Skillsoft Corp. 8-K

What Happened
Skillsoft Corp. (via subsidiary GK Holdings, Inc.) announced on May 20, 2026 that it entered into a Sale and Purchase Agreement to sell all interests in Global Knowledge Training LLC (Skillsoft’s instructor-led, in-person and virtual training business) to EHJob GP LLC. The SPA contemplates an initial closing payment of $10.0 million (subject to working capital and indebtedness adjustments) plus deferred consideration totaling about $10.0 million (reduced by ~$2.0 million for long-term employee liabilities) payable in five equal quarterly installments starting nine months after closing. Skillsoft expects the transaction to close in its second fiscal quarter, subject to customary conditions including regulatory approvals (notably clearance or lapse of review by the Saudi General Authority for Competition) and an estimated cash position for the Transferred Companies of at least $8.0 million.

Key Details

• SPA signed May 20, 2026; press release and FAQ filed May 20–21, 2026.
• Closing payment: $10,000,000 (funded by the Transferred Companies’ cash, a seller note issued to Skillsoft, and/or Purchaser third‑party financing).
• Seller note: up to $10,000,000 available to fund closing; note payable to Skillsoft on July 31, 2026 (with $2,000,000 of principal extendable to Oct 31, 2026); secured by the Company’s cash and accounts receivable.
• Deferred consideration: aggregate $10,000,000 less ~ $2,000,000 for certain employee liabilities; payable in five equal quarterly installments starting nine months after closing; Purchaser’s payment obligations guaranteed by the Company and secured by the Transferred Companies’ IP.
• Additional term: if Purchaser effects a sale/recapitalization of the Transferred Companies within three years of closing, Purchaser must pay Seller 30% of net sale/distributed proceeds.
• Covenants: Seller must run the business in the ordinary course pre-closing and is restricted from soliciting competing acquisition proposals or employees for 12 months post-closing; Purchaser must avoid non-arm’s-length transactions or dividends from the Transferred Companies until seller note and deferred consideration are paid (with limited exceptions).

Why It Matters
This divestiture moves Skillsoft’s instructor-led Global Knowledge business out of the company and provides potential near-term cash and future contingent payments (initial $10M + deferred up to ~$8M net after employee liability adjustments). Skillsoft said it intends to use net proceeds for general corporate purposes while concentrating resources on its core AI-native skills management platform. Investors should note the purchase consideration includes seller financing and deferred payments that are subject to the Transferred Companies’ operations and financing; regulatory and closing conditions (including Saudi review and a minimum cash requirement) must be satisfied before the sale is completed.