Slide 1: Investor Presentation
Investor Presentation CHURCHILL CAPITAL December 2020
Slide 2: Disclaimer
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 o
Slide 3: Overview of Prosus
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 E
Slide 4: Creating the new Skillsoft
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 s
Slide 5: Significant value creation opportunity for investors
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 generat
Slide 6: We are creating the new Skillsoft, the world's leading digital corporate learning company
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
Slide 7: The corporate learning market is large, growing and fragmented
The corporate learning market is large, growing and fragmented Large marketGrowing marketFragmented market Addressable market ~$300B ~$130B Global Professional eLearning market is anticipated to grow annually at ~10%(1) from 2020 to 2025 +10% p.a. No other corporate digital learning business with >$
Slide 8: Standalone Skillsoft is a leading provider of digital corporate learning content and tools
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 a
Slide 9: Global Knowledge: chosen IT trainer by leading technology suppliers
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 V
Slide 10: Global Knowledge positions the combined company for growth
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 Foun
Slide 11: The new Skillsoft will be an industry leader in size, content, and impact
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 $500
Slide 12: Sample of customers of combined company
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
Slide 13: The new Skillsoft will be the digital corporate learning leader across segments
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 global
Slide 14: Both companies at inflection point and positioned for growth
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
Slide 15: Percipio platform is the technological foundation for future growth
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 Broa
Slide 16: The strength of Percipio has been driving customer wins
The strength ofhas been driving customer wins Company DescriptionWin TypeCompetitionDateSkillsoft Value Drivers $20B+ TEV company in the information technology sectorWinback• LinkedIn LearningJanuary 2020 Multi-billion-dollar TV networkHead-to-Head• LinkedIn LearningApril 2020 • Learner-driven exper
Slide 17: Percipio is exhibiting strong momentum
is exhibiting strong momentum Percipio vs. Legacy Platform Skillport Performance Comparison ($M) Dual Deployment of Percipio & SkillportLegacy Platform Skillport $328 $300-310$305-320 ~10% $340-360 Annual Recurring Revenue (Excl. SumTotal) 55% 32% 13% ~25% ~45% ~30% ~30% ~60% 100% CY19ACY20ECY21ECY2
Slide 18: Global Knowledge has stabilized with improved product mix
has stabilized with improved product mix Global Knowledge Sequential Order Intake Progression ($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 negativ
Slide 19: Churchill-led investor group will accelerate the pivot to growth
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 optimiza
Slide 20: Churchill strategy to transform the new Skillsoft
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 lea
Slide 21: Skillsoft will accelerate growth with strategic acquisitions
Skillsoft will accelerate growth with strategic acquisitions More than 1000 venture-backed tuck-in acquisition targets with less than $100M in revenue Platform capabilities Learning content & tools New use cases Positioned as the best acquirer with Balance sheet Percipio platform Size of salesforce
Slide 22: Financial Overview
Financial Overview Key Metrics Order intake ($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 $535M Cash on Balance Sheet3 6 221 Levered fre
Slide 23: Transaction Summary
Transaction Summary PF Equity Ownership ($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
Slide 24: We are creating the new Skillsoft, the world's leading digital corporate learning company
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
Slide 25: Appendix
Appendix 26
Slide 26: Jeff Tarr to lead the new Skillsoft
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) $900 Jeff Tarr Chief Executive Officer Execution E
Slide 27: Financial Overview ($M)
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 - $495 Global Knowledge Order Intake: Clas s room Training and
Slide 28: Financial Summary: Pro Forma Order Intake Bridge
Financial Summary CY2019A – CY2022E Pro Forma Order Intake Bridge ($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
Slide 29: Financial Summary (Cont'd): Pro Forma Revenue Bridge
Financial Summary (Cont’d) CY2019A – CY2022E Pro Forma Revenue Bridge ($M) CY2019A Revenue(1,2) Skillsoft: Decrease in Content Skillsoft: Decrease in SumTotal Global Knowledge: Decrease in Classroom and Other Global Knowledge: Increase in Digital Offerings CY2020E Revenue(1,2) Skillsoft: Decrease (D
Slide 30: Financial Summary (Cont'd): Pro Forma Adj. EBITDA Bridge
Financial Summary (Cont’d) CY2019A – CY2022E Pro Forma Adj. EBITDA Bridge ($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 Expens
Slide 31: Summary of Shares Outstanding at Various Prices
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 warran
Slide 32: Reconciliation of Non-GAAP Financial Measures
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-