Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Merger Agreement
On March 7, 2021, Pluralsight, Inc., a Delaware corporation (“Pluralsight” or the “Company”), entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”) with Pluralsight Holdings, LLC, a Delaware limited liability company and subsidiary of the Company (“Pluralsight Holdings” and, together with Pluralsight, the “Pluralsight Parties”), Lake Holdings, LP, a Delaware limited partnership (“Parent I”), Lake Guarantor, LLC, a Delaware limited liability company (“Parent II” and together with Parent I, the “Parent Entities”), Lake Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent I (“Merger Sub I”), and Lake Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent II (“Merger Sub II” and together with Merger Sub I, the “Merger Subs” and, together with the Parent Entities, the “Buyer Parties”). The Parent Entities and the Merger Subs are affiliates of Vista Equity Partners Fund VII, L.P., a Cayman Islands exempted limited partnership (“Vista Fund VII”). The Amended and Restated Merger Agreement amends and restates the Agreement and Plan of Merger (the “Original Agreement”), dated as of December 11, 2020 between the Pluralsight Parties and the Buyer Parties. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Amended and Restated Merger Agreement.
The Amended and Restated Merger Agreement provides that, upon the terms and subject to the conditions thereof, as promptly as practicable (but in no event more than three business days following the date of the Amended and Restated Merger Agreement), Merger Sub I will commence a tender offer (the “Offer”) to purchase (i) all of the outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), at a price per share of $22.50, net to the seller in cash, without interest (the “Class A Offer Price”), (ii) all of the outstanding shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B Shares”), at a price per share of $0.0001, net to the seller in cash, without interest; and (iii) all of the outstanding shares of the Company’s Class C Common Stock, par value $0.0001 per share (the “Class C Shares”)” and together with the Company Common Stock and the Class C Shares, the “Company Capital Stock”), at a price per share of $0.0001, net to the seller in cash, without interest. Holders of common units of Pluralsight Holdings (the “Holdings Units”) will have the right to participate in the Offer by redeeming their Holdings Units for shares of Company Common Stock, in accordance with the limited liability company agreement of Holdings (as amended, the “Holdings LLCA”), and the tender of the shares of Company Common Stock issuable upon such redemption into the Offer.
The Amended and Restated Merger Agreement further provides that, as promptly as practicable following the completion of the Offer, upon the terms and subject to the conditions of the Amended and Restated Merger Agreement, Merger Sub I will be merged with and into the Company (the “Company Merger”), with Pluralsight continuing as the surviving corporation in the Company Merger, and Merger Sub II will be merged with and into Pluralsight Holdings (the “Holdings Merger”) and together with the Company Merger, the “Mergers”), with Pluralsight Holdings continuing as the surviving entity in the Holdings Merger. The Amended and Restated Merger Agreement contemplates that the Company Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”), which permits completion of the Company Merger without a vote of the holders of shares of Company Capital Stock if the Offer is consummated in accordance with the terms of the Amended and Restated Merger Agreement (including the satisfaction of certain conditions related to minimum participation by the holders of shares of Company Capital Stock in the Offer, as described below and more specifically set forth in the definition of “Minimum Condition” set forth on Annex I to the Amended and Restated Merger Agreement).
At the effective times of the Mergers:
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(i)
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each share of Company Common Stock outstanding as of immediately prior to the effective time of the Company Merger (except as otherwise provided in the Amended and Restated Merger Agreement) will be cancelled and automatically converted into the right to receive cash in an amount equal to the Class A Offer Price, without interest; and
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(ii)
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each Holdings Unit outstanding as of immediately prior to the effective time of the Holdings Merger (except as otherwise provided in the Amended and Restated Merger Agreement) will be cancelled and automatically converted into the right to receive cash in an amount equal to the Class A Offer Price, without interest.
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In addition, at the effective times of the Mergers, each Class B Share and Class C Share corresponding to each Holdings Unit outstanding as of immediately prior to the effective time of the Company Merger (except as otherwise provided in the Amended and Restated Merger Agreement) will be cancelled and automatically converted into the right to receive cash in an amount equal to $0.0001, without interest, as provided in the amended and restated certificate of incorporation of Pluralsight.
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