Skillsoft Corp. Form 8-K Summary
Business Context and Reporting Period
Skillsoft filed a Current Report on Form 8-K dated June 12, 2022, reporting entry into a material definitive agreement. The filing is not an earnings report and does not provide results for a quarterly or annual reporting period.
Material Transaction and Key Financial Terms
- Skillsoft and its subsidiary, Skillsoft (US) Corporation, agreed to sell 100% of the outstanding capital stock of Amber Holding Inc. to Cornerstone OnDemand, Inc.
- At closing, the buyer is expected to pay Skillsoft $200 million in cash, subject to customary adjustments for working capital, cash, and indebtedness of the transferred companies at closing.
- The transaction is not conditioned on the buyer obtaining financing.
- The filing provides no transaction-level revenue, profit, cash-flow, margin, debt, or liquidity metrics for the transferred companies or Skillsoft.
Material Changes, Conditions, and Timing
- Closing is subject to customary conditions, including expiration or termination of the applicable HSR Act waiting period, absence of legal prohibitions, accuracy of representations and warranties, compliance with contractual obligations, and delivery of closing documents.
- The parties agreed to customary pre-closing operating restrictions and covenants.
- Skillsoft agreed to specified employee non-solicitation and non-compete restrictions, including a non-compete period of up to three years after closing, subject to exceptions.
- The parties will enter into a transition services agreement covering specified services for a limited period after closing.
- The agreement may generally be terminated by mutual consent, if closing has not occurred within 105 days after June 12, 2022 unless extended by mutual agreement, upon a final non-appealable injunction, or following an uncured breach that prevents satisfaction of a closing condition.
- The buyer obtained representation and warranty insurance, subject to exclusions, limits, and other policy terms.
Outlook, Risks, and Unusual Items
The filing does not provide specific financial guidance related to the transaction. Management cautioned that completion may be delayed or may not occur if closing conditions are not satisfied, regulatory approval is not obtained, or the agreement is terminated.
Identified risks include transaction costs, fees, expenses, impairments, or charges; disruption to current operations; uncertainty regarding the effect of the transaction on Skillsoft’s share price and financial performance; the ability to realize expected benefits; financing and liquidity needs; indebtedness and restrictive covenants; economic and geopolitical conditions; COVID-19; cybersecurity and technology risks; competition; foreign exchange; regulatory matters; litigation; and compliance with NYSE listing standards.
Important Facts for Investors to Verify
- Whether the HSR waiting period and all other closing conditions were satisfied.
- The actual closing date and final cash proceeds after working capital, cash, and indebtedness adjustments.
- The identity and financial performance of the transferred business, which are not clearly detailed in the provided filing text.
- Any transaction-related costs, impairments, charges, tax effects, or changes to Skillsoft’s debt and liquidity position.
- The impact of the sale on Skillsoft’s future revenue, adjusted EBITDA, cash flow, strategy, and financial guidance.
- The full Stock Purchase Agreement, including omitted schedules, exhibits, indemnification provisions, and regulatory commitments.