Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement Amendment
On January 22, 2021, Churchill Capital Corp II, a Delaware corporation
("Churchill"), entered into an amendment (the "Merger Agreement Amendment") to
the previously announced Agreement and Plan of Merger (the "Skillsoft Merger
Agreement"), dated as of October 12, 2020, 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 which 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"). The Merger Agreement Amendment amends and restates in its entirety the
definition of "Applicable Majority" in the Skillsoft Merger Agreement. The
definition of "Applicable Majority" is used in the Skillsoft Merger Agreement in
connection with the Churchill Stockholder Approval required for consummating the
Skillsoft Merger.
Except as described above, all other material terms of the Skillsoft Merger
Agreement remain unchanged. The foregoing description of the Merger Agreement
Amendment does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement Amendment, which is filed as Exhibit 2.1 to
this Form 8-K.
Sponsor Agreement Amendment
On January 22, 2021, Churchill entered into an Amendment to the Sponsor
Agreement (the "Sponsor Agreement Amendment") by and among Churchill, Skillsoft,
Sponsor and Churchill's directors and officers. The Sponsor Agreement Amendment
amends the Sponsor Agreement, dated as of October 12, 2020, by and among
Churchill, Skillsoft, Sponsor and Churchill's directors and officers (the
"Sponsor Agreement"). Pursuant to the Sponsor Agreement Amendment, 75% of the
Founder Shares (as defined in the Sponsor Agreement) shall vest at the closing
of the Skillsoft Merger. 25% of the Founder Shares shall vest at such time as
the Stock Price Level (as defined below) is achieved.
In the event Churchill enters into a binding agreement related to certain sale
transactions involving the shares of Common Stock or all or substantially all
the assets of Churchill (a "Churchill Sale"), all unvested Founder Shares shall
vest on the day prior to the closing of such Churchill Sale.
The "Stock Price Level" will be considered achieved only (a) when the price of
Common Stock (as defined in the Sponsor Agreement) on the New York Stock
Exchange (or other exchange or other market where the Common Stock is then
traded) is greater than or equal to $12.50 or (b) in a Churchill Sale.
Except as described above, all other material terms of the Sponsor Agreement
remain unchanged by the Sponsor Agreement Amendment. The foregoing description
of the Sponsor Agreement Amendment does not purport to be complete and is
qualified in its entirety by reference to the Sponsor Agreement Amendment, which
is filed as Exhibit 10.1 to this Form 8-K.
Item 8.01 Other Events.
Global Knowledge Acknowledgement Letter
On January 22, 2021, Albert DE Holdings Inc. ("Global Knowledge") delivered a
letter (the "Global Knowledge Acknowledgement Letter") to Churchill pursuant to
which Global Knowledge acknowledged, among other things, (i) Churchill's entry
into the Merger Agreement Amendment and (ii) that following Albert UK Holdings 1
Limited's ("Albert UK") termination of that certain Subscription Agreement,
dated as of October 12, 2020, by and between Albert UK and Churchill on November
10, 2020, in accordance with its terms, Albert UK's merger consideration under
that certain Agreement and Plan of Merger (the "Global Knowledge Merger
Agreement"), dated as of October 12, 2020, by and among Churchill, Magnet Merger
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Churchill, and
Global Knowledge shall comprise of 5,000,000 warrants exercisable for Acquiror
Common Stock (as defined in the Global Knowledge Merger Agreement).
The foregoing description of the Global Knowledge Acknowledgement Letter does
not purport to be complete and is qualified in its entirety by reference to the
Global Knowledge Acknowledgement Letter, which is filed as Exhibit 99.1 to this
Form 8-K.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger transaction
involving Churchill and Skillsoft. Churchill has filed a registration statement
on Form S-4 with the SEC, which includes a proxy statement of Churchill and a
prospectus of Churchill, and Churchill will file other documents regarding the
proposed transaction with the SEC. 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 and any
other relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they contain important information about
the proposed transaction. The documents filed by Churchill with the SEC may be
obtained free of charge at the SEC's website at www.sec.gov. In addition, the
documents filed by Churchill may be obtained free of charge from Churchill at
www.churchillcapitalcorp.com. Alternatively, these documents, when available,
can be reduce spacing to be consistent 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, 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. 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 and in the registration statement on Form S-4 discussed above. These
risk factors will be important to consider in determining future results and
should be reviewed in their entirety. These forward-looking statements are
expressed in good faith, and Churchill, Skillsoft and Global Knowledge believe
there is a reasonable basis for them. However, there can be no assurance that
the events, results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as of the date
they are made, and none of Churchill, Skillsoft or Global Knowledge is under any
obligation, and expressly disclaim any obligation, to update, alter or otherwise
revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. Readers should carefully
review the statements set forth in the reports, which Churchill has filed or
will file from time to time with the SEC.
In addition to factors previously disclosed in Churchill's reports filed with
the SEC and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to meet the
closing conditions to the Skillsoft Merger, including approval by stockholders
of Churchill and Skillsoft, and the Global Knowledge Merger on the expected
terms and schedule and the risk that regulatory approvals required for the
Skillsoft Merger and the Global Knowledge Merger are not obtained or are
obtained subject to conditions that are not anticipated; delay in closing the
Skillsoft Merger and the Global Knowledge Merger; failure to realize the
benefits expected from the proposed transactions; the effects of pending and
future legislation; risks related to disruption of management time from ongoing
business operations due to the proposed transactions; business disruption
following the transactions; risks related to the impact of the COVID-19 pandemic
on the financial condition and results of operations of Churchill, Skillsoft and
Global Knowledge; risks related to Churchill's, Skillsoft's or Global
Knowledge's indebtedness; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory actions and
reforms; demand for, and acceptance of, 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.
Item 9.01 Exhibits.
(d) Exhibits:
Exhibit Description
2.1 Merger Agreement Amendment, dated as of January 22, 2021, by and
between Churchill and Software Luxembourg Holding S.A.
10.1 Sponsor Agreement Amendment, dated as of January 22, 2021, by and
among Churchill, Software Luxembourg Holding S.A., Sponsor and
Churchill's directors and officers.
99.1 Global Knowledge Acknowledgement Letter, dated as of January 22,
2021.
© Edgar Online, source Glimpses