EXPLANATORY NOTE
This Amendment No. 1 (which we refer to as this “Amendment No. 1”) 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”) 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. 1 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. 1, except that such information is amended and
supplemented to the extent specifically provided in this Amendment No. 1.
Item 4. The Solicitation or Recommendation
The section of Item 4 of the Schedule 14D-9 captioned “Background of the Offer and the
Mergers” is amended and supplemented by adding the following information to the end of the paragraph that begins with “On November 14, 2020”:
During the November 14, 2020 Transaction Committee meeting, Ms. Stewart informed the Transaction Committee that a representative of a
third-party search firm contacted Ms. Stewart on October 12, 2020 about potential opportunities to serve on the board of a Vista portfolio company, and Ms. Stewart declined to pursue discussions and did not meet with any
representatives of Vista. Also during the meeting, Karenann Terrell, a Pluralsight Director who was not a Transaction Committee member, disclosed that she was engaged in discussions to join the board of directors of Apptio, Inc., a Vista portfolio
company.
The information set forth in the paragraph beginning with “On November 6, 2020” in the section
of Item 4 of the Schedule 14D-9 captioned “Background of the Offer and the Mergers” is amended and restated as follows:
On
November 6, 2020, Vista delivered to Pluralsight a written proposal to acquire all of the outstanding equity of Pluralsight for $16.50 in cash per Class A Share and equivalents based on certain assumptions, including the number of
Class A Shares and equivalents outstanding on a fully diluted basis and the full acceleration and satisfaction of obligations under the TRA in accordance with its terms, in an amount of approximately $406 million (estimated from the model
provided by management of Pluralsight in the electronic dataroom, with a $16.50 per share input). The proposal also indicated that, to the extent that a lower amount is ultimately required to satisfy in full Pluralsight’s obligations under the
TRA, the difference would be applied to the purchase price being proposed by Vista on a dollar-for-dollar basis. The proposal also indicated that through equity
participation programs and other incentive structures, Vista seeks to align management’s incentives with Vista’s incentives, and that Vista had been impressed by the high caliber of Pluralsight’s executive team that Vista had met to
date, and looked forward to forming a successful and productive partnership with them going forward alongside meeting the broader team.
