Exhibit (a)(1)(F)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined
below) is made solely pursuant to the Offer to Purchase dated March 9, 2021 and the related Letter of Transmittal and any amendments or supplements thereto and is being made to all holders of Shares. The Offer is not being made to, nor will
tenders be accepted from or on behalf of, holders of Shares in any U.S. or foreign jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the
applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to
be designated by Purchaser
Notice of Offer to Purchase for Cash
All Outstanding Shares of Class A Common Stock,
Class B Common Stock and Class C Common Stock
of
Pluralsight, Inc.
at
$22.50 Net
Per Share of Class A Common Stock
$0.0001 Net Per Share of Class B Common Stock
$0.0001 Net Per Share of Class C Common Stock
by
Lake Merger Sub I,
Inc.
a wholly owned subsidiary of
Lake Holdings, LP
a
limited partnership affiliated with
Vista Equity Partners Fund VII, L.P.
Lake Merger Sub I, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Lake Holdings, LP, a Delaware limited
partnership (“Parent I”), is offering to purchase all outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Pluralsight, Inc., a Delaware corporation
(“Pluralsight”), Class B common stock, par value $0.0001 per share, of Pluralsight (“Class B Common Stock”) and Class C common stock, par value $0.0001 per share, of Pluralsight (“Class C Common
Stock” and together with Class A Common Stock and Class B Common Stock, the “Shares”), at a purchase price of $22.50 per share of Class A Common Stock (the “Class A Offer Price”), $0.0001 per share of
Class B Common Stock (the “Class B Offer Price”) and $0.0001 per share of Class C Common Stock (the “Class C Offer Price” and together with the Class A Offer Price and the Class B Offer Price, or any
higher amounts per share that may be paid pursuant to the Offer, the “Offer Prices”), in each case, net to the seller in cash, without interest, and subject to deduction for any required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 9, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related letter of transmittal (as amended or supplemented from time to
time, the “Letter of Transmittal” and which, together with the Offer to Purchase, constitutes the “Offer”). Parent I is affiliated with Vista Equity Partners Fund VII, L.P., a Cayman Islands exempted limited partnership.
Tendering stockholders whose Shares are registered in their names and who tender directly to Purchaser will not be charged brokerage fees or similar expenses on the sale of Shares for cash pursuant to the Offer. Tendering stockholders whose Shares
are registered in the name of their broker, bank or other nominee should consult such nominee to determine if any fees may apply.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 EM., NEW YORK
CITY TIME, AT THE END OF APRIL 5, 2021, UNLESS
THE OFFER IS EXTENDED OR EARLIER TERMINATED. |
The Offer is being made pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of
March 7, 2021 (the “Merger Agreement”), by and among Parent I, Lake Guarantor, LLC, a Delaware limited liability company (“Parent II” and together with Parent I, the “Parent Entities”), Purchaser, Lake Merger Sub
II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent II (“Merger Sub II” and together with the Parent Entities and Merger Sub I, the “Buyer Parties”), Pluralsight, and Pluralsight Holdings, LLC, a
Delaware limited liability company and subsidiary of Pluralsight, pursuant to which, following the consummation of the Offer and the satisfaction or waiver of each of the applicable conditions set forth in the Merger Agreement, (a) Purchaser
will merge with and into Pluralsight (the “Company Merger”), with Pluralsight continuing as the surviving corporation in the Company Merger and (b) Merger Sub II will merge with and into Holdings (the “Holdings Merger” and
together with the Company Merger, the “Mergers”), with Holdings continuing as the surviving company in the Holdings Merger. As a result of the Company Merger, each issued and outstanding Share (other than Shares held by Pluralsight or the
Buyer Parties or any wholly owned subsidiary thereof, or any stockholders who have properly exercised their appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”)) will, by virtue of the Company Merger
and without any action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the applicable Offer Price, without interest and less any required withholding taxes. As a result of the Company
Merger, Pluralsight will cease to be a publicly traded company and will become wholly owned by Parent I. The Merger Agreement is more fully described in the Offer to Purchase.
Purchaser will not be required to consummate the Offer unless all of the following conditions are satisfied at one minute after 11:59 p.m. New
York City time (the “Expiration Time”) at the end of April 5, 2021 (the “Initial Expiration Date” and such date or such subsequent date to which the expiration of the Offer is extended in accordance with the Merger
Agreement, the “Expiration Date”): (a) the number of Shares validly tendered (within the meaning of Section 251(h) of the DGCL) and not validly withdrawn (excluding any 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 any shares of Class A Common Stock issued pursuant to a Pubco Offer Redemption (as defined in the Offer to Purchase)
and tendered into the Offer in accordance with the terms of the Merger Agreement), together with the Shares owned by Parent I or any wholly owned subsidiary of Parent I equals at least one vote more than 50% of the aggregate voting power of all
issued and outstanding Shares (including any shares of Class A Common Stock issued pursuant to a Pubco Offer Redemption), as of the Expiration Time, but excluding any Shares held in treasury by Pluralsight as of the expiration of the Offer or
any other Shares acquired by Pluralsight prior to the expiration of the Offer (including (i) any shares of Class B Common Stock or Class C Common Stock surrendered to Pluralsight and cancelled in connection with a Holdings Unit
Redemption (including any Pubco Offer Redemption) and (ii) any shares of Class A Common Stock acquired in connection with tax withholding or payment of the exercise price for the exercise of Pluralsight options or other equity incentive
awards) (the “Minimum Condition”); (b) the number of shares of Class A Common Stock and Company B Stock validly tendered and not validly withdrawn pursuant to the Offer (including any shares of Class A Common Stock issued
pursuant to a Pubco Offer Redemption and tendered into the Offer in accordance with the terms of the Merger Agreement) equals at least one share more than 50% of all issued and outstanding shares of Class A Common Stock and Class B Common
Stock as of the Expiration Time, excluding (for purposes of both the numerator and the denominator of such calculation) any shares of Class A Common Stock and Class B Common Stock known by certain executive officers of Pluralsight to be
held by a Company Excluded Party (as defined in the Offer to Purchase) as of such time, and excluding any shares of Class A Common Stock and Class B Common Stock held in treasury by Pluralsight as of the expiration of the Offer or any
other shares of Class A Common Stock or Class B Common Stock acquired by Pluralsight prior to the expiration of the Offer (including (i) any shares of Class B Common Stock surrendered to Pluralsight and cancelled in connection
with a Holdings Unit Redemption (including any Pubco Offer Redemption) and (ii) any shares of Class A Common Stock acquired in connection with tax withholding or payment of the exercise price for the exercise of Pluralsight options or
other equity incentive awards (the “Special Majority Condition”); (c) the representations and warranties made by Pluralsight in the Merger Agreement are accurate, subject to the materiality and other qualifications set forth in the Merger
Agreement; (d) Pluralsight has performed and complied with in all material respects its obligations required to be performed and complied with by it on or prior to the Expiration Time; (e) since December 11, 2020, there has not been a
Company Material Adverse Effect (as defined in the Offer to Purchase) that is continuing; (f) Pluralsight has delivered a customary officer’s certificate with respect to certain of the Offer Conditions; (g) no temporary restraining
order, preliminary or permanent injunction or other judgment or order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Offer or the Mergers will be in effect, nor
will any action have been taken by any governmental authority of competent jurisdiction, and no statute, rule, regulation or order will have been enacted, entered, enforced or deemed applicable to the Offer or the Mergers, that in each case
prohibits, makes illegal, or enjoins the consummation of the Offer or the Mergers; (h) the waiting periods (and any extension thereof) applicable to the consummation of the Offer or the Mergers under certain antitrust laws and foreign
investment laws have expired or otherwise been terminated, or all required consents, directions or orders required to consummate the Offer and the Company Merger pursuant to such laws have been obtained; and (i) the absence of a termination of
the Merger Agreement in accordance with its terms. These conditions to the Offer (the “Offer Conditions”) are described in the Offer to Purchase. Parent I (on behalf of the Buyer Parties) can waive some of the conditions to the Offer
without the consent of Pluralsight. Parent I (on behalf of the Buyer Parties) cannot, however, waive the Minimum Tender Condition or the Special Majority Condition without the consent of Pluralsight.
The purpose of the Offer is for Parent I, through Purchaser, to acquire control of, and ultimately the entire equity interest in, Pluralsight.
Following the consummation of the Offer, Purchaser intends to effect the Company Merger as promptly as practicable, subject to the satisfaction of certain conditions.
Following careful consideration, the board of directors of Pluralsight has: (a) determined that it is in the best interests of
Pluralsight and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Offer and the Company Merger, upon the terms and subject to the conditions set forth in the Merger Agreement; (b) approved the
execution and delivery of the Merger Agreement by Pluralsight, the performance by Pluralsight of its covenants and other obligations under the Merger Agreement, and the consummation of the Offer and the Company Merger upon the terms and subject to
the conditions set forth therein; (c) resolved to recommend that the stockholders of Pluralsight accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (d) resolved that the Company Merger shall be effected under
Section 251(h) of the DGCL and that the Company Merger shall be consummated as promptly as possible after the Offer Acceptance Time (as defined in the Offer to Purchase).
The Merger Agreement contemplates that the Company Merger will be effected pursuant to Section 251(h) of the DGCL, which permits completion
of the Company Merger upon the collective ownership by Parent I, Purchaser and any other subsidiary of Parent I of one vote more than 50% of the aggregate voting power of the then-outstanding Shares, and if the Company Merger is so effected pursuant
to Section 251(h) of the DGCL, no stockholder vote will be required to adopt the Merger Agreement or consummate the Company Merger. Following the purchase of Shares in the Offer, Parent I and Purchaser expect to consummate the Company Merger in
accordance with Section 251(h) of the DGCL, and do not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Mergers.
Subject to the provisions of the Merger Agreement and applicable law, Purchaser expressly reserves the right, at any time, to (a) increase
any applicable Offer Price, (b) waive any Offer Condition other than the Minimum Condition or the Special Majority Condition and (c) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of the
Merger Agreement, provided that Pluralsight’s consent is required for Purchaser to (i) decrease any applicable Offer Price, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Shares sought to
be purchased in the Offer, (iv) impose conditions or requirements to the Offer other than the Offer Conditions, (v) terminate, accelerate, extend or otherwise change the expiration date of the Offer, except as described in the Offer to
Purchase, (vi) amend or modify any of the terms of the Offer in a manner that adversely affects the holders of Shares, or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of
the Offer or the Mergers, or prevent or materially delay the ability of the Buyer Parties to consummate the Offer or the Mergers or (vii) provide any subsequent offering period (within the meaning of Rule
14d-11 of the Exchange Act).
Purchaser is required to extend the Offer beyond its then-scheduled
Expiration Date for any period required by any law, rule, any interpretation or position of the SEC, the SEC staff or any rules and regulations of The NASDAQ Global Select Market applicable to the Offer. In addition, Purchaser may, without requiring
the consent of Pluralsight or any other person, extend the Offer for one or more periods of up to 10 business days each (or such longer period as Purchaser may agree to with Pluralsight), if at the then-scheduled Expiration Date any of the Offer
Conditions have not been satisfied or waived by Purchaser; provided, once all Offer Conditions are satisfied (other than the Minimum Condition, the Special Majority Condition or any Offer Conditions that by their nature are to be satisfied at the
Expiration Time), Purchaser may only extend the Offer for up to three periods for a total amount of no more than eight business days following the most recently scheduled Expiration Date at which all Offer Conditions (other than the Minimum
Condition, the Special Majority Condition or any Offer Conditions that by their nature are to be satisfied at the Expiration Time) are satisfied (or such longer period as Purchaser may agree to with Pluralsight).
In any case, Parent and Purchaser will not be (a) required to extend the Offer beyond 11:59 p.m., Pacific time, on July 12, 2021 (the
“Termination Date”) or (b) permitted to extend the Offer beyond the Termination Date without the prior written consent of Pluralsight.
The Merger Agreement does not contemplate a subsequent offering period for the Offer.
Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof,
and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration of the Offer.
Upon the terms and subject to the conditions of the Offer, Purchaser will accept for payment and pay for all Shares that are validly tendered
and not validly withdrawn at or prior to the Expiration Time. For purposes of the Offer, Purchaser will be deemed to have accepted for payment Shares tendered when, as and if Purchaser gives oral or written notice of Purchaser’s acceptance to
American Stock Transfer & Trust Co., LLC, the depositary for the Offer (the “Depositary”). Purchaser will pay for Shares accepted for payment pursuant to the Offer by deposit of the purchase price therefor with the Depositary,
which will act as agent for tendering stockholders for the purpose of receiving payments and transmitting such payments to tendering stockholders. Under no circumstances will Purchaser pay interest on the consideration paid for Shares pursuant to
the Offer, regardless of any extension of the Offer or any delay in making such payment.
In order to take advantage of the
Offer, you must either (a) complete and sign the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal, have your signature guaranteed (if required by Instruction 1 to the Letter of Transmittal), mail or deliver
the Letter of Transmittal (or a manually signed facsimile copy) and any other required documents to the Depositary, and either deliver the certificates for your Shares along with the Letter of Transmittal to the Depositary or tender your Shares
pursuant to the procedures for book-entry transfer set forth in the Offer to Purchase; or (b) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Shares are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee to tender your Shares. If you desire to tender your Shares, and certificates evidencing
your Shares are not immediately available or you cannot deliver such certificates and all other required documents to the Depositary or you cannot comply with the procedures for book-entry transfer described in the Offer to Purchase, in each case
prior to the Expiration Time, you may tender your Shares by following the procedures for guaranteed delivery set forth in the Offer to Purchase.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time. Thereafter, tenders of Shares are irrevocable,
except that they may also be withdrawn pursuant to Section 14(d)(5) of the Exchange Act after May 8, 2021, which is the 60th day after the commencement of the Offer, unless such Shares have already been accepted for payment by Purchaser
pursuant to the Offer.
For your withdrawal to be effective, a written or facsimile transmission notice of withdrawal with respect to the
applicable Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with
(except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in
the case of Shares tendered by delivery of certificates, the serial numbers shown on the specific certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be
retendered at any time before the Expiration Time by again following any of the procedures described in “The Tender Offer—Section 3—Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.
