Form SC 14D9/A Pluralsight, Inc. Filed by: Pluralsight, Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
(Name of Subject Company)
(Name of Person Filing Statement)
Class A Common Stock, $0.0001 par value per share
Class B Common Stock, $0.0001 par value per share
Class C Common Stock, $0.0001 par value per share
(Title of Class of Securities)
Class A Common Stock: 72941B106
Class B Common Stock: None
Class C Common Stock: None
(CUSIP Number of Class of Securities)
Chief Legal Officer and Corporate Secretary
42 Future Way
Draper, UT 84020
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Rezwan D. Pavri
Martin W. Korman
Douglas K. Schnell
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 2 (which we refer to as this Amendment No. 2) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission (which we refer to as the SEC) on March 12, 2021 by Pluralsight, Inc., a Delaware corporation (which we refer to as Pluralsight). We refer to the Schedule 14D-9, together with the exhibits thereto and as it may be amended or supplemented from time to time, as the Schedule 14D-9. The Schedule 14D-9 relates to the cash tender offer (which we refer to as the Offer) by Lake Merger Sub I, Inc., a Delaware corporation (which we refer to as Purchaser) and a wholly owned direct subsidiary of Lake Holdings, LP, a Delaware limited partnership (which we refer to as Parent I), to purchase (1) all of the issued and outstanding shares of Class A common stock of Pluralsight (which we refer to as Class A Shares) at an offer price of $22.50 per Class A Share, (2) all of the issued and outstanding shares of Class B common stock of Pluralsight (which we refer to as Class B Shares) at an offer price of $0.0001 per Class B Share, and (3) all of the issued and outstanding shares of Class C common stock of Pluralsight (which we refer to as Class C Shares and, together with the Class A Shares and Class B Shares, the Shares) at $0.0001 per Class C Share.
The Offer is disclosed in the Tender Offer Statement on Schedule TO, as amended or supplemented from time to time, filed by Parent I and Purchaser with the SEC on March 9, 2021 and is made upon the terms and subject to the conditions set forth in the related offer to purchase (which we refer to, as it may be amended or supplemented from time to time, as the Offer to Purchase) and the related letter of transmittal (which we refer to, as it may be amended or supplemented from time to time, as the Letter of Transmittal). The Offer to Purchase and the Letter of Transmittal were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively. Unless the context otherwise indicates, we use the terms us, we and our to refer to Pluralsight.
Capitalized terms used but not otherwise defined in this Amendment No. 2 have the meanings given to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated by reference into this Amendment No. 2, except that such information is amended and supplemented to the extent specifically provided in this Amendment No. 2.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is amended and supplemented by adding the following immediately prior to the section captioned Cautionary Statements Regarding Forward-Looking Statements:
Completion of the Offer
The Offer and any withdrawal rights expired as of one minute after 11:59 pm., New York City time at the end of April 5, 2021 (which we refer to as the Expiration Time) and was not extended. American Stock Transfer & Trust Co., LLC (which we refer to as the Depositary), advised Parent I and Purchaser that, as of the Expiration Time, an aggregate of 112,888,150 Class A Shares validly tendered and not validly withdrawn pursuant to the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee in accordance with Section 251(h) of the DGCL, but including Class A Shares issued pursuant to a Pubco Offer Redemption and tendered into the Offer in accordance with Section 2.2(c) of the Amended Merger Agreement). No Class B Shares were tendered into the Offer and, as of the Expiration Time, all outstanding Class C Shares were cancelled in connection with Pubco Offer Redemptions.
The tendered Shares represent approximately 75.2 percent of the aggregate voting power of all issued and outstanding Shares as of the Expiration Time and 71.2 percent of all issued and outstanding Class A Shares and Class B Shares as of the Expiration Time, excluding (for purposes of both the numerator and the denominator of such calculation) any Class A Shares and Class B Shares known by Pluralsights Chief Executive Officer, Chief Legal Officer or Corporate Secretary to be held by a Company Excluded Party as of such time.
Because all conditions to the Offer were satisfied as of the Expiration Time, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer, and, in accordance with the terms of the Offer, payment for such Shares will be promptly made to the Depositary, which will then transmit such payments to tendering Pluralsight stockholders whose Shares have been accepted for payment.
The full text of the press release issued on April 6, 2021, announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(D) to this Schedule 14D-9 and is incorporated by reference.
Item 9. Exhibits
Item 9 of the Schedule 14D-9 is amended and supplemented by adding the following exhibit:
(a)(5)(D)* Press Release issued by Pluralsight on April 6, 2021
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Chief Legal Officer and Corporate Secretary|
Date: April 6, 2021
Vista Equity Partners Completes Acquisition of Pluralsight
SILICON SLOPES, Utah, April 6, 2021 Pluralsight, Inc., the technology workforce development company, today announced that Vista Equity Partners (Vista) has successfully completed its acquisition of Pluralsight for $22.50 per share.
We are excited about the completion of this transaction and look forward to leveraging Vistas resources and financial strength to continue to innovate across our product portfolio and deliver solutions that help companies strengthen technology skills, become more agile, and achieve their goals, said Aaron Skonnard, co-founder and CEO of Pluralsight.
With the completion of the acquisition, Pluralsights stock ceased trading and the company is no longer listed on any public market.
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.
Pluralsight is the leading technology workforce development company that helps companies and teams build better products by developing critical skills, improving processes and gaining insights through data, and providing strategic skills consulting. Trusted by forward-thinking companies of every size in every industry, Pluralsight helps individuals and businesses transform with technology. Pluralsight Skills helps enterprises build technology skills at scale with expert-authored courses on todays most important technologies, including cloud, artificial intelligence and machine learning, data science, and security, among others. Skills also includes tools to align skill development with business objectives, virtual instructor-led training, hands-on labs, skill assessments and one-of-a kind analytics. Flow complements Skills by providing engineering teams with actionable data and visibility into workflow patterns to accelerate the delivery of products and services. For more information about Pluralsight (NASDAQ: PS), visit pluralsight.com.
About Vista Equity Partners
Vista is a leading global investment firm with more than $73 billion in assets under management as of September 30, 2020. The firm exclusively invests in enterprise software, data and technology enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vistas investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is the key to an even better future a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. Further information is available at vistaequitypartners.com. Follow Vista on LinkedIn, @Vista Equity Partners, and on Twitter, @Vista_Equity.
This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding our acquisition by affiliates of Vista Equity Partners (the Transaction). These forward-looking statements involve risks and uncertainties. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include the risks described in the filings that we make with the SEC from time to time, including the risks described under the headings Risk Factors and Management Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K, which was filed with the SEC on February 26, 2021, and which should be read in conjunction with our financial results and forward-looking statements. Our filings with the SEC are available on the SEC filings section of the Investor Relations page of our website at http://investors.pluralsight.com. All forward-looking statements in this communication are based on information available to us as of the date of this communication, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman / Jed Repko
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