UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
PLURALSIGHT, INC.
(Name of Subject Company)
PLURALSIGHT, INC.
(Name of Person Filing Statement)
Class A Common Stock, $0.0001 par value per share
Class B Common Stock, $0.0001 par value per share
Class C Common Stock, $0.0001 par value per share
(Title of Class of Securities)
Class A Common Stock: 72941B106
Class B Common Stock: None
Class C Common Stock: None
(CUSIP Number of Class of Securities)
Matthew Forkner
Chief Legal Officer and Corporate Secretary
42 Future Way
Draper, UT 84020
(801) 784-9007
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Rezwan D. Pavri
Martin W. Korman
Douglas K. Schnell
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
EXPLANATORY NOTE
This Amendment No. 2 (which we refer to as this “Amendment No. 2”) 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” and, together with the Class A Shares and Class B Shares, the “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. 2 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. 2, except that such information is amended and supplemented to the extent specifically provided in this Amendment No. 2.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is amended and supplemented by adding the following immediately prior to the section captioned “Cautionary Statements Regarding Forward-Looking Statements”:
Completion of the Offer
The Offer and any withdrawal rights expired as of one minute after 11:59 pm., New York City time at the end of April 5, 2021 (which we refer to as the “Expiration Time”) and was not extended. American Stock Transfer & Trust Co., LLC (which we refer to as the “Depositary”), advised Parent I and Purchaser that, as of the Expiration Time, an aggregate of 112,888,150 Class A Shares validly tendered and not validly withdrawn pursuant to the Offer (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 Class A Shares issued pursuant to a Pubco Offer Redemption and tendered into the Offer in accordance with Section 2.2(c) of the Amended Merger Agreement). No Class B Shares were tendered into the Offer and, as of the Expiration Time, all outstanding Class C Shares were cancelled in connection with Pubco Offer Redemptions.
The tendered Shares represent approximately 75.2 percent of the aggregate voting power of all issued and outstanding Shares as of the Expiration Time and 71.2 percent 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.
Because all conditions to the Offer were satisfied as of the Expiration Time, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer, and, in accordance with the terms of the Offer, payment for such Shares will be promptly made to the Depositary, which will then transmit such payments to tendering Pluralsight stockholders whose Shares have been accepted for payment.
The full text of the press release issued on April 6, 2021, announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(D) to this Schedule 14D-9 and is incorporated by reference.
Item 9. Exhibits
Item 9 of the Schedule 14D-9 is amended and supplemented by adding the following exhibit:
(a)(5)(D)* Press Release issued by Pluralsight on April 6, 2021
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| PLURALSIGHT, INC. | ||
| By: | /s/ Matthew Forkner | |
| Matthew Forkner | ||
| Chief Legal Officer and Corporate Secretary | ||
Date: April 6, 2021
