Sec Form 13D Filing - NASPERS LTD filing for Skillsoft Corp. (SKIL) - 2021-06-14

*

See Items 3, 5 and 6 of this Statement on Schedule 13D.  The Reporting Person beneficially owns 66,666,667 shares of Class A common stock, par value $0.0001 per share, of the Issuer (the “Shares”). The number of shares of Class A common stock beneficially owned by the Reporting Person includes the number of shares of Class A common stock underlying the warrants (the “Warrants”) issued to MIH Learning B.V. (“MIH Learning”) in connection with the PIPE Investment (as defined below). The Warrants will become exercisable 30 days after completion of the Skillsoft Merger (as defined below), provided that there is an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares. The Warrants shall be exercisable for 16,666,667 shares of Class A common stock.

*

See Items 3, 5 and 6 of this Statement on Schedule 13D.  The Reporting Person beneficially owns 66,666,667 shares of Class A common stock, par value $0.0001 per share, of the Issuer. The number of shares of Class A common stock beneficially owned by the Reporting Person includes the number of shares of Class A common stock issuable upon the exercise of the Warrants. The Warrants will become exercisable 30 days after completion of the Skillsoft Merger, provided that there is an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares. The Warrants shall be exercisable for 16,666,667 shares of Class A common stock.

< div>CUSIP No. 17143G106

1	NAMES OF REPORTING PERSONS
	Naspers Limited*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of South Africa
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0**
		8	SHARED VOTING POWER
			66,666,667 Class A common stock**
		9	SOLE DISPOSITIVE POWER
			0 Class A common stock**
		10	SHARED DISPOSITIVE POWER
			66,666,667 Class A common stock**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	66,666,667 Class A common stock**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	44.5%***
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

***	The percentage ownership is based on an aggregate of 133,059,021  shares of Class A common stock of the Issuer outstanding as of June 11, 2021, upon consummation of the PIPE Investment, the Skillsoft Merger, the Global Knowledge Merger and the related transactions.

CUSIP No. 17143G106

ITEM 1. SECURITY AND ISSUER

ITEM 2. IDENTITY AND BACKGROUND

CUSIP No. 17143G106

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 4. PURPOSE OF TRANSACTION

On October 12, 2020, the Issuer entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Skillsoft Merger Agreement”) with Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg (“Skillsoft”), pursuant to which, Skillsoft merged with and into the Issuer, Skillsoft ceased to exist and Skillsoft’s subsidiaries became subsidiaries of Issuer (the “Skillsoft Merger”). Concurrently with its entry into the Skillsoft Merger Agreement, the Issuer also entered into an Agreement and Plan of Merger with Magnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and Albert DE Holdings Inc., a Delaware corporation (the “Global Knowledge Merger Agreement”) for the acquisition of Albert DE Holdings Inc. (“Global Knowledge”) (the “Global Knowledge Merger”), which acquisition was conditioned upon, among other things, the consummation of the Skillsoft Merger. The transactions contemplated by the Skillsoft Merger Agreement and the Global Knowledge Merger Agreement were consummated on June 11, 2021.

In connection with the execution of the Skillsoft Merger Agreement and the Global Knowledge Merger Agreement, MIH Edtech Investments entered into the Subscription Agreement with the Issuer. The investments in Skillsoft by the Naspers Entities was made for the purposes of furthering Skillsoft’s organic and strategic initiatives.

Subject to and in compliance with the agreements described in Item 6 of this Schedule 13D, the Reporting Persons will routinely monitor and review a wide variety of considerations with respect to the Issuer, including, without limitation, the Issuer’s operations, assets, prospects and business development, its management and board of directors, its capital structure, its competitive position and strategic matters and general economic, financial market and industry conditions, and will also routinely monitor and review potential responses on the part of the Issuer to such considerations, including, without limitation, potential investment opportunities and strategies and potential strategic transactions.  The Reporting Persons have discussed, and expect to continue to discuss, any or all of these matters with representatives of the Issuer’s management or the Issuer’s Board, with other shareholders of the Issuer and with other interested third parties.  The Reporting Persons may, as a result of this monitoring, review and discussions, acquire additional securities of the Issuer, sell securities of the Issuer or make proposals to the Issuer or other shareholders of the Issuer concerning the composition of the Issuer’s Board, potential strategic transactions involving the Issuer or purchases or sales of securities of the Issuer.  In addition, the Reporting Persons may respond to proposals from other shareholders of the Issuer or third parties concerning potential strategic transactions involving the Issuer. As discussed further in Item 6, the Reporting Persons also have certain board nomination and governance rights with respect to the Issuer.

The responses set forth in Items 3 and 6 of this Statement on Schedule 13D are incorporated by reference in their entirety into this Item 4.

Except as described in this Schedule 13D, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, the persons listed in Schedule A or B, have any present plans or proposals which relate to or would result in any of the matters referred to in Items 4(a) through 4(j) of Schedule 13D promulgated under the Securities Exchange Act of 1934 (as amended, the “Act”). However, the Reporting Persons reserve the right to change their plans at any time, as they deem appropriate, in light of the foregoing considerations, discussions and other factors.

CUSIP No. 17143G106

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Issuer, MIH Learning and, solely with respect to Section 12 and Section 19 thereof, the Sponsor are parties to the Subscription Agreement. A copy of the Subscription Agreement is attached to this Statement on Schedule 13D as Exhibit 99.1 hereto and the Subscription Agreement is incorporated in its entirety into this Item 6. In connection with the Subscription Agreement, MIH Edtech Investments and the Issuer entered into a Strategic Support Agreement, dated as of October 12, 2020 (the “Strategic Support Agreement”), a copy of which is attached to this Statement on Schedule 13D as Exhibit 99.2 hereto and is incorporated in its entirety into this Item 6. In connection with the Subscription Agreement, the Issuer and MIH Learning entered into a joinder, dated June 11, 2021 (the “Registration Rights Agreement Joinder”) to the Amended and Restated Registration Rights Agreement, dated October 12, 2020, by and among the Issuer, Skillsoft, the Sponsor and certain stockholders of the Issuer (as amended, the “Registration Rights Agreement”, and, together with the Subscription Agreement, the Strategic Support Agreement and the Registration Rights Agreement Joinder, the “Agreements”), pursuant to which Skillsoft and such stockholders have certain rights and obligations. The Registration Rights Agreement Joinder and the Registration Rights Agreement are attached to this Statement on Schedule 13D as Exhibit 99.3 and Exhibit 99.4, respectively, hereto and are incorporated in their entirety into this Item 6.

The Agreements have been included to provide investors with information regarding their terms. It is not intended to provide any other factual information about the Reporting Persons, the Issuer or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreements were made only for purposes thereof and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreements, which subsequent information may or may not be fully reflected in the Issuer’s public disclosures.

CUSIP No. 17143G106

Subscription Agreement

MIH Edtech Investments entered into the Subscription Agreement with the Issuer and the Sponsor, and MIH Edtech Investments subsequently assigned all of the rights, title and interest in and to, and obligations under, the Subscription Agreement to MIH Learning and MIH Learning accepted such assignment and assumed from MIH Edtech Investments all of MIH Edtech Investments’ duties, liabilities and obligations under the Subscription Agreement pursuant to an Assignment and Assumption Agreement, dated February 16, 2021, by and between MIH Edtech Investments and MIH Learning (the “Assignment and Assumption Agreement”). Pursuant to the Subscription Agreement, MIH Edtech Investments agreed to subscribe for 10,000,000 newly-issued shares of Class A common stock, at a purchase price of $10.00 per share (the “First Step Investment”), and the Issuer granted MIH Edtech Investments a 30-day option (the “Option”) to subscribe for up to the lesser of (i) an additional 40,000,000 newly-issued shares of Class A common stock, at a purchase price of $10.00 per share or (ii) such additional number of shares that would result in MIH Edtech Investments beneficially owning shares of Class A common stock representing 35% of the issued and outstanding shares of Class A common stock on a fully-diluted and as-converted basis (excluding any Warrants owned by MIH Edtech Investments) immediately following the consummation of the Skillsoft Merger (the “Maximum Ownership Amount”) (the “Second Step Investment”, and together with the First Step Investment, the “PIPE Investment”). In addition, the Issuer and MIH Edtech Investments also agreed that following the consummation of the Skillsoft Merger, to the extent that following the Second Step Investment MIH Edtech Investments beneficially owned less than the Maximum Ownership Amount, MIH Edtech Investments would have the concurrent right (the “Top-Up Right”) to purchase a number of additional shares of Class A common stock, at $10.00 per share, that would result in MIH Edtech Investments maintaining beneficial ownership of at least, but no more than, the Maximum Ownership Amount.

Terms used under the heading “Subscription Agreement” but not defined shall have the meaning ascribed to such terms in the Subscription Agreement attached to this Statement on Schedule 13D as Exhibit 99.1 hereto .

Lock-Up

The Subscription Agreement provides that, subject to certain exceptions described therein, MIH Learning will not sell, offer or contract to sell, pledge, lend or otherwise transfer or dispose of, directly or indirectly, any Class A common stock subscribed for and purchased in the PIPE Investment during the period commencing on the date of the First Step Investment Closing Date, which occurred concurrently with the closing of the Second Step Investment on June 11, 2021, and continuing until the earlier of (i) one year after the completion of the Skillsoft Merger, and (ii) (a) the date on which the Issuer consummates a liquidation, merger, stock exchange, reorganization or other similar transaction after the Skillsoft Merger that results in all of the Issuer’s public stockholders having the right to exchange their shares of Issuer common stock for cash, securities or other property or (b) the date on which the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the First Step Investment Closing Date .

Anti-Dilution Right

Following the Closing and subject to certain conditions described in the Subscription Agreement, if the Issuer intends to issue any new equity securities or securities convertible or exchangeable for Class A common stock (collectively, “New Securities”) to any person, then at least 15 business days prior to the issuance of such New Securities, the Issuer must deliver to MIH Learning an offer (the “Offer”) to issue New Securities to MIH Learning for cash in an aggregate amount, on a pro forma basis after giving effect to the issuance of the New Securities, that would result in MIH Learning maintaining beneficial ownership of at least the percentage of the issued and outstanding Class A common stock that it beneficially owns immediately prior to the issuance of such New Securities on a fully-diluted and as-converted basis, but, solely during the Standstill Period (as defined below), not to the extent such issuance would result in MIH Learning having beneficial ownership of more than 35% of the issued and outstanding Class A common stock on a fully-diluted and as-converted basis. The Issuer is only obligated to make the Offer if, immediately prior to the issuance of such New Securities, MIH Learning owns 15% or more of the issued and outstanding shares of Class A common stock on a fully-diluted and as-converted basis. However, following the Closing, if the Issuer intends to issue new equity securities which would result in MIH Learning having beneficial ownership of less than 10% of the issued and outstanding shares of Class A common stock on a fully-diluted and as-converted basis, the Issuer shall deliver to MIH Learning an offer to issue such issuance of new equity securities to MIH Learning in an aggregate amount, on a pro forma basis giving effect to such equity securities, that would result in MIH Learning maintaining beneficial ownership of at least 10% of the issued and outstanding shares of Class A common stock on a fully-diluted and as-converted basis.

CUSIP No. 17143G106

MIH Learning will have 15 business days from the date of its delivery to accept the Offer. If MIH Learning elects not to purchase New Securities pursuant to the terms of the Offer, the Issuer may sell the New Securities on terms and conditions that are no more favorable in the aggregate to the applicable purchaser than those set forth in the Offer.

Further, the Issuer has agreed to not adopt any stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan unless MIH Learning is grandfathered into such agreement.

Standstill

MIH Learning has agreed that during the Standstill Period, without the prior written consent of the Issuer, MIH Learning will not, nor will it cause or permit any of its affiliates to, among other things, acquire ownership or beneficial ownership of any securities or right to acquire securities of the Issuer that would result in MIH Learning beneficially owning more than 35% of the issued and outstanding Class A common stock on a fully-diluted and as-converted basis, solicit proxies or publicly seek or encourage any offer or proposal for a merger or similar transaction involving the Issuer. The “Standstill Period” will last until the earlier of (i) the third anniversary of the First Step Investment Closing Date and (ii) the occurrence of, among other things, (a) an acquisition by any person or group, other than by MIH Learning, of securities representing 50% or more of the then outstanding voting securities of the Issuer or any of its subsidiaries, (b) any merger or similar transaction involving the Issuer or any of its subsidiaries, (c) a sale, transfer, disposition or similar transaction of all or a majority of the consolidated assets of the Issuer and its subsidiaries, or (d) the closing price of the Class A common stock falling below $5.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 day trading days within any 30-trading day period.

The Issuer has agreed that, if the exercise of Warrants, if any, would result in MIH Learning beneficially owning more than 35% of the issued and outstanding Class A common stock on a fully-diluted and as-converted basis, at MIH Learning’s request, the Issuer will use reasonable best efforts to facilitate MIH Learning’s prompt sale, transfer or disposal of such number of Warrants (if exercised) or such number of Warrant Shares (following exercise) that would result in MIH Learning exceeding such threshold.

Board Nomination Rights

Pursuant to the Subscription Agreement, in connection with MIH Edtech Investments’ exercise of the Option and concurrently with the Second Step Investment Closing, MIH Learning has the right to designate or nominate a number of directors (the “MIH Learning Designees”) to the Issuer’s board of directors (the “Issuer’s Board”) in proportion to its beneficial ownership of the Class A common stock; provided that, if (i) MIH Learni ng’s ownership percentage of the aggregate outstanding shares of Class A common stock is at least 20%, MIH Learning will have the right to designate or nominate no less than two designees to the Issuer’s Board; (ii) MIH Learning’s ownership percentage of the aggregate outstanding shares of Class A common stock is at least 10%, MIH Learning will have the right to designate or nominate no less than one designee to the Issuer’s Board; and (iii) MIH Learning’s ownership percentage of the aggregate outstanding shares of Class A common stock is less than 5%, MIH Learning will not have any director nomination right. In the event of the death, disability, resignation or removal of a MIH Learning Designee, MIH Learning would be entitled to cause the Issuer to designate a new MIH Learning Designee and, subject to applicable law and the terms of the Subscription Agreement, the Issuer must take all necessary action to cause the Issuer’s Board to fill such vacancy with the new MIH Learning Designee. Further, the Issuer has agreed not to decrease the size of the Issuer’s Board without the consent of MIH Learning if such decrease would require the resignation of a MIH Learning Designee.

Warrants

CUSIP No. 17143G106

Strategic Support Agreement

In connection with the execution of the Subscription Agreement, MIH Edtech Investments entered into the Strategic Support Agreement with the Issuer, and MIH Edtech Investments subsequently assigned all of the rights, title and interest in and to, and obligations under, the Strategic Support Agreement to MIH Learning and MIH Learning accepted such assignment and assumed from MIH Edtech Investments all of MIH Edtech Investments’ duties, liabilities and obligations under the Strategic Support Agreement pursuant to the Assignment and Assumption Agreement. Pursuant to the Strategic Support Agreement, MIH Edtech Investments agreed to provide certain business development and investor relations support services (the “Services”) in the event it exercises the Option and beneficially owns at least 20% of the outstanding Class A common stock following Closing on a fully-diluted and as-converted basis. In addition, upon the consummation of the Second Step Investment Closing, MIH Learning will nominate an individual to serve as the chairman of the Issuer’s Board, subject to customary approval by the Issuer’s nominating and corporate governance committee. The Services shall be provided as consideration for the Warrants issued to MIH Learning pursuant to the Subscription Agreement. MIH Learning has agreed to provide the Services for one year following the Closing, unless earlier terminated by the Issuer upon at least thirty days’ prior written notice of such termination.

MIH Edtech Investments exercised the Option on November 10, 2020 and MIH Learning owns at least 20% of the outstanding Class A common stock following the Closing on a fully-diluted and as-converted basis, making the Strategic Support Agreement effective upon the Closing.

Registration Rights Agreement Joinder

Pursuant to and in connection with the Subscription Agreement, on June 11, 2021, MIH Learning entered into a joinder to the Registration Rights Agreement to become a party to such agreement. As a result of entering into the Registration Rights Agreement Joinder, MIH Learning is subject to the same rights and obligations as set forth in the Registration Rights Agreement, which became effective upon the consummation of the Skillsoft Merger. Pursuant to the Registration Rights Agreement, the Issuer has agreed to provide to stockholders holding at least 5% of the registrable securities then outstanding up to four “demand” long-form registrations, an unlimited number of short-form registrations and customary underwritten offering and “piggyback” registration rights with respect to Class A common stock and warrants to purchase shares of Class A common stock, subject to certain conditions. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

CUSIP No. 17143G106

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 14, 2021

	MIH Learning B.V.
	By:	/s/ Serge de Reus
		Name:	Serge de Reus
		Title:	Director

	Prosus N.V.
	By:	/s/ Patrick Kolek
		Name:	Patrick Kolek
		Title:	Group Chief Operating Officer

	Naspers Limited
	By:	/s/ Patrick Kolek
		Name:	Patrick Kolek
		Title:	Group Chief Operating Officer

CUSIP No. 17143G106

SCHEDULE A

ENTITIES

CUSIP No. 17143G106

SCHEDULE B

DIRECTORS AND OFFICERS

The name, country of citizenship and current principal occupation or employment of each of the Directors and Officers are set forth below.

MIH Learning B.V.

NNV Holdings B.V.

MIH e-commerce Holdings B.V.

MIH Internet Holdings B.V.

Prosus N.V.

CUSIP No. 17143G106

CUSIP No. 17143G106

Naspers Limited

CUSIP No. 17143G106