Pluralsight, Inc. (NASDAQ: PS), the technology workforce
development company, today announced that it has entered into a
definitive agreement to be acquired by Vista Equity Partners
(“Vista”), a leading global investment firm focused on enterprise
software, data and technology-enabled businesses.
Under the terms of the agreement, Vista, in partnership with its
institutional co-investors including Partners Group, will acquire
all outstanding shares of Pluralsight common stock for $20.26 per
share in an all-cash transaction valued at approximately $3.5
billion. The purchase price represents a premium of approximately
25% to the company’s volume weighted average closing stock price
for the 30 trading days prior to today’s announcement.
Pluralsight, which is headquartered in Utah and has over 1,700
employees, provides technology workforce development solutions,
including skills intelligence, skills development and engineering
management capabilities. These solutions help develop world-class
technologists and technology teams and empower them to drive the
next wave of innovation for their organizations. The company’s two
products, Pluralsight Skills and Pluralsight Flow, are used by more
than 17,000 customers, including 70% of Fortune 500 companies.
“We are pleased to have reached this agreement with Vista, which
delivers significant immediate cash value to our shareholders, and
positions Pluralsight to continue meeting and exceeding the
expectations of our customers,” said Gary Crittenden, Pluralsight’s
lead independent director. “This transaction, which is the result
of a robust process overseen and directed by an independent
Transaction Committee of the Board of Directors, is a testament to
the value Pluralsight has created and the reputation our team has
built. Enterprises all over the world rely on Pluralsight’s
solutions to strengthen technology skills, innovate faster and meet
their core objectives. With Vista’s support, we are confident that
Pluralsight will be even better positioned to deliver value to our
customers. We are confident that this transaction is the best path
forward for Pluralsight and our stakeholders.”
“Today’s announcement is an exciting milestone for Pluralsight
as we begin the next phase of our evolution,” said Aaron Skonnard,
co-founder and CEO of Pluralsight. “Through this partnership with
Vista, we will be able to move faster and be more agile, accelerate
our strategic vision and, ultimately, deliver deeper, more powerful
solutions that help companies adapt and thrive in the digital age.
We are relentlessly focused on helping enterprises improve and
optimize their technology workforce and providing the most
effective path to skills transformation for their technology teams.
The global Vista ecosystem of leading enterprise software companies
provides significant resources and institutional knowledge that
will open doors and help fuel our growth. We’re thrilled that we
will be able to leverage Vista’s expertise to further strengthen
our market leading position.”
“We have seen firsthand that the demand for skilled software
engineers continues to outstrip supply, and we expect this trend to
persist as we move into a hybrid online-offline world across all
industries and interactions, with business leaders recognizing that
technological innovation is critical to business success,” said
Monti Saroya, co-head of the Vista Flagship Fund and senior
managing director at Vista. “Through its platform, Pluralsight
enables these leaders to improve productivity and provide career
pathing opportunities across their IT workforces.”
“Pluralsight and Vista share the belief that software is key to
unlocking opportunity and progress,” said Adrian Alonso, managing
director at Vista. “We are impressed by the outstanding business
that Pluralsight has already built and look forward to partnering
with the management team to enable the company’s next phase of
growth and further their mission to democratize technology
skills.”
Transaction Details
Under the terms of the agreement, which was unanimously approved
and recommended by an independent Transaction Committee and then
unanimously approved by the Pluralsight Board of Directors,
Pluralsight shareholders will receive $20.26 in cash for each share
of common stock they own.
Pluralsight has also entered into a voting agreement with
certain of its shareholders, under which such shareholders have
agreed to vote all of their Pluralsight shares in favor of the
transaction, subject to certain terms and conditions contained
therein. The Pluralsight shares subject to the voting agreement
represent a majority of the current outstanding voting power of
Pluralsight shares. The transaction is also subject to approval by
a majority of shareholders of Pluralsight that are not party to the
company’s Tax Receivable Agreement.
In response to receipt of unsolicited acquisition interest,
Pluralsight engaged in a robust process, including evaluating
transaction alternatives against Pluralsight’s standalone plan and
other strategic alternatives. Following this process, the
Transaction Committee and the Board each unanimously determined
that the transaction with Vista is in the best interests of
Pluralsight and its shareholders.
The transaction is expected to close in the first half of 2021,
subject to customary closing conditions, including approval by
Pluralsight shareholders and receipt of regulatory approvals. Upon
completion of the transaction, Pluralsight will become a privately
held company and shares of Pluralsight common stock will no longer
be listed on any public market. Pluralsight will continue to be
headquartered in Silicon Slopes, Utah.
Advisors
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.
About Pluralsight
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 today’s
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. Vista’s 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.
Additional Information and Where to Find It
Pluralsight, its directors and certain executive officers are
participants in the solicitation of proxies from stockholders in
connection with the acquisition of Pluralsight (the “Transaction”).
Pluralsight plans to file a proxy statement (the “Transaction Proxy
Statement”) with the Securities and Exchange Commission (the “SEC”)
in connection with the solicitation of proxies in connection with
the Transaction.
Aaron Skonnard, Gary Crittenden, Scott Dorsey, Arne Duncan, Ryan
Hinkle, Leah Johnson, Timothy Maudlin, Frederick Onion, Bradley
Rencher, Bonita Stewart and Karenann Terrell, all of whom are
members of Pluralsight’s Board of Directors, and James Budge,
Pluralsight’s Chief Financial Officer, are participants in
Pluralsight’s solicitation. Other than Messrs. Skonnard and Onion,
none of such participants owns in excess of one percent of the
voting power of Pluralsight’s common stock. Mr. Skonnard may be
deemed to own approximately 53.6 percent of the voting power of
Pluralsight’s capital stock, and Mr. Onion may be deemed to own
approximately 4.2 percent of the voting power of Pluralsight’s
capital stock. Additional information regarding such participants,
including their direct or indirect interests, by security holdings
or otherwise, will be included in the Transaction Proxy Statement
and other relevant documents to be filed with the SEC in connection
with the Transaction. Information relating to the foregoing can
also be found in Pluralsight’s definitive proxy statement for its
2020 Annual Meeting of Stockholders (the “2020 Proxy Statement”),
which was filed with the SEC on March 18, 2020. To the extent that
holdings of Pluralsight’s securities have changed since the amounts
printed in the 2020 Proxy Statement, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC.
Promptly after filing the definitive Transaction Proxy Statement
with the SEC, Pluralsight will mail the definitive Transaction
Proxy Statement and a WHITE proxy card to each stockholder entitled
to vote at the special meeting to consider the Transaction.
STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT PLURALSIGHT WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain, free of charge, the
preliminary and definitive versions of the Transaction Proxy
Statement, any amendments or supplements thereto and any other
relevant documents filed by Pluralsight with the SEC in connection
with the Transaction at the SEC’s website (http://www.sec.gov).
Copies of Pluralsight’s definitive Transaction Proxy Statement, any
amendments or supplements thereto and any other relevant documents
filed by Pluralsight with the SEC in connection with the
Transaction will also be available, free of charge, at
Pluralsight’s website (http://investors.pluralsight.com) or by
writing to Pluralsight, Inc., Attention: Investor Relations, 42
Future Way, Draper, Utah 84020. In addition, copies of these
materials may be requested, free of charge, from Pluralsight’s
proxy solicitor by writing to Innisfree M&A Incorporated, 501
Madison Avenue, New York, NY 10022, or calling toll-free to
877-750-0625.
Forward-Looking Statements
This communication contains forward-looking statements that
involve risks and uncertainties, including statements regarding our
pending acquisition by affiliates of Vista Equity Partners,
including the expected timing of the closing of the transaction;
considerations taken into account by our Board of Directors in
approving the Transaction; and expectations for Pluralsight
following the closing of 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 risks associated with: the
risk that the conditions to the closing of the Transaction are not
satisfied, including the risk that required approvals from the
stockholders of Pluralsight for the Transaction or required
regulatory approvals are not obtained; potential litigation
relating to the Transaction; uncertainties as to the timing of the
consummation of the Transaction and the ability of each party to
consummate the Transaction; risks that the Transaction disrupts the
current plans and operations of Pluralsight; and 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 Securities and Exchange Commission
on February 25, 2020, and amended on March 2, 2020, 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.
Contacts
For Pluralsight
Investor Relations Mark
McReynoldsmark-mcreynolds@pluralsight.com
Media DJ Andersondj@pluralsight.com
Joele Frank, Wilkinson Brimmer KatcherMatthew Sherman / Jed
Repko212.355.4449
For Vista
Alan FleischmannVista@laurelstrategies.com
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