공시 • Apr 06
Skillsoft Corp. (NYSE:SKIL) completed the acquisition of Ryzac, Inc.
Skillsoft Corp. (NYSE:SKIL) entered into a definitive agreement to acquire Ryzac, Inc. (Codecademy) for approximately $530 million on December 21, 2021. Under the terms of the agreement, Codecademy shareholders will receive total consideration of approximately $525 million. The consideration for the transaction is approximately 40% cash and 60% equity. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger, all shares of common stock and preferred stock of Codecademy issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive a portion of the aggregate consideration, consisting of $204,943,210 in aggregate cash consideration and a certain number of shares of common stock of the company, par value $0.0001 per share, such number of shares determined by dividing the aggregate share consideration value of $320,056,790 by a collared stock price based on the 15-trading day volume-weighted average price of the company common stock at one trading day prior to the date of the Merger Agreement and at two trading days prior to the date of closing of the Mergers. The consideration terms consist of lock ups for Codecademy shareholders receiving Skillsoft shares to range from 6 months to 2 years. The cash consideration is to be financed through a combination of existing balance sheet liquidity and incremental term loan. In connection with the entry into the Merger Agreement, Skillsoft entered into a debt financing commitment letter with Barclays Bank PLC and Citigroup Global Markets Inc. on December 22, 2021, pursuant to which the Commitment Parties have committed to arrange and provide Skillsoft with a senior secured incremental term loan in an aggregate amount of up to $160.0 million on the terms and subject to the conditions set forth in the Debt Commitment Letter. The proceeds of the Incremental Credit Facility shall be used to a pay a portion of the consideration for the merger plus related transaction fees and expenses. As of March 15, 2022, Skillsoft commenced a $160 million senior secured incremental term loan B facility syndication. Skillsoft will be required to pay Codecademy a termination fee of $6 million in the event of a termination of the Merger Agreement. Following the close of the transaction, the Codecademy’s entrepreneurial team, led by co-founder and Chief Executive Officer, Zachary Sims, will join Skillsoft as an Executive Officer to help further build out the leading technical skills training solution for learners globally. Zach Sims will join as Head of Skillsoft Tech & Dev.
As of September 30, 2021, Ryzac, Inc. had total assets of $58.07 million and shareholder’s equity of $40.03 million. The transaction is subject to approval by Skillsoft shareholders, CFIUS approvals, the satisfaction of customary closing conditions, the common stock to be issued in connection with the transaction having been approved for listing on the NYSE and the receipt of regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The acquisition has been approved by the Boards of Directors of both Skillsoft and Codecademy. As of February 28, 2022, the shareholders meeting of Skillsoft Corp. shall be held on March 31, 2022. As of March 4, 2022, CFIUS determined that there are no unresolved national security concerns with respect to the transaction. The transaction is expected to close in the first half of 2022. As of March 15, 2022, the transaction is expected to close in April 2022. The transaction is expected to be significantly accretive to bookings and revenue growth with substantial cross-selling opportunities immediately upon closing. Codecademy is expected to deliver gross margins of more than 85% in 2021 and be accretive to Skillsoft’s gross margin immediately upon closing. The acquisition is expected to be accretive to EBITDA over the long term.
Ryan D. McNamara, Neil Meyer and Mike Keslosky of Barclays Capital Inc. are serving as the exclusive financial advisors and fairness opinion providers for Skillsoft, Citigroup is serving as capital markets advisor and Jackie Cohen, Paul Wessel, Helyn Goldstein, Vynessa Nemunaitis, P.J. Himelfarb and Kevin Sullivan of Weil, Gotshal & Manges LLP are serving as legal counsel to Skillsoft. Mark Seneca, Samir Bakhru, Leah Recht, John Bautista, Steven Malvey, Jim Tierney, Jennifer Clarke-Smith, Jeanine McGuinness, Michael Yang, Emily Tabatabai, Lisa Lupion, Daniel Yost, Kristin Cornuelle and Adam Ross of Orrick, Herrington & Sutcliffe LLP acted as legal advisors to Ryzac and Fortis Advisors LLC represented Securityholder. The Klein Group, LLC acted as the consultant, Continental Stock Transfer & Trust Company acted as the transfer agent and Georgeson LLC acted as the proxy solicitor for Skillsoft Corp. Georgeson LLC received an advisory fee of $0.02 million. The Klein Group, LLC will receive an advisory fee equal to the greater of $2 million and 0.35% of the aggregate merger consideration. Barclays Capital Inc. received an opinion fee of $1 million and an advisory fee of $2 million.
Skillsoft Corp. (NYSE:SKIL) completed the acquisition of Ryzac, Inc. on April 5, 2022.