Ladies and gentlemen, thank you for standing by, and welcome to today's Conference Call To Discuss Skillsoft's Acquisition of Codecademy. At this time, all participants should be in listen-only mode. After the speakers present, there will be a question and answer session. Please note that today's call is being recorded. I would now like to hand the call over to the first speaker, James Gruskin, Interim Head of Investor Relations. Mr. Gruskin, please go ahead, sir. Good morning and welcome. Today we will be discussing Skillsoft's proposed acquisition of Codecademy, which was announced in a press release issued early this morning. Joining me on the call are Skillsoft's CEO, Jeff Tarr, and CFO, Gary Ferrera. Jeff will begin with an overview of the strategic benefits of the transaction. Gary will then discuss the terms of the transaction and financials in more detail. Following that, we'll open the call for Q&A. Today's call will contain forward-looking statements about the proposed transaction, including statements concerning the timing of the closing, conditions to closing, benefits, impacts and costs of the transaction, and our guidance for fiscal 2022. These forward-looking statements, and all statements that are not historical facts, reflect management's beliefs and predictions as of today, and therefore are subject to risks and uncertainties that could cause actual results to differ materially from expectations. For a discussion of the material risks and other important factors relating to the transaction, our business, and our guidance, please see our press release on the transaction issued today and the risks described in the safe harbor and risk factor disclosures found in the company's SEC filings. During today's presentation, we will present both GAAP and non-GAAP financial measures for Codecademy. The non-GAAP financial measures should be considered in addition to, not as a substitute or in isolation from our GAAP financial information. With that, I'll turn the call over to Jeff. Thanks, James. Good morning and thank you all for joining us. It's a milestone day for Skillsoft as we announce that we have agreed to acquire Codecademy, a leading online platform for in-demand technical skills. To be a leader in corporate digital learning, we believe Skillsoft must also be a leader in the high-growth technology and developer sector. Our acquisition of Global Knowledge earlier this year was a first step in that journey. Strategic acquisitions are an important part of our growth strategy, and our acquisition of Codecademy, one of the most admired assets in the industry, propels us meaningfully forward. Codecademy is an innovative and popular learning platform serving approximately 40 million registered learners in nearly every country worldwide. The platform offers interactive self-paced courses and hands-on learning. I'll begin by spending a few minutes on each of the strategic benefits of the acquisition. I'll then discuss the market opportunity before handing the call over to Gary to cover the terms of the transaction. I'll then open the call for questions. Let me now spend a few minutes on each of six strategic benefits. First, Codecademy's complementary platform will significantly expand Skillsoft's capabilities in the high-growth tech and dev segment, enabling us to provide our learners an innovative and effective way to learn 14 programming languages across numerous domains, including web development, game development, mobile data science, cloud, and cybersecurity. Importantly, its platform has the capability to rapidly scale to support new programming languages and additional technical skills as the needs of the workforce evolve. Together, we expect to create one of the industry's most complete suite of solutions to address the world's most critical technology skill gaps. Second, Codecademy expands our immersive Percipio platform with even more new ways of learning. Codecademy's interactive hands-on experiential capabilities provide organizations with a powerful tool to upskill and reskill the workforce. This builds on Skillsoft's existing extensive breadth of capabilities, including micro videos, audio books, boot camps, live events, labs, assessments, coaching, mentoring, and badges, all blended into engaging learning journeys and delivered through our AI-driven Percipio platform. With Codecademy, Skillsoft will be even better positioned to deliver a new and immersive way of learning. Third, Codecademy nearly doubles our reach, adding approximately 40 million registered learners to Skillsoft's more than 46 million learners. Together, we will create one of the largest communities of digital learners in the world, totaling more than 85 million across more than 160 countries. Fourth, the transaction will create substantial opportunities for cross-selling and upselling. The acquisition will bring together Codecademy's influential brand and sophisticated direct-to-learner digital sales and marketing engine with Skillsoft's leading enterprise sales organization to drive substantial customer growth and revenue synergies. Fifth, this is a financially compelling acquisition that we believe will be significantly accretive to bookings and revenue growth immediately upon closing. Finally, Codecademy brings to Skillsoft a talented and entrepreneurial team led by founder and CEO Zach Sims, one of the most respected innovators in our industry. Following the closing of the transaction, Zach and the Codecademy team will join Skillsoft to accelerate the growth of our tech and dev business. Zach will continue as President of Codecademy and take on additional responsibilities for our tech and dev product line. He will report to me and serve as a member of our executive leadership team. We look forward to the insights and expertise Zach and the Codecademy team will bring to our company. Turning to the market opportunity, we are incredibly excited about the timing of this acquisition. Online learning has become an increasingly important C-suite topic as organizations are more focused than ever on addressing labor shortages, skills gaps, and the great resignation. Nowhere is the challenge more acute than in tech and dev. As I discussed on our earnings call last week, our recent IT skill survey and our women in tech survey both highlighted the important role our offerings play in addressing this challenge. The acquisition of Codecademy will further build on our leading position and our ability to capture this large and fast-growing opportunity. Together, we will provide a comprehensive learning platform for the enterprise that builds on Skillsoft's expansive set of capabilities to create a new and immersive way to learn. With that, I'll now turn the call over to Gary to discuss the compelling financial benefits we expect from this transaction in more detail. Thanks, Jeff. I'll now walk through the transaction details. As outlined in the press release issued today, we've signed a definitive agreement to acquire Codecademy for $525 million. Consideration is approximately 40% cash and 60% equity. The acquisition is expected to be significantly accretive to bookings and revenue growth immediately upon closing. Codecademy is expected to deliver approximately $47 million in bookings and approximately $42 million in revenue for the calendar year ending December 31, 2021, up 23% and 31% respectively over the prior year. Codecademy is entirely a SaaS business and is expected to deliver gross margins of more than 85% in 2021 and to be accretive to Skillsoft's gross margin immediately upon closing. Codecademy is investing to fuel growth and accordingly is expected to generate negative EBITDA of approximately $20 million in 2021. We intend to continue to invest in sales, marketing, and product and expect we will accelerate Codecademy's growth in our first year of ownership. Over the long term, we expect the acquisition will be accretive to Skillsoft's EBITDA. In connection with the transaction, we have secured committed financing from Barclays and Citigroup. Target pro forma net leverage at closing is approximately 4x, consistent with what we've said previously regarding pro forma leverage following a transformative acquisition. The transaction is expected to close in the first half of 2022, subject to approval by Skillsoft shareholders, the satisfaction of customary closing conditions, and the receipt of regulatory approval, including HSR clearance. We are reiterating our full-year fiscal 2022 outlook provided in connection with our third quarter fiscal 2022 earnings last week. We expect bookings to be in the range of $700 million-$720 million, adjusted revenue in the range of $685 million-$700 million, and adjusted EBITDA of approximately $165 million. We provide our fiscal 2023 outlook pro forma for the acquisition when we report fiscal fourth quarter and full year 2022 results. With that, I'll turn it back over to Jeff. Thank you, Gary. As I said before, our vision is to be the most highly valued provider of learning solutions, preparing the workforce of today with the skills for tomorrow. With the acquisition of Codecademy, we will be making a huge stride toward realizing this vision. I'll now open the call for questions. Operator? Thank you. We'll now be conducting a question-and-answer session. If you'd like to be placed into question queue, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speakerphone, it may be necessary to pick up your handset before pressing star one. One moment please while we poll for questions. Our first question is coming from Raimo Lenschow from Barclays. Your line is now live. Hi, this is Shalman for Raimo. Thanks for taking my question. Hey, can you hear me? I sure can. Hey, thanks for taking my question. This is Shalman for Raimo. Codecademy is a little more to the individual user as opposed to the enterprise than what you're typically dealing with. Can you talk about maybe a shift in focus here more towards the individual learner and how that changes your broader strategy going forward? Thanks. Yes. Codecademy sells primarily to the workforce. Their customers are primarily, as you say, individual learners, and it's a close adjacency to what we do. What we're particularly excited about here is taking Codecademy's offerings and selling it through the Skillsoft enterprise sales organization to our enterprise sales customers, which were enterprise customers, which include, as you know, 75% of the Global 1000. In addition, we'll be taking our offerings and packaging them to sell to Codecademy's customers through their digital channels. It's a great opportunity for us to accelerate our growth. Good. Thank you. Thank you. Our next question today is coming from Peter Heckmann from D.A. Davidson. Your line is now live. Hey, thanks for taking the question. Can you talk a little bit more about the content that Codecademy has, whether this is primarily proprietary content or if they're using some third-party content? In terms of thinking about the individual learner versus corporate versus, you know, let's say campuses, should we assume that it's primarily, you know, 80% individual learners at this point? First of all, let me describe the content. Content is, you know, I use that word loosely with Codecademy 'cause it's mostly software. That's why you see such high gross margins in this business. The experience, and it's easy to go and check it out, I encourage you to do that. The experience is, you read a little bit, maybe a couple of lines, paragraph, and then you immediately are dropped into an exercise where you can actually code. There's an actual coding experience. It is super engaging. They're the leader at what they do, and effectively adds another modality to the Skillsoft learning experience. In terms of the learner, the individual learner, these individual learners are primarily professionals. They're preparing to learn new languages. They may already be a coder and are learning new language, languages or new applications for their languages, and prepares them to achieve their professional aspirations. Fairly closely akin to what we do and in line with our vision of preparing the workforce of today with the skills for tomorrow. Okay, that's helpful. How should we think, you know, I think you just said $20 million EBITDA loss and a path definitely towards accretion on EBITDA. How should we think about cash flow in the intermediate term for Codecademy? Let me start, then I'll hand it to Gary. You should think about that EBITDA as investment primarily in product development and marketing, and investment that is fueling the growth of the business and setting it up to be a continued fast grower. Yeah, Peter, just to continue, they've got an 85% gross margin, so most of that is investment. As Jeff said, we're gonna continue to invest to drive growth. It's a very fast grower. We would expect it to start contributing in the near future. Okay. Thank you. Thank you. We've reached the end of our question and answer session. I'd like to turn the floor back over to Jeff for any further closing comments. Thanks very much, everyone, for joining us this morning on short notice. Before I close, I wanted to take a moment to thank the Codecademy team for the incredible business you've all created. All of us at Skillsoft look forward to welcoming you to our team in the coming months. To everyone on this call, Happy Holidays. We look forward to updating you on our progress in the new year. Thank you. That does conclude today's teleconference and webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.