Skillsoft SPAC Presentation Deck
TRANSACTION SUMMARY
($M)
PF EQUITY OWNERSHIP
OWNERSHIP
Shareholders
Churchill SPAC
Skillsoft S/H
Common Equity PIPE
Investors7
Total Shares Outstanding
ILLUSTRATIVE CAPITAL STRUCTURE
Cash
Total Old Debt
New Debt
Take Back Debt
A/R Facility
Total Debt
Net Debt
Interest Expense
Interest Coverage
DAY 1 OWNERSHIP¹
Shares
skillsoft
81.92
28.5
CY2022E Adj.EBITDA5
53.0
163.4
%
50.1%
17.4%
32.4%
100.0%
Metric
$200
INC. REVESTED
PROMOTE¹
Shares
86.3
28.5
53.0
167.8
PRE-RESTRUCTURING
51.4%
17.0%
31.6%
100.0%
%
$2,3638
$2,363
2,363
11.8x/11.8x
$1638
1.2x
The sponsor will
agree to a portion of
promote unvesting
and revesting at
$12.50
Substantial value will
be created for
investors before
Churchill's sponsor
receives all Founder
shares
POST-RESTRUCTURING
$5357
$610
40
$650
115
3.3x/0.6x
$53
3.8x
ILLUSTRATIVE SOURCES AND USES
SOURCES
Churchill Cash (IPO)³
Issue Equity to Skillsoft S/H
Common Equity PIPE Cash"
Cash on Skillsoft & GK Balance Sheet
Take Back Debt4
Total Sources
USES
Cash Paid to Skillsoft S/H
Issue Equity to Skillsoft S/H
Cash Paid to GK Lenders
Take Back Debt4
Transaction Fees
Cash to Balance Sheet7
Total Uses
700
285
530
61
90
$1,666
$
505
285
172
90
80
535
$1,666
%
42.0%
17.1%
31.8%
3.7%
5.4%
100.0%
%
30.3%
17.1%
10.3%
5.4%
4.8%
32.1%
100.0%
Notes:
1 Excludes warrants and management equity.
2 Net of 25% Founders shares subject to re-vesting 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 no redemptions.
7 PIPE subject to certain conditions; $400M second step investment by Prosus subject to CFIUS approval.
8 Illustrative combined total debt and interest expense based on previous capital structures.
Source: Churchill estimates, management estimates, S-4. Excludes equity issued to management and
advisors in connection with the consummation of the contemplated transaction, including equity issued
under hill's management ince tive compensation plan.
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