This Amendment No. 2 (the “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO (together with any amendments and supplements thereto, the “Schedule TO”), initially filed with the Securities and Exchange Commission on March 9, 2021 by Lake Merger Sub I, Inc., a Delaware corporation
(“Purchaser”) and a subsidiary of Lake Holdings, LP, a Delaware limited partnership (“Parent I”), to purchase all of the outstanding shares of Class A common stock, par value $0.0001 per share (“Company Common
Stock”), Class B common stock, par value $0.0001 per share (“Company Class B Stock”), and Class C common stock, par value $0.0001 per share (“Company Class C Stock,” and, together with the Company Common
Stock and the Company Class B Stock, the “Shares”) of Pluralsight, Inc., a Delaware corporation (“Pluralsight” or the “Company”), at a price of $22.50 per share of Company Common Stock, $0.0001 per share of Company
Class B Stock, and $0.0001 per share of Company Class C Stock, in each case, net to the seller in cash, without interest and less any required withholding taxes, if any, upon the terms and subject to the conditions set forth in the offer
to purchase dated March 9, 2021 (the “Offer to Purchase”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is
attached to the Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”
Except as otherwise set forth below, the information set forth in the Schedule TO and the Offer to Purchase remains unchanged and is incorporated herein by
reference to the extent relevant to the matters set forth in this Amendment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
This Amendment relates to the expiration of the Offer as scheduled one minute after 11:59 p.m., Eastern time, on April 5, 2021. All the information set
forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in
this Amendment.
Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.
Items 1 through 9 and Item 11.
The Offer to Purchase and
Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:
The Offer expired as scheduled at one minute after 11:59 p.m., Eastern time, on April 5, 2021. The Purchaser was advised by the Depositary that, as
of the Expiration Time, a total of 112,888,150 shares of Company Common Stock (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 Company Common Stock issued pursuant to a Pubco Offer Redemption and tendered into the Offer in accordance with Section 2.2(c) of the Merger Agreement) have been validly tendered and not validly
withdrawn pursuant to the Offer. No shares of Company Class B Stock were tendered into the Offer and as of the Expiration Time, all outstanding shares of Company Class C Stock were cancelled in connection with Pubco Offer Redemptions.
The tendered Shares represent approximately (i) 75.2% of the aggregate voting power of all issued and outstanding Shares as of the Expiration Time and
(ii) 71.2% 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 Pluralsight’s Chief Executive Officer, Chief Legal Officer or Corporate Secretary to be held by a Company Excluded Party as of such time.
The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfies the Minimum Condition and the Special Majority Condition. All
other conditions to the Offer having been satisfied, Purchaser has accepted for payment and will promptly pay for all Shares validly tendered in the Offer and not validly withdrawn.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Company Merger without a
vote of the stockholders of Pluralsight in accordance with Section 251(h) of the Delaware General Corporation Law (“DGCL”). Accordingly, on April 6, 2021, Parent I and Purchaser completed the Company Merger in accordance with
Section 251(h) of the DGCL. Pursuant to the Merger Agreement, at the Company Merger Effective Time, each issued and outstanding Share (other than (i) Shares with respect to which the holders thereof have properly exercised and perfected
demands for appraisal of such Shares in accordance with Section 262 of the DGCL, (ii) Shares that are owned by Pluralsight as treasury stock, Holdings, or any subsidiary of the Company Parties and (iii) Shares held by Parent I or
Purchaser) were converted into the right to receive consideration equal to the respective Class A Offer Price, Class B Offer Price or Class C Offer Price, in each case, net to the seller in cash, without interest and less any required
withholding taxes (which is the same amount per Share paid in the Offer). Following the Company Merger, all shares of Company Common Stock will be delisted from NASDAQ. In addition, Parent I intends to terminate the registration of the Company
Common Stock under the Exchange Act after consummation of the Company Merger as soon as the requirements for termination of registration are met.
