportunity for investors Skillsoft’s implied value is at a significant discount to its peers on revenue multiples Firm Value / CY2022E Revenue 2.2x 1 4.5x5.2x 5.8x Firm Value / CY2022E Adj. EBITDA 7.6x 13.3x 106.7x 15.6x The Company is unique in its high cash flow generation unlike many of its peers 1 Equity Value / CY2022E LFCF 16.3x 74.4x 20.3x 5.6x 1 Source: FactSet. Market data as of 11/10/20. (1) Based on acquisition values of Skillsoft and Global Knowledge. Multiples based on midpoint of FYE 1/31/23E range. LFCF assumes ~70% conversion.6

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_07.GIF  We are creating the newas the world’s leading digital corporate learning company New Attractive Investment 1 1Business is at inflection point in CY21 2 Revenue synergies from stronger, multi-modal tech & dev offerings 2 3 600 person sales force in 160+ countries 3Cost synergies from redundant G&A 4 5 6 Financial scale with $700M Revenue & $200M Adj. EBITDA in CY221, positioning company as largest and most profitable business in space 4 5 6Significant valuation discount to peers Source: Churchill estimates.7 (1) Pro forma for Churchill transaction with Skillsoft and Global Knowledge. Midpoint of estimated range; reflects FYE 1/31/23E financials.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_08.GIF  The corporate learning market is large, growing and fragmented Large marketGrowing marketFragmented market Addressable market ~$300B ~$130B Global Professional eLearning market is anticipated to grow annually at ~10%(1) from 2020 to 2025 +10% p.a. No other corporate digital learning business with >$500m of revenue New $500M revenue ~$28B $28B $45B Global professional learning US professional learning Global professional eLearning 20202025 Source: Third-party consultant market research report, Tyton Partners, Grand View Research.8 (1) Within the Global Education Technology market which is anticipated to grow annually at 18% from 2020 to 2027.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_09.GIF  Standaloneis a leading provider of comprehensive digital corporate learning content and tools Comprehensive source of digital learning content Extensive catalog for business skills, leadership development, compliance, and foundational tech & dev Expansive customer base and relationships with CHROs and CLOs New Percipio platform supports more immersive learning and engagement with higher NPS 180k+ Learning assets $514M~96% (1) Reflects FYE 1/31/20A financials. (2) Refers to Content business; ~90% with SumTotal included.9

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_10.GIF Gl obal Knowledge Chosen IT trainer by most leading technology equipment and software suppliers Direct to learner subscription Authorized and non-authorized content Hands-on, experiential learning led by expert instructors Corporate subscription Available in the classroom, virtually, and on-demand Virtual classroom courses 300+ On-demand courses Live virtual classroom courses 1Customer satisfaction rate 2,500+ 95%

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_11.GIF  Gl obal Knowledge position the combined company for growth Safety & compliance Content1 Breadth Safety & compliance Business & leadership skills Technology & Development 2 Depth General content Foundational level Practitioner level Authorized partner contentExperiential learning General content FoundationalPractitioner Expert Modalities4 Delivery modality On-demand (Courses On-demand iobooks) Live virtualIn-person Assessments and reporting Fortune 1000 CHROs & CLOs Assessments and insights Custom learning plans FleFxliebxleibklenomwiclerod-gleanrnuigngets LMS partners (e.g., SAP/Success Factors) Fortune 1000 CHROs & CLOs Governments SMEs Fortune 1000 CTOs & CIOs Learners 7 Partnerships LMS partners (e.g., SAP/Success Factors) IT vendor (e.g., Cisco, Microsoft, AWS, Redhat) 8 Geography North America APAC EMEA South America 11

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_12.GIF  The newwill be an industry leader in size, content, and impact SizeContent Impact New Skillsoft ~$700M CY22E PF Revenue1 180k+ Courses, videos, and books 95% Satisfied classroom learners3 ~$200M CY22E PF Adj, EBITDA1,2 200+ Certifications available 53 NPS for Percipio4 Leading competition  Sub $500M revenue  Negative EBITDA  Limited breadth  Variable depth  Limited hands-on training  Source: Company materials (1) Midpoint of estimated range; reflects FYE 1/31/23E financials, (2) Includes $25M of estimated run-rate cost synergies. (3) Global Knowledge 2020 survey of classroom learners. (4) Weekly overall NPS score as of 9/18/2020.12

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_13.GIF  13 Sample of customers of combined company (1) Business customers include government. >70% Of Fortune 1000 ~45M Learners worldwide 160+ Countries worldwide ~600 Combined sales force ~98% Revenue from business customers1 13

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_14.GIF  The newwill be the digital corporate learning leader, with leading positions across segments Leadership & Business Technology & Developer Compliance Skillsoft’s market position: Competitive Landscape: #1#2#2 #1 Global leader Note: Skillsoft market shares for self-paced online digital learning globally, based on internal estimates; competitors’ shares based on internal estimates on revenue allocations. 14

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_15.GIF Both companies at inflection point and positioned for growth First certified interoperable with SAP Learning (2003) On-demand video offering (2007) Broadest content library in market Relationships with most Fortune 500 companies Taken private and encumbered with debt while venture-backed competitors launched new features (e.g., badging, credentialing, direct to learner selling) Launched Percipio Shifted to learner focus Started integration with 3rd party LMSs Created live instruction capabilities Launched rebranding effort 1995-2010: Formation and growth 2010-2020: Roadblocks and competitive pressures Present: Intersecting inflection points Classroom training for expert authorized technology Large, loyal customer base Largest partner for authorized vendors (MSFT, AWS, CSCO) Encumbered with debt, then hit with COVID-19, causing classroom sales decline Accelerated virtual adoption Launched on-demand subscriptions Expanded into foundational and practitioner level IT content training Today we have recapitalized the new Skillsoft to catalyze its pivot to growth… 15

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_16.GIF  platform is the technological foundation for future growth 4x More learning hours1 ~100% Percipio cohort retention The Percipio platform Learner focused Skill-based learning paths AI-enabled Badges, opensource content, microlearning, mobile app Why customers choose Percipio Easy interface Broad content Better engagement Reliable tracking Integration with leading LMSs up to 29 pt Increase in retention1 16 16 Source: Percipio.com, Skillsoft financials (1) Compared to Skillsoft legacy platform; increase in retention varies by quarter.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_17.GIF  The strength ofhas been driving customer wins Company DescriptionWin TypeCompetitionDateSkillsoft Value Drivers $20B+ TEV company in the information technology sectorWinback• LinkedIn LearningJanuary 2020 Multi-billion-dollar TV networkHead-to-Head• LinkedIn LearningApril 2020 • Learner-driven experience design of Percipio • Strength of new course design • Proven integration with LMS platform • Percipio platform integration • MIT neuroscience research, validation of learning methodology • Leadership development offering $1B+ TEV company in the business services and retail sectorHead-to-Head $5B+ TEV company in the financial • LinkedIn Learning • Degreed • Udemy • LinkedIn Learning April 2020 • Aligned to needs of 6-7 distinct business units • High value learnings paths and channels • Blend of customer content and channels • Single source provider aligned across the business services sectorHead-to-Head $40B+ TEV company in the • PluralsightMay 2020 • Enabled key requirements for organization • Strong user experience feedback • Breadth of offering; new experience with Percipio telecommunications sectorEarly Renewal• LinkedIn LearningJuly 2020 Multi-billion-dollar company in the manufacturing sectorRenewal• LinkedIn LearningJuly 2020 $100M+ company in the business solutions sectorWinback• LinkedIn LearningAugust 2020 Multi-billion-dollar company in the digital technology sectorHead-to-Head• LinkedIn LearningSeptember 2020 • Multi-modal content • Support for custom content • Breadth of coverage, including compliance • Multi-modal content • Custom content • Single source provider for T&D, Compliance, L&B • Deep T&D capabilities+ Labs • Customized, mapped to ASG capability framework • High value learnings paths and channels • Multi-language • Strong user experience feedback 17

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_18.GIF  is exhibiting strong momentum Percipio vs. Legacy Platform Skillport Performance Comparison ($M) Dual Deployment of Percipio & SkillportLegacy Platform Skillport $328 $300-310$305-320 ~10% $340-360 Annual Recurring Revenue (Excl. SumTotal) 55% 32% 13% ~25% ~45% ~30% ~30% ~60% 100% CY19ACY20ECY21ECY22E Percipio CRR(1) 94%95% - 100%96% - 102%97% - 103% Dual Deployment CRR(1) 111%95% - 100%96% - 102%--Skillport CRR(1) 84%74% - 78%69% - 75%--Percipio & DD New Business $10$14-18$22-30 Note: Dual Deployment (DD) reflects customers who are paying for Percipio and Skillport platforms. Percipio reflects customers who are only paying for Percipio products. Legacy platform Skillport reflects customers who are only paying for legacy platform Skillport.18 Information shown reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). (1) CRR represents combined renewal rate, which includes upsell, downsell and churn of existing customers; CRR does not include new business from new customers.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_19.GIF  has stabilized with improved product mix Global Knowledge Sequential Order Intake Progression ($M) On-Demand Virtual Classroom Training & Other Global $64 $55 $48 $55 $12 Knowledge Quarterly Order Intake(1) $39$21$6 $37$36 $19$30 $6$5$7 Q4 CY'19Q1 CY'20Q2 CY'20Q3 CY'20 • COVID-19 expected to negatively impact classroom revenue by ~$120-125M(2) offset by ~$40M increase from growth in virtual and on-demand offerings • Order intake has stabilized and is growing sequentially • On-demand subscription will be a future growth driver for the business Note: Information shown reflects FYE January 31st financials (e.g., FYE 1/31/21 shown for CY2020). (1) Order intake represents contracted sales commitments for the forward 12-month period.19 (2) Based on estimated change in total Classroom Training and Other revenue from CY19A to CY20E (FYE January 31st financials).

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_20.GIF Churchill-led investor group will accelerate the pivot to growth CHURCHILL CAPITAL+ Partnership of Leading EdTech and Growth Investors Contributing capital, expertise, and management talent Cash infusion supports investment in: Product development and deployment Sales and marketing Business optimization Balance sheet restructuring repositions business ($1B+ new equity invested and eliminating ~$1.5B debt and ~$1.0 sponsor equity) Mergers and acquisitions Talent and culture 20

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_21.GIF  Churchill strategy to transform the new Product development & deployment Accelerate Percipio migration with LMS integrations Integrate and expand tech & dev offerings Create multi-modal learning journeys with on-demand, virtual and classroom Continue to enhance tools, leveraging AI, adaptive learning, custom content development Invest in new content organically and through partnerships and M&A Sales & marketing Complete sales transformation with staffing of customer acquisition teams Create integrated tech & dev sales team to cross-sell both companies’ offerings Increase marketing and product qualified lead generation Leverage digital selling tools and Global Knowledge e-commerce platform to engage learners directly Business optimization Realize $20M+ in near-term cost synergies Leverage best cost locations Upgrade back office systems to realize efficiencies and integrate future acquisitions Mergers & acquisitions Expand corporate development team and leverage Churchill for opportunity sourcing Create capability to rapidly acquire and integrate tuck-ins Consider larger, accretive and transformational opportunities in-line with capital policy Talent and culture Create high performance leadership team (best athlete) Transform culture, built upon an inspiring purpose, vision and values Attract and retain top talent at all levels using equity compensation where appropriate 21

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_22.GIF  Skillsoft will accelerate growth with strategic acquisitions More than 1000 venture-backed tuck-in acquisition targets with less than $100M in revenue Platform capabilities Learning content & tools New use cases Positioned as the best acquirer with Balance sheet Percipio platform Size of salesforce Customer base22

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_23.GIF Financial Overview Key Metrics Order intake ($M) Short-Term Metrics 66% Revenue from subscriptions Revenue ($M) 770 625-650 660-690710-760 23 – 27% Short-Term Adj. EBITDA Margin6 0.6x 802 Adj. EBITDA ($M) 650-680 645-675 675-725 Net Leverage at Close2,3 $535M Cash on Balance Sheet3 6 221 Levered free cash flow ($M) NM 145-165 NM 155-175180-220 125-155 65-95 Long-Term Target Metrics 7 – 10% Sector Growth Run-Rate Achieved During 2023 30 – 35% CY20191,4 CY20201,4 CY20211,4 CY20221,4,5 Target Long-Term Adj. EBITDA Margin 23 Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID-19, customer churn from Skillsoft legacy platform, and other impacts mainly attributable to COVID-19. Reconciliation of non-GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY2022 includes $25mm of estimated cost synergies. (2) Based on FYE 1/31/2023E Adj. EBITDA midpoint. (3) Assumes no redemptions. (4) The above unaudited pro forma non-GAAP financial results present the combined results of Skillsoft and Global Knowledge, assuming that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non-GAAP financial results do not reflect fresh start accounting for Skillsoft or any purchase accounting adjustments in respect of Global Knowledge. These unaudited pro forma non-GAAP financial results are not prepared in accordance with Article 11 of the SEC’s Regulation S-X and may not reflect other adjustments that would be required in Article 11-compliant financial information. These unaudited pro forma non-GAAP financial results are not necessarily indicative of what the companies’ results would have been if they had been under common control during the periods presented or of the companies’ future results following the business combination. (5) Assumes ~70% LFCF conversion. (6) Short-term assumptions reference CY2020-CY2022; long-term targets reference CY2023 and beyond. 75 – 85% Long-Term LFCF Conversion 23

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_24.GIF  Transaction Summary PF Equity Ownership ($M) Acquisition Values •Skillsoft Purchase Price: $1.3B Ow ne rs hip (1)(1) •Global Knowledge Purchase Price: $233M Day 1 Ow ne rs hip Inc. Re ve s te d Prom ote Share holde rs Share s % Share s % Churchill SPAC 81.9 50.1% 86.3 (2) 51.4% Illustrative Sources and Uses Skillsof t S/H 28.5 17.4% 28.5 17.0% ($M) Common Equity PIPE Investors (7) 53.0 32.4% 53.0 31.6% Source s Total Share s Outs tanding 163.4 100.0% 167.8 100.0% Churchill Cash (IPO) (3) $ % $700 42.0% •The sponsor will agree to a portion of promote unvesting and revesting at $12.50 Issue Equity to Skillsof t S/H 285 17.1% •Substantial value will be created for investors before Churchill’s sponsor receives all Founder shares Common Equity PIPE Cash (7) 530 31.8% Cash f rom Skillsof t & GK Balance Sheet 61 3.7% Illustrative Capital Structure Take Back Debt (4) 90 5.4% ($M) Total Source s $1,666 100.0% Pre - Re s tructuring Pos t-Re s tructuring (6) Us e s Cas h - $535 Total Old De bt $2,363 Ne w De bt: Take Back Debt $610 A/R Facility - 40 $% Cash Paid to Skillsof t S/H $505 30.3% Issue Equity to Skillsof t S/H 285 17.1% Cash Paid to GK Lenders 172 10.3% Total De bt $2,363 $650 Take Back Debt (4) 90 5.4% Ne t De bt M e tr ic 2,363 115 Transaction Fees 80 4.8% CY2022E Adj. EBITDA (5) $200 11.8x / 11.8x 3.3x / 0.6x Interest Expense $163 $53 Interest Coverage 1.2x 3.8x Cash to Balance Sheet 535 32.1% Total Us e s $1,666 100.0% Source: Churchill estimates, management estimates. (1) Excludes warrants and management equity. (2) Includes all Founder shares before unvesting and revesting 25% of Founder shares at $12.50 share price. (3) $700M available cash in Churchill Capital; assumes $10M of interest from cash held in trust. (4) $20M for Skillsoft lenders and $70M for Global Knowledge lenders. (5) Reflects FYE 1/31/23E Adj. EBITDA midpoint. (6) Pro forma for Churchill transactions with Skillsoft and Global Knowledge; assumes no24 redemptions. (7) PIPE subject to certain conditions; $400M incremental investment by Prosus subject to certain conditions including CFIUS approval.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_25.GIF  We are creating the newas the world’s leading digital corporate learning company New Attractive Investment 1 1Business is at inflection point in CY21 2 Revenue synergies from stronger, multi-modal tech & dev offerings 2 3 600 person sales force in 160+ countries 3Cost synergies from redundant G&A 4 5 6 Financial scale with $700M Revenue & $200M Adj. EBITDA in CY221, positioning company as largest and most profitable business in space 4 5 6Significant valuation discount to peers Source: Churchill estimates.25 (1) Pro forma for Churchill transaction with Skillsoft and Global Knowledge. Midpoint of estimated range; reflects FYE 1/31/23E financials.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_26.GIF  Appendix 26

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_27.GIF  Jeff Tarr to lead the new Transformational executive with a track record of success building tech-enabled services companies into trusted industry leaders. Meaningfully Grew DigitalGlobe’s Business (DigitalGlobe’s Revenue Over Tenure; $ in millions) $900 Jeff Tarr Chief Executive Officer Execution Experience Board Experience • Over last two decades, has built three publicly traded tech-enabled information companies into industry leaders • Will lead the Company to better serve its customers, capitalize on new technologies, and unlock new markets • Former CEO of DigitalGlobe and Hoover’s, Former President & COO of IHS $340 2011A2017A History of Creating Value for Shareholders (IHS’s Revenue Over Tenure; $ in millions) $1,075 $476 2005A2010A Source: DigitalGlobe, Maxar Technologies, and IHS filings, public information, and FactSet.27

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_28.GIF Financial Overview ($M) (1,2) Calendar Year (1,2)(1,2)(1,2)(1,2) Skills oft Order Intake: 2018A2019A2020E2021E2022E (3) Content$365$347$310 - $320 Sum Total 149 138 115 - 120 Total Skillsoft Order Intake$513$485$425 - $440$435 - $450$465 - $495 Global Knowledge Order Intake: Clas s room Training and Other$187$171$45 - $50 Digital Offerings 125 113 155 - 160 (4) Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID-19, customer churn from Skillsoft legacy platform, and other impacts mainly attributable to COVID-19. Product level view of Order Intake / Revenue for Skillsoft Content and SumTotal. Reconciliation of non-GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY2022 includes $25mm of estimated cost synergies. (2) The above unaudited pro forma non-GAAP financial results present the combined results of Skillsoft and Global Knowledge, assuming that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non-GAAP financial results do not reflect fresh start accounting for Skillsoft or any purchase accounting adjustments in respect of Global Knowledge. These unaudited pro forma non-GAAP financial results are not prepared in accordance with Article 11 of the SEC’s Regulation S-X and may not reflect other adjustments that would be required in Article 11-compliant financial information. These unaudited pro forma non-GAAP financial results are not necessarily indicative of what the companies’ results would have been if they had been under common control during the periods presented or of the companies’ future results following the business combination. (3) Skillsoft Content includes ~$15mm of order intake / revenue from services in CY20. (4) Other order intake / revenue within the Global Knowledge Classroom Training and Other line item is ~$20mm in CY20. (5) Reconciliation of non-GAAP financial measures provided in appendix for CY2018 and CY2019; CY2020 adjustments will be consistent with CY2018 and CY2019; on a going forward basis, the Company intends to exclude non-recurring, non-cash items including stock-based compensation, generally consistent with the categories identified on page 34. CY2021 excludes estimated cost to achieve synergies of $20mm.28 (6) Pro forma adjusted net income calculated as adjusted EBITDA minus estimated depreciation expense minus estimated interest expense minus estimated adjusted taxes at pro forma cash tax rate; pro forma adjusted net income excludes purchase price amortization and all other items excluded from adjusted EBITDA.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_29.GIF  Financial Summary CY2019A – CY2022E Pro Forma Order Intake Bridge ($M) Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID-19, customer churn from Skillsoft legacy platform, and other impacts mainly attributable to COVID-19. Product level view of Order Intake / Revenue for Skillsoft Content and SumTotal. Reconciliation of non-GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY2022 includes $25mm of estimated cost synergies. 29

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_30.GIF  Financial Summary (Cont’d) CY2019A – CY2022E Pro Forma Revenue Bridge ($M) CY2019A Revenue(1,2) Skillsoft: Decrease in Content Skillsoft: Decrease in SumTotal Global Knowledge: Decrease in Classroom and Other Global Knowledge: Increase in Digital Offerings CY2020E Revenue(1,2) Skillsoft: Decrease (Due to Prior Year Decline in Order Intake) Global Knowledge: Increase CY2021E Revenue(1,2) Skillsoft: Increase Global Knowledge: Increase CY2022E Revenue(1,2) Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID-19, customer churn from Skillsoft legacy platform, and other impacts mainly attributable to COVID-19. Product level view of Order Intake / Revenue for Skillsoft Content and SumTotal. Reconciliation of non-GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY2022 includes $25mm of estimated cost synergies. 30

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_31.GIF  Financial Summary (Cont’d) CY2019A – CY2022E Pro Forma Adj. EBITDA Bridge ($M) CY2019A Skillsoft: Skillsoft: Global Global CY2020E Pro Forma: Pro Forma: Cost CY2021E Pro Forma: Pro Forma: Additional CY2022E Adj. Revenue Expense Knowledge: Knowledge: Adj. Revenue Expense Synergies Adj. Revenue Expense Cost Adj. Note: CY2020 decline primarily due to decline in classroom revenue at Global Knowledge as a result of COVID-19, customer churn from Skillsoft legacy platform, and other impacts mainly attributable to COVID-19. Reconciliation of non-GAAP financial measures provided in appendix. (1) Reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for CY2021). CY2021 includes $15mm of estimated cost synergies; CY2022 includes $25mm of estimated cost synergies. 31

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_32.GIF  Summary of Shares Outstanding at Various Prices (Shares in M) Total Share s Public Share s as % of Share s Outs tanding (Incl / Excl Public (1) Churchill Public Shares: Commentary Share Price Public IPO Share s Outs tanding Warrants ) • Includes 69.0M public IPO shares • Includes 23.0M public warrants issued in connection with the IPO $10.00 69.0 163.4 42.2% / 42.2% $12.00 70.0 166.0 42.1% / 41.6% $14.00 73.1 178.8 40.9% / 38.6% $16.00 75.5 185.2 40.8% / 37.3% $18.00 77.3 190.1 40.7% / 36.3% $20.00 77.3 191.6 40.4% / 36.0% ‒ Strike price of $11.50 / share and forced redemption price of $18.00 / share Total Shares Outstanding: • Includes 28.5M shares issued to Skillsoft shareholders • Includes 53.0M shares issued to PIPE investors(2) • Includes 16.7M warrants issued to PIPE investors at substantively identical terms as the public warrants • Includes 5.0M warrants issued as consideration for Global Knowledge transaction ‒ $11.50 strike price; no forced redemption • Includes 17.25M founder shares ‒ 4.3M founder shares subject to vest only if the share price exceeds $12.50 per share • Includes 17.3M private placement warrants purchased or acquired by the sponsor(3) ‒ $11.50 strike price; no forced redemption Note: Shares and warrants net for Treasury Stock Method (“TSM”). Excludes management equity. (1) Public shares including public warrants (on a TSM basis) as % of total shares outstanding / public shares excluding public warrants (on a TSM basis) as % of total shares outstanding.32 (2) PIPE subject to certain conditions; $400M incremental investment by Prosus subject to certain conditions including CFIUS approval. (3) Includes 1.5mm warrants payable to Churchill sponsor for loan to Churchill at Churchill sponsor’s option.

 

 

 

NEW MICROSOFT WORD DOCUMENT_1_PAGE_33.GIF  Reconciliation of Non-GAAP Financial Measures Note: The above unaudited pro forma non-GAAP financial results present the combined results of Skillsoft and Global Knowledge, assuming that they had been consolidated for the full LTM periods ended 1/31/2019 and 1/31/2020. These unaudited pro forma non-GAAP financial results do not reflect fresh start accounting for Skillsoft or any purchase accounting adjustments in respect of Global Knowledge. These unaudited pro forma non-GAAP financial results are not prepared in accordance with Article 11 of the SEC’s Regulation S-X and may not reflect other adjustments that would be required in Article 11-compliant financial information. These unaudited pro forma non-GAAP financial results are not necessarily indicative of what the companies’ results would have been if they33 had been under common control during the periods presented or of the companies’ future results following the business combination. (1) Calculation pursuant to credit agreement operative in those periods.