UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DI VISION OF
CORPORATI ON FI NANCE
February 11,
2021
By E-Mail
Eleazer Klein, Esq.
Schulte Roth & Zabel
919 Third Avenue
New York, NY 10022
Re: Pluralsight, Inc.
Preliminary Proxy Statement
Filed on February 4, 2021 by Eminence Capital, LP and Ricky
C. Sandler
Soliciting Materials filed pursuant to Rule 14a-12
Filed on February 9, 2021 by Eminence Capital, LP and Ricky
C. Sandler
File No. 001-38498
Dear Mr. Klein:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your filings, by providing
the requested
information, or by advising us when you will provide the requested response.
If you do not
believe our comments apply to your facts and circumstances or do not believe
an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filings and the information you
provide in
response to these comments, we may have additional comments.
Preliminary Proxy Statement
1. Please revise your proxy statement to include the disclosure
required under Item 23(b) of
Schedule 14A.
Cover Letter
2. We note your reference to the complaint filed against the company.
Please include a
background section in your proxy statement describing the history
(if any) between
Eminence and the company leading up to your solicitation.
Eleazer Klein, Esq.
Schulte Roth & Zabel
February 11, 2021
Page 2
Proposal 1: Merger Agreement Proposal
3. Please provide us supplemental support for the statements referring to
Akaris Global
Partners.
4. Each statement or assertion of opinion or belief must be clearly
characterized as such,
and a reasonable factual basis must exist for each such opinion or
belief. Support for
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
the staff on a supplemental basis. Provide support for the following
statements:
Your belief that Pluralsight is poised to enter a period
of sustained accelerated
growth and that that Pluralsight has significant room to
grow with an
immediate total addressable market of $42 billion and 102 million
potential global
users... the global eLearning market that is over $300 billion.
That [t]he selected company analysis used by Qatalyst
described in the
Company s Proxy Statement and relied upon by Qatalyst to
deliver the Qatalyst
Fairness Opinion uses the wrong comparable companies (emphasis
added).
5. With a view toward revised disclosure, please provide us supplemental
support for the
statement that the company acknowledged the inadequacy of the original
Transaction
Committee.
6. With a view toward revised disclosure, please provide us supplemental
support for the
statement that the Company s own advisors acknowledge the true
economic value of
the Tax Receivable Agreement was only approximately $130 million.
7. You must avoid issuing statements that directly or indirectly impugn the
character,
integrity or personal reputation or make charges of illegal, improper or
immoral conduct
without factual foundation. Provide us supplementally, or disclose, the
factual foundation
for the statements listed below. In this regard, note that the factual
foundation for such
assertion must be reasonable. Refer to Rule 14a-9.
That the Company chose to issue forward quarter billings
guidance for the first
time in its history [conveniently].
That such forward earnings guidance was misleading.
8. With a view toward revised disclosure, please provide us supplemental
support for the
statement that the UFCF multiple range and discount rate range used by
Qatalyst in its
DCF analysis are different from what most comparable public
companies today trade
at and [a]t least one major sell-side analyst uses ,
respectively.
9. You state, in the last paragraph on page 5, that [i]n light of the
above, among other
reasons , you recommend that shareholders vote against the merger
proposal. Please
explain what you mean by among other reasons.
Eleazer Klein, Esq.
Schulte Roth & Zabel
February 11, 2021
Page 3
Questions and Answers About the Proxy Materials and Special Meeting
How do I vote my shares?, page 8
10. We note that you do not provide instructions on the proxy card for
shareholders to
give instructions to your broker, bank, dealer, trust company or
other nominee to vote
AGAINST the Merger Proposals despite your statement to that effect.
Please revise or
advise.
Where can I find additional information concerning Pluralsight and the Merger?,
page 10
11. Please publish your solicitation filings on a website other than Edgar.
Form of Proxy Card
12. Please revise the form of proxy card to state how you will vote unmarked
proxy cards.
Soliciting Materials
13. Each statement or assertion of opinion or belief must be clearly
characterized as such,
and a reasonable factual basis must exist for each such opinion or
belief. Support for
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
the staff on a supplemental basis. Provide support for the statement on
slide 13 that [t]he
threat of a $400mm payout effectively deterred all potential bidders
(other than Vista).
14. We note your statement on slide 15 that [a]n acquisition by Vista
would allow Skonnard
to continue to run Pluralsight and to roll his equity post-transaction
(as is common in PE
transactions) PLUS get new incentives. Please provide us support for
your disclosure.
We note that the company s proxy statement has disclosure contrary to
your statements.
Please direct any questions to me at (202) 551-3619.
Sincerely,
/s/ Daniel F.
Duchovny
Daniel F.
Duchovny
Special Counsel
Office of Mergers
and Acquisitions