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Churchill Capital Corp II to Acquire Skillsoft and Global Knowledge in $1.5 Billion Deal

Paul, Weiss is advising Churchill Capital Corp II in its acquisition of Software Luxembourg Holding S.A. (Skillsoft), a global leader in digital learning and talent management solutions, and its acquisition of Global Knowledge Training LLC, a worldwide leader in IT and professional skills development, from funds affiliated with Rhône Capital. The $1.5 billion combination of Skillsoft and Global Knowledge will create the world’s leading digital learning company.

Churchill Capital Corp II is a special purpose acquisition company and is one of the public company vehicles in the Churchill Capital group of companies. Churchill II will merge with Skillsoft in a transaction valued at approximately $1.3 billion and, following the closing of the merger, the combined company will acquire Global Knowledge for approximately $233 million.

Churchill II will contribute up to $697 million of cash raised during its IPO in June 2019. In addition, Churchill II expects more than $170 million in common equity through PIPE commitments. Upon the close of the transaction, Churchill II's shareholders are expected to own approximately 65% of the combined company. Skillsoft shareholders and PIPE investors will own approximately 22% and 13%, respectively. The transactions are each expected to close in January 2021, subject to regulatory approvals and customary closing conditions.

The Paul, Weiss team includes, among others, corporate partners Ross Fieldston, Kenneth Schneider, Raphael Russo and Charles Pesant and counsel Suhan Shim, Chaim Theil and Jason Tyler; restructuring partner Paul Basta; tax partner Robert Holo; intellectual property partner Charles Googe; litigation partners Aidan Synnott and Liza Velazquez and counsel Steven Herzog, Peter Jaffe and Rachel Fiorill; real estate partner Peter Fisch; antitrust counsel Yuni Sobel and Marta Kelly; and international trade counsel Richard Elliott.

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