Item 8.01 Other Events.
Debt Commitment Letter
In connection with the entry into the Merger Agreement,
Borrower entered into a debt financing commitment letter (the “Debt Commitment Letter”)
with Barclays Bank PLC and Citigroup Global Markets Inc. (the “Commitment Parties”)
on December 22, 2021, pursuant to which the Commitment Parties have committed to arrange and provide Borrower with a senior secured incremental
term loan in an aggregate amount of up to $160.0 million on the terms and subject to the conditions set forth in the Debt Commitment Letter
(the “Incremental Credit Facility”). The proceeds of the Incremental Credit
Facility shall be used to a pay a portion of the consideration for the Merger plus related transaction fees and expenses.
Additional Information and Where to Find It
This communication may be deemed solicitation
material in respect of the proposed acquisition of Codecademy by the Company. This communication does not constitute a solicitation of
any vote or approval. In connection with the proposed transaction, the Company plans to file with the Securities and Exchange Commission
(the “SEC”) and mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction.
The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy
statement or any other document that may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING DECISION WITH RESPECT
TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION.
Any vote in respect of resolutions to be proposed
at the Company’s stockholder meeting to approve the proposed transaction or related matters, or other responses in relation to the
proposed transaction, should be made only on the basis of the information contained in the Company’s proxy statement. Shareholders
may obtain a free copy of the proxy statement and other documents the Company files with the SEC (when available) through the website
maintained by the SEC at www.sec.gov. The Company makes available free of charge on its investor relations website at https://investor.skillsoft.com/
copies of materials it files with, or furnishes to, the SEC.
No Offer or Solicitation
This communication is for information purposes
only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation
to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
The Company and its directors, executive officers
and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders
in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests of
the Company’s directors and executive officers in the Company’s Report on Form 8-K and Form 8-K/A filed on June 17, 2021.
To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since
the amounts set forth in the Company’s Form 8-K filed on June 17, 2021, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed
transaction will be included in the proxy statement relating to the proposed transaction when it is filed with the SEC. These documents
(when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the investor relations page of the Company’s
website at https://investor.skillsoft.com/.
Forward Looking Statements
This document includes statements that are, or
may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those
laws. These forward-looking statements include information about possible or assumed future results of our operations, the timing and
occurrence of the closing of the transaction, and the anticipated transaction benefits. All statements, other than statements of historical
facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as
our outlook, our product development and planning, our pipeline, future capital expenditures, financial results, the impact of regulatory
changes, existing and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths,
goals, the benefits of new initiatives, growth of our business and operations, our ability to successfully implement our plans, strategies,
objectives, expectations and intentions are forward-looking statements. Also, when we use words such as “may,” “will,”
“would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“plan,” “projects,” “forecasts,” “seeks,” “outlook,” “target,”
goals,” “probably,” or similar expressions, we are making forward-looking statements. Such statements are based upon
the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results
may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.
There are important risks, uncertainties, events
and factors that could cause our actual results or performance to differ materially from those in the forward-looking
statements contained in this document, including:
|
·
|
the
impact of changes in consumer spending patterns, consumer preferences, local, regional and
national economic conditions, crime, weather, demographic trends and employee availability;
|
|
·
|
the
impact of the ongoing COVID-19 pandemic (including any variant) on our business, operating
results and financial condition;
|
|
·
|
fluctuations
in our future operating results;
|
|
·
|
our
ability to successfully identify, consummate and achieve strategic objectives in connection
with our acquisition opportunities and realize the benefits expected from the acquisition;
|
|
·
|
the
demand for, and acceptance of, our products and for cloud-based technology learning solutions
in general;
|
|
·
|
our
ability to compete successfully in competitive markets and changes in the competitive environment
in our industry and the markets in which we operate;
|
|
·
|
our
ability to market existing products and develop new products;
|
|
·
|
a
failure of our information technology infrastructure or any significant breach of security,
including in relation to the migration of our key platforms from our systems to cloud storage;
|
|
·
|
future
regulatory, judicial and legislative changes in our industry;
|
|
·
|
our
ability to comply with laws and regulations applicable to our business;
|
|
·
|
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;
|
|
·
|
our
ability to meet future liquidity requirements and comply with restrictive covenants related
to long-term indebtedness;
|
|
·
|
our
ability to successfully defend ourselves in legal proceedings; and
|
|
·
|
our
ability to continue to meet applicable listing standards.
|
Additional factors
that may cause actual results to differ materially from any forward-looking statements regarding the transaction between Skillsoft and
Codecademy include, but are not limited to:
|
·
|
our
ability to timely satisfy the conditions to the closing of the transaction contemplated in
the definitive agreement;
|
|
·
|
occurrence
of any event, change or other circumstances that could give rise to the termination of the
definitive agreement;
|
|
·
|
the
possibility that the consummation of the acquisition is delayed or does not occur, including
the failure to obtain stockholder approval of the transaction;
|
|
·
|
our
ability to realize the benefits from the acquisition;
|
|
·
|
our
ability to effectively and timely incorporate the acquired business into our business operations;
|
|
·
|
risks
that the acquisition and other transactions contemplated by the definitive agreement disrupt
current plans and operations that may harm the parties’ current businesses; and
|
|
·
|
the
amount of any costs, fees, expenses, impairments and charges related to the acquisition;
and
|
|
·
|
uncertainty
as to the effects of the announcement or pendency of the acquisition on the market price
of the Company’s common stock and/or on the parties’ respective financial performance.
|
The foregoing list
of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For
more information, please see the risk factors included in the Company’s Amendment no. 1 to its Registration Statement on Form S-1
declared effective by the SEC on July 29, 2021, and subsequent filings with the SEC.
Although we believe
that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking
statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking
statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives
and plans will be achieved. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results. Additionally, statements as to market share, industry data and our market position are based on the
most currently available data available to us and our estimates regarding market position or other industry data included in this document
or otherwise discussed by us involve risks and uncertainties and are subject to change based on various factors, including as set forth
above.
Our forward-looking
statements speak only as of the date made and we will not update these forward-looking statements unless required by applicable law.
With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we
caution you against unduly relying on these forward-looking statements.