This Tender Offer Statement on Schedule TO (which, together with any
amendments and supplements thereto, collectively constitute this “Schedule TO”) relates to the tender offer (the “Offer”) by Lake Merger Sub I, Inc., a Delaware corporation (“Purchaser”) and a subsidiary of Lake
Holdings, LP, a Delaware limited partnership (“Parent”), 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 conditions set forth in the offer to purchase dated March 9, 2021 (the “Offer to
Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or
supplements, collectively constitute the “Offer.”
All of the information set forth in the Offer to Purchase 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 for in this Schedule TO.
Item 1. Summary Term Sheet.
Regulation M-A Item 1001
The information
set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
Item 2.
Subject Company Information.
Regulation M-A Item 1002
(a) Name and Address. The name of the subject company and the issuer of the securities to which this Schedule TO relates is Pluralsight,
Inc., a Delaware corporation. Pluralsight’s principal executive offices are located at 42 Future Way, Draper, UT, 84020.
(b)
Securities. This Schedule TO relates to the Offer by Purchaser to purchase all of the Shares at a purchase 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 conditions set forth in the Offer. Pluralsight has advised Parent and Purchaser that, as of
February 28, 2021, there were (i) 123,400,601 Class A Shares issued and outstanding, (ii) 10,602,833 Class B Shares issued and outstanding, (iii) 11,480,657 Class C Shares issued and outstanding (iv) 3,400,649 Class A shares
issuable under outstanding stock option grants with an exercise price of less than $14.81 per Share(v) 10,608,337 Class A shares issuable under outstanding restricted stock units, and (vi) 169,940 Class A shares issuable under outstanding
performance stock units.
(c) Trading Market and Price. Information concerning the principal market in which the Shares are traded
and the high and low sales prices for the Shares in the principal market for each quarter during the last two years is set forth in the section of the Offer to Purchase under the caption THE TENDER OFFER—Section 6 (“Price Range of
Shares; Dividends”) and is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
Regulation M-A Item 1003
(a)-(c) Name
and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 8
(“Certain Information Concerning Parent and Purchaser”) and Schedule I attached thereto
Item 4. Terms of the
Transaction.
Regulation M-A Item 1004
(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Regulation M-A Item 1005
(a)
Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM
SHEET
THE TENDER OFFER—Section 8 (“Certain Information Concerning Parent and Purchaser”) and Schedule I attached thereto
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with Pluralsight”)
(b) Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated
herein by reference: