Pluralsight (PS) and Vista Equity Partners Amend Definitive Agreement to Increase Offer Price to $22.50 Per Share in Cash

Pluralsight, Inc. (NASDAQ: PS) and Vista Equity Partners (“Vista”) today announced that they have entered into a revised definitive agreement under which Vista will acquire all outstanding shares of Pluralsight for $22.50 in cash through a tender offer. The offer, which represents a best and final offer, is an 11% increase from the original $20.26 per share agreement. The independent Transaction Committee and Pluralsight’s Board of Directors have each unanimously approved the revised agreement and recommend that all shareholders tender their shares in support of the transaction. As part of the revised transaction, there have also been waivers of certain payments owed under Pluralsight’s Tax Receivable Agreement (“TRA”).

Aaron Skonnard, co-founder and CEO of Pluralsight, said, “The Pluralsight Board and management team are committed to acting in the best interests of the company and all of our shareholders, and appreciate the input that we have received from shareholders throughout this process. We worked with Vista to reach a revised agreement that provides an enhanced cash premium for Pluralsight shareholders. To that end, the directors who are parties to the TRA in their individual capacities, including me, have waived our rights to receive any TRA payments in connection with the acquisition by Vista, with those amounts being added to the additional consideration being offered by Vista to achieve the $22.50 per share price. Importantly, the revised transaction maintains a structure that preserves the ability of shareholders who are not officers and who are not receiving benefits under the TRA to determine the ultimate outcome of the transaction.”

“The independent Transaction Committee and the Pluralsight Board each unanimously support this revised agreement, which provides cash consideration of $22.50 per share to our shareholders. The amended agreement we announced today provides Pluralsight shareholders with immediate and certain value for the shares that they own at an 11% premium to the original transaction price and an approximately 38% premium to the volume weighted average closing stock price for the 30 trading days prior to the initial announcement of a transaction with Vista,” said Gary Crittenden, Pluralsight’s lead independent director. “The independent Transaction Committee and the Pluralsight Board each unanimously recommend that all Pluralsight shareholders tender their shares in support of the transaction.”

“This is our best and final offer for Pluralsight,” said Monti Saroya, co-head of the Vista Flagship Fund and senior managing director at Vista. “We are pleased that we have been able to enter into this revised merger agreement with Pluralsight and look forward to closing the transaction.”

Transaction Details

Under the terms of the revised agreement, Vista will commence a tender offer on or before March 10, 2021, to acquire all outstanding shares of Pluralsight’s common stock for $22.50 in cash.

Consistent with the conditions to the acquisition initially required by the Pluralsight Board, the consummation of the tender offer will be conditioned on the participation of a majority of the shares not held by (1) parties to the TRA that are receiving benefits under the TRA in connection with the acquisition by Vista or (2) any of Pluralsight’s officers, including Aaron Skonnard.

The transaction is expected to close in the second quarter of 2021.

In light of the revised agreement, the special meeting of Pluralsight shareholders scheduled to be held on March 9, 2021, has been canceled.

Following the completion of the tender offer, Vista will acquire any shares of Pluralsight that are not tendered in the tender offer through a second-step merger and any units of Pluralsight Holdings, LLC not held by Pluralsight through a merger under Delaware law, in each case for consideration equal to the tender offer price. Upon completion of the transaction, Pluralsight will become a privately held company and shares of Pluralsight’s Class A common stock will no longer be listed on any public market.Shareholders who would like to tender their shares or have questions about the tender offer may contact MacKenzie Partners, Inc. who will act as Information Agent for the tender offer at 1-800-322-2885 (toll-free), 212-929-5500 or by email at [email protected].

Qatalyst Partners is serving as financial advisor to Pluralsight and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel. For Vista, Morgan Stanley & Co. LLC is serving as financial advisor, and Kirkland & Ellis LLP is serving as legal counsel.

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