Slide 1: Churchill Capital Investor Presentation
CHURCHILL CAPITAL October 13, 2020 Investor Presentation
Slide 2: Disclaimer
2 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. Churchil l I I intends to file a registration statement on Form S - 4 with the SEC, which will include a proxy s
Slide 3: Today's speakers
3 Today’s speakers Global business leader with track record of growing and transforming industrial and technology companies Diverse P&L, Sales, Operating and Product experience at GE, Avaya, and Convergys Todd Johnstone CEO Global Knowledge Jeff Tarr CEO Built three publicly traded tec
Slide 4: The Churchill companies
4 Overview of Asset Vehicle Acquisition Announced January 2019 July 2020 Churchill Partner Jerre Stead Paul Galant & Bill Veghte Equity Value $21B (1) $7B Firm Value $23B (1) $11B % Peak Return 311% (2) 26% (3) CHURCHILL CAPITAL III CHURCHILL CAPITAL I The Churchill companies Who We Are Source:
Slide 5: Introducing the new Skillsoft
5 Introducing the new t he new is leading provider of comprehensive digital corporate learning content and tools world leader in IT and business skills training
Slide 6: Creating the new Skillsoft
6 Creating the new Combined Valuation multiples (1) • Revenue: 2.2x • Adj. EBITDA: 7.6x • Levered Free Cash Flow: 5.6x Purchase price • Skillsoft ~$1.3B • Global Knowledge ~$233M Capital structure • $170M PIPE • Net debt of approximately $463M, 2.3x Adj. EBITDA (2,4) Ownership • Churchill: ~
Slide 7: Creating the world's leading digital corporate learning company
7 We are creating the new Skillsoft as the world’s leading digital corporate learning company Source: Churchill estimates, FactSet, Pitchbook. Market data as of 10/9/20. (1) Pro forma for Churchill transaction with Skillsoft and Global Knowledge. Midpoint of estimated range; reflects FYE 1/31/23E
Slide 8: The corporate learning market is large, growing and fragmented
8 The corporate learning market is large, growing and fragmented No other corporate digital learning business with >$500m of revenue Large market Growing market Fragmented market Addressable market Source: Third - party consultant market research report, Tyton Partners, Grand View Resear
Slide 9: The new Skillsoft will be an industry leader in size, content, and impact
9 The new Skillsoft will be an industry leader in size, content, and impact Limited hands - on training Inconsistent follow through Sub $500M revenue Negative EBITDA Limited breadth Variable depth Impact Size Content ~ $700M 22E PF Revenue 1 ~$200M 22E PF Adj, EBITDA 1,2 53
Slide 10: The new Skillsoft will have expansive reach
10 The new Skillsoft will have expansive reach Sample of customers of combined company 160+ Countries worldwide >70% Of Fortune 1000 ~ 45M Learners worldwide ~600 Combined sales force 10 ~98 % Revenue from business customers
Slide 11: Standalone Skillsoft overview
11 Standalone Skillsoft is a leading provider of comprehensive digital corporate learning content and tools Comprehensive source of digital learning content Earliest provider of corporate training with expansive customer base and relationships with CHROs and CLOs New Percipio platform supports
Slide 12: Standalone Global Knowledge overview
12 Standalone Global Knowledge is a world leader in IT and business skills training Chosen IT trainer by most leading technology equipment and software suppliers Authorized and non - authorized content Hands - on, experiential learning led by expert instructors Available in the classroom, vi
Slide 13: Skillsoft and Global Knowledge complement each other
13 Skillsoft and Global Knowledge complement each other and position the combined company for growth Combined company will cover most verticals in corporate learning 8 Geography Content 1 Breadth 2 Depth 3 Level 7 Partnerships Modalities 4 Delivery modality 5 Learning experience
Slide 14: Both companies are at a new inflection point
14 Both companies are at a new inflection point Present: Intersecting inflection points 2010 - 2020: Roadblocks and competitive pressures 1995 - 2010: Formation and growth Accelerated virtual adoption Launched Develop.com and GK Polaris subscriptions Expanded into foundational and practi
Slide 15: Percipio platform is important catalyst for future growth
15 New award - winning 1 Percipio platform is important catalyst for future growth Source: Percipio.com, Skillsoft financials (1) Percipio was named to the 2018 and 2019 Training Industry Learning Portal/LMS Top 20, was named runner up for the 2018 Cubic Award Lea rn ing Technology of the Year. (2
Slide 16: New offerings are exhibiting strong momentum
16 Both Skillsoft and Global Knowledge new offerings are exhibiting strong momentum 14 43 90 25 55 100 FY19A FY21E FY20A 190 39 98 +121% p.a. Annual Recurring Revenue USD, millions 95 115 145 17 17 29 FY21E 112 FY20E FY19A 133 174 +24% p.a. 33% legacy revenue migrat
Slide 17: Churchill-led investor group will accelerate the pivot to growth
17 Churchill - led investor group will accelerate the pivot to growth Partnership of Leading EdTech and Growth Investors Cash infusion supports investment in: Business optimization Mergers and acquisitions Product development and deployment Sales and marketing Talent and culture Cont
Slide 18: Churchill strategy to transform the new Skillsoft
18 Churchill strategy to transform the new Skillsoft 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 Levera
Slide 19: Skillsoft will accelerate growth with strategic acquisitions
19 Skillsoft will accelerate growth with strategic acquisitions New use cases Learning content & tools Platform capabilities P ositioned as the best acquirer with Percipio platform Balance sheet Size of salesforce Customer base More than 1000 venture - backed tuck - in acquisition target
Slide 20: Financial Overview
20 Financial Overview 7 – 10% Sector Growth Run - Rate Achieved During 2023 23 – 27% Short - Term Adj. EBITDA Margin 30 – 35% Target Long - Term Adj. EBITDA Margin 75 – 85% Long - Term LFCF Conversion 2.3x Net Leverage at Close 2,3 $ 185 M Minimum Cash on Balance Sheet 3 20 Key Metrics 66% Revenue
Slide 21: Transaction Summary: Sources and Uses
21 Sources $ % Churchill Cash (IPO) $700 53.5% Issue Equity to Skillsoft S/H 285 21.8% Common Equity PIPE Cash 170 13.0% Cash from Skillsoft & GK Balance Sheet 64 4.9% Take Back Debt 90 6.9% Total Sources $1,309 100.0% Uses $ % Cash Paid to Skillsoft S/H $505 38.6% Issue Equity to Skillsoft S/H 285
Slide 22: Significant value creation opportunity for investors
22 7.6x Significant value creation opportunity for investors Skillsoft’s implied value is at a significant discount to its peers on revenue m ultiples The Company is u nique in its high cash flow g eneration u nlike many of its peers Equity Value / LFCF Many of publicly owned and private peers are b
Slide 23: Pluralsight July 2020
23 Pluralsight July 2020 Investor Presentation
Slide 24: Pluralsight value proposition
24 value proposition Broadest cloud - based skills platform + multi - modal trainings to close the global skills gap across verticals Helping 70% of the Fortune 1000 adapt and thrive in the digital age Enabling leaders, technologists, compliance professionals and more to keep pace with change