When Skillsoft, the global e-learning giant, filed for Chapter 11 bankruptcy in the US state of Delaware two weeks ago, it lodged a frenzy of documents mapping out its corporate structures.

The company is working with creditors to wipe its $2 billion debt pile down to just $410 million, and, to convince creditors to the merits of the deal, it was obliged to remove the shackles from its byzantine operating structure.

In total, it outlined an interconnecting network of more than 50 entities spread across 17 jurisdictions – from subsidiaries in Hong Kong and Singapore to financing outposts in the Netherlands and Canada. At the top of the network sat a series of US companies owned by its private equity owners.

However, to really understand the unwieldy maze, you must understand just what goes on in two separate addresses in Dublin – one in the heart of the city and the other in a south Dublin suburb.

The Victoria Building, located on the bank of the Grand Canal adjoining Dublin’s Baggot Street Bridge, could easily be mistaken for the home of one of the tech companies scattered in the area.

Instead, it is the Dublin office of Intertrust, formerly known as Structured Finance Management. From there, it provides establishment and “regulatory reporting and compliance services” to fund managers, corporate entities and private equity firms. Last year, we revealed how it was at the centre of Goldman Sachs’ €8bn Irish debt maze.

However, it also plays a crucial role with Skillsoft, serving as the corporate servicing agent to a string of Skillsoft entities. These companies act as a bridge, taking loans from its Luxembourg-based parent and advancing it out to group companies all over the world – from Japan to Austria.

Meanwhile, Belfield Office Park, nestled in the south Dublin suburb of Clonskeagh, consists of red brick office blocks, all of which stretch to six storeys. Tucked away in Block 4, is the rather grandly titled “world headquarters” of Skillsoft, and a number of group companies are located at this address.

One of those Skillsoft Ireland is one of the main trading entities within the wider group. It owns all of Skillsoft’s intellectual property and resells the products to the other group companies. The group companies then resell the products in their regions.

Sitting below Pointwell is four connected companies – SSI Investments I, SSI Investments Ii, SSI Investments Iii, SSI Investments IV.

As Skillsoft attempts to engineer a deal with creditors – and it seems highly likely that it will be successful – the role of those two Irish units will become central to any deal. Financing and intellectual property are central to any multinational, and both of those functions are rooted in Ireland through differing, parallel structures.

Indeed, a data trawl reveals that half of its mammoth debt pile is held through Irish operations. This is partly due to history, but also as a result of Ireland’s central place in the world of multinational activity.  

Like so many other tech giants, Skillsoft has placed Ireland at the heart of the world – but, unlike uber-profitable multinationals like Facebook and Microsoft, this is a tangled Irish world of debt, losses and write-offs.


In early April, The Currency was the first publication globally to report on the brewing financial storm within the Skillsoft group. Having experienced significant losses in 2019, we reported how the US-owned company had engaged with stakeholders in relation to its financial situation.

Given its international disposition, advisers were assessing what was the best jurisdiction – or indeed jurisdictions – to implement a restructuring. Options under active consideration involved formal or informal arrangements in Ireland, the UK and the US. One being pursued was an examinership process in Ireland.

In the end, the group opted for a US based process, filing for Chapter 11 bankruptcy in the US state of Delaware (where a number of its holding operations are sited) to facilitate a Restructuring Support Agreement (RSA) with first and second lien creditors.

The RSA is expected to result in a comprehensive de-leveraging of the company’s balance sheet by reducing the company’s existing first lien and second lien debt to $410 million from approximately $2.0 billion, with total debt (including working capital financing) aggregating $585 million, lowering the company’s annual cash interest by approximately $100 million.

It is a complex deal, but creditors seem enthused and look poised to overwhelmingly back the proposal.

It remains to be seen how the restructuring will impact on the Irish operations, and the hundreds of pages of supplementary filings in the US are not clear about the process.

The Irish connection is real, and stems from one of the country’s most successful tech businesses – SmartForce. Skillsoft merged with the Irish tech giant, founded by the entrepreneur Bill McCabe, back in 2002, with the combined entity trading on the Nasdaq until 2010 when it was bought by a group of private equity firms.

The company kept the Skillsoft name, rather than that of its Irish unit. However, the presence here is real – as the numbers involved show.

One of the group companies is called Pointwell, and it is based in the Haddington Road office of Intertrust. It is not a trading entity, but rather a financing one – drawing money from top level group companies in Holland and Luxembourg and advancing it globally. It houses assets of $1.6 billion, but owes some $2.1 billion to group companies.

For the year ending January 30, 2019, it made a loss of $285 million, bringing retained losses to $1.1 billion.

Roots in Thirdforce

Skillsoft helps companies train their workers with online classes, study materials and accreditation. It’s worked with some of the biggest institutions in the world, from the US Army to Bayer and ArcelorMittal.

Skillsoft started out in New Hampshire, USA, and listed on the Nasdaq right at the top of the Dotcom boom in February 2000.

Two years later it merged with Smartforce, and the merged company kept the Skillsoft name and made Dublin its new headquarters.

In 2010, a group of private equity buyers — Advent International, Bain Capital and Berkshire Partners — bought Skillsoft off the public markets for around $1.1 billion. Four years after that, they sold it on to another private equity buyer, Charterhouse Capital Partners, for $2.3 billion.

The Irish maze

Sitting below Pointwell is four connected companies – SSI Investments I, SSI Investments Ii, SSI Investments Iii, SSI Investments IV. These companies act as bridges between the Pointwell and the main trading operations in Ireland, and are also used as financing operations for international outposts.

SSI Investments I had shareholders’ funds of $659 million in 2019, while SSI Investments Iii had funds of a further $1.25 billion. SSI Investments Ii owes creditors $805 million and has stored up losses of $200 million.

Once you work your way through those entities, you reach the main trading entities – Skillsoft, Skillsoft Ireland, Thirdforce and Mindleading Ireland.

Skillsoft Limited had shareholders’ funds of $760 million and profits of $379. That company in turn owns Skillsoft Ireland Unlimited. It is this company that gives you a greater understanding of the trading operations, and the growing financial issues within the wider group.

Located at the Bellfield campus, some 31 of its 42 employees work in R&D – with staff earning an average salary of $105,000,

It owns all of Skillsoft’s intellectual property and resells the products to the other group companies. This company had revenues of $136 million during its 2019 financial year, and until that year had been profitable – making a pre-tax profit of $113 million in 2018.

If Skillsoft is to create a deal with creditors and restructure its global operations, this company will be of central strategic importance.

Out of the blue in 2019, Skillsoft Ireland was hit with a €396 million bad debt provision from one of its sister companies. A Skillsoft company in another jurisdiction was unable to make good on its debt to Skillsoft Ireland for use of the products. According to filings: “Customer credit risk is borne by the company’s Global Sales companies responsible for contracting with customers in their respective sales territories”.

The bad debt provision pushed Skillsoft Ireland from a €112 million profit in 2018 to a €292 million net loss in 2019. The write-down wiped out all the equity in Skillsoft Ireland.

This is a central company to the group network – it is the 100 per cent owner of 23 companies around the world, including a number based in South Africa, the US, Canada, the UK, Australia, Japan, The Netherlands, India, Germany, France, Ireland and New Zealand.

If Skillsoft is to create a deal with creditors and restructure its global operations, this company will be of central strategic importance.

So, what chances of the firm overcoming its financial woes. Creditors look set to back the deal, but the company has warned of potential pressure points.

In documents filed in the US, it says:

“Risks and uncertainties relating to the proposed restructuring include: the ability of the Company to confirm and consummate a plan of reorganization in accordance with the terms of the “pre-packaged” chapter 11 cases; the ability of the Company to comply with the terms of the RSA and DIP financing; the Company’s ability to obtain requisite court approvals.”

It identifies a number of other issues including the impact of the current pandemic. According to documents, other risks include:

“The impact of COVID-19 on the Company’s operations, including its financial condition and liquidity; the ability of the Company to successfully execute the transactions contemplated by the RSA without substantial disruption to its business; and the effects of disruption from the proposed restructuring on the Company’s operations, including its financial condition and liquidity, and the difficulty to maintain business, financing and operational relationships.”

The company has a long Irish heritage and a significant presence here. All those who involved with either building the business over the years or helping to restructure it through its current crisis, will be hoping for a positive outcome.