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Skillsoft Hires National CineMedia’s GC Amid Edtech Boom (1)

June 9, 2021, 9:31 AMUpdated: June 9, 2021, 4:46 PM

Skillsoft, an education technology provider that went bankrupt a year ago this month, only to become an asset during the coronavirus pandemic, has turned to another distressed company for its next top lawyer.

Sarah Hilty, who has been general counsel since early 2018 at National CineMedia Inc., owner of one of the largest cinema advertising networks in the U.S., is poised to join Skillsoft as its chief legal officer, according to a June 7 securities filing and press statement issued by Skillsoft announcing the new members of its executive team.

Skillsoft, known as Software Luxembourg Holding SA, expects to close Friday on its merger with Churchill Capital Corp. II, a special purpose acquisition company controlled by Michael Klein. He is a former Citigroup Inc. investment banking chief who has been active within the past few months in the blank-check buyout space.

Churchill has agreed to acquire Skillsoft, which filed for bankruptcy in June 2020, and combine it with Global Knowledge Training LLC, another technology training company it’s also planning to buy from private equity firm Rhone Capital LLC.

The estimated $1.5 billion deal will take public the combined company, which will use the Skillsoft name and be listed on the New York Stock Exchange.

Hilty didn’t respond to a request for comment about her decision to join Skillsoft. whose Chapter 11 case saw creditors take control of the Nashua, N.H.-based company, founded in 1998.

Joseph Giumarra, a Skillsoft spokesman, told Bloomberg Law that Hilty’s employment will be effective upon the completion of Skillsoft’s combination with Churchill. She will be Skillsoft’s first chief legal officer, he said.

Bloomberg News has reported on a flurry of major investments in the education technology industry within the past year. Large investors have made big bets in the space in the belief that lockdown orders related to Covid-19 will expose parents and their children to new ways of online learning.

Skillsoft has hired Hilty from National CineMedia, a Centennial, Colo.-based company that earlier this year retained Davis Polk & Wardwell to handle negotiations with lenders advised by Gibson, Dunn & Crutcher, according to the Wall Street Journal.

National CineMedia didn’t respond to a request for comment about its plans to replace Hilty, a former partner at a predecessor to the law firm Hogan Lovells.

Hilty went on to spend a dozen years in-house at engineering company CH2M Hill Inc., where she was deputy general counsel for corporate, before becoming general counsel for National CineMedia in February 2018.

Hilty was not one of the company’s top paid executives during 2020, per an annual proxy statement filed by National CineMedia in March. Bloomberg Law reported last year that Hilty received nearly $795,000 in total compensation from the company in 2019. She owns about $470,000 in National CineMedia stock, per Bloomberg data.

Skillsoft’s hire of Hilty marks the latest in a string of law department leadership additions in the in-house edtech arena.

Churchill’s proposed purchase of Skillsoft and Global Knowledge has also created transactional work for law firms.

Paul, Weiss, Rifkind, Wharton & Garrison is advising Churchill on the deal, while Sullivan & Cromwell and Weil, Gotshal & Manges are taking the lead for Global Knowledge and Skillsoft, respectively. More edtech mergers are on the horizon.

Prosus NV, the Amsterdam-based international internet assets division of South African technology giant Naspers Ltd., announced this week that it would pay $1.6 billion to acquire Stack Overflow Internet Services Inc., a privately held online community for software developers.

That deal will add an online learning component to Prosus’ e-commerce portfolio and comes a month after the company received approval from the Committee on Foreign Investment in the U.S. for a $500 million investment in Churchill’s combination of Skillsoft and Global Knowledge.

(Adds comment from Skillsoft in the seventh paragraph.)

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Chris Opfer at copfer@bloomberglaw.com;
John Hughes in Washington at jhughes@bloombergindustry.com

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