This Amendment No. 1 (the “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO (together with any subsequent 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.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, are
hereby amended and supplemented as follows:
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1.
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The information set forth in the first paragraph in Section 7 (“Certain Information Concerning
Pluralsight”) of the Offer to Purchase on page 24 is hereby amended and restated by the paragraph set forth below:
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The following description of Pluralsight and its business has been taken from or is based upon information furnished by Pluralsight or its
representatives or upon publicly available documents and records on file with the SEC and other public sources. We have no knowledge that would indicate that any statements contained herein based on such documents and records are untrue. Other than
with respect to any information concerning Pluralsight contained herein, we do not assume any responsibility for the accuracy or completeness of the information concerning Pluralsight, whether furnished by Pluralsight or contained in
Pluralsight’s filings, or for any failure by Pluralsight to disclose events that may have occurred or that may affect the significance or accuracy of any such information but which are unknown to us.
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2.
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The information set forth in the three sub-bullet points in
Section 11 (“The Merger Agreement; Other Agreements”) of the Offer to Purchase under the heading “Termination of the Merger Agreement” and under the second bullet thereof entitled “by either Pluralsight or Parent
I:” is hereby amended and restated by the three sub-bullet points set forth below :
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prior to the Offer Acceptance Time, (1) any permanent injunction or other legal or regulatory restraint or
prohibition preventing the consummation of the Offer or the Mergers is in effect, that prohibits, makes illegal or enjoins the consummation of the Offer or the Mergers and has become final and non-appealable;
or (2) any statute, rule, regulation or order is enacted, entered, enforced or deemed applicable to the Offer or the Mergers that prohibits, makes illegal or enjoins the consummation of the Offer or the Mergers; provided, that such right
to terminate will not be available to Pluralsight or Parent I if such party attempting to terminate the Merger Agreement has failed to use its reasonable best efforts to resist, appeal, obtain consent pursuant to, resolve or lift, as applicable,
such injunction, action, statute, rule, regulation or order;
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if the Offer Acceptance Time has not occurred on or prior to the Termination Date; provided, that such
right to terminate shall not be available to Pluralsight or Parent I if (1) the other party has a right to terminate the Merger Agreement due to such party’s breach of its representations and warranties or failure to perform its covenants
or other agreements or (2) such party’s breach of the Merger Agreement has been the primary cause of, or primarily resulted in the failure of the Offer Acceptance Time to have occurred prior to the Termination Date; or
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if the Expiration Time has occurred and Purchaser has not accepted for payment, within one business day, the
Shares that have been validly tendered (and not validly withdrawn) pursuant to the Offer in accordance with the terms of the Merger Agreement; provided, that such right to terminate shall not be available to Pluralsight or Parent I if such
party’s breach of the Merger Agreement has been the primary cause of, or primarily resulted in Purchaser’s failure to accept for payment the Shares that have been validly tendered (and not validly withdrawn) pursuant to the Offer.
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3.
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The information set forth in the last sentence of the paragraph titled “Plans for Pluralsight” in
Section 12 (“Purpose of the Offer; Plans for Pluralsight”) of the Offer to Purchase on page 59 is hereby amended and restated by the sentence set forth below:
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Purchaser’s officers immediately prior to the Company Merger Effective Time will be the initial officers of the Surviving Corporation
until their successors have been elected or appointed.
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4.
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The information set forth in Section 10 (“Background of the Offer; Past Contacts or Negotiations with
Pluralsight”) of the Offer to Purchase on page 29 is hereby amended to add the following paragraph immediately after the paragraph that begins with “On October 6, 2020”:
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On October 12, 2020, a representative of a third-party search firm contacted Bonita Stewart, a Pluralsight Director and Transaction
Committee member, about potential opportunities to serve on the board of a Vista portfolio company. Vista did not direct the representative to reach out to Ms. Stewart specifically. Ms. Stewart declined to pursue discussions and did not
meet with any representatives of Vista. Ms. Stewart disclosed the third-party outreach during the November 14, 2020 Transaction Committee meeting. Also during the November 14, 2020 Transaction Committee 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. That process was being run independently by Apptio without the
involvement of Vista.
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5.
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The information set forth in the paragraph beginning with “On November 6, 2020” in
Section 10 (“Background of the Offer; Past Contacts or Negotiations with Pluralsight”) of the Offer to Purchase on page 30 is hereby amended and restated by the paragraph set forth below:
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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 share of Class A common stock and equivalents based on certain assumptions, including the number of shares of Class A common stock 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.