PLURALSIGHT, INC. Item 1.01 Entry into a Material Definitive Agreement.
Pursuant to the terms of the Amended and Restated Merger Agreement, at the
effective time of the Holdings Merger, the limited liability company agreement
of Merger Sub, as in effect immediately prior to the effective time of the
Holdings Merger, became the limited liability company agreement of the
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Item 2.01. Completion of Acquisition or Disposition of Assets.
The Offer and any withdrawal rights expired as of one minute after
The tendered Shares represented approximately 75.2 percent of the aggregate
voting power of all issued and outstanding Shares as of the Expiration Date and
71.2 percent of all issued and outstanding Class A Shares and Class
Because all conditions to the Offer were satisfied as of the Consummation Date,
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withdrawn pursuant to the Offer, and, in accordance with the terms of the Offer,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
Following consummation of the Offer, the remaining conditions to the Mergers
were satisfied and, on
In addition, at the Effective Time, the Company RSUs that were unexpired, unexercised, and outstanding as of immediately prior to the Effective Time were treated as follows: (i) each Vested Company RSU was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of Class A Shares subject to the Vested Company RSU, multiplied by (B) the Per Share Price, subject to any required withholding of Taxes (the "Vested RSU Consideration"), and (ii) each Company RSU that was . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the Offer and the Mergers, a change in control of the Company occurred. Following the consummation of the Pluralsight Merger, the Company became a wholly owned subsidiary of Parent I.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On the date of the Pluralsight Merger, following the completion of the Mergers,
the following persons became the only directors of the
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Amended and Restated Merger Agreement, at the
Effective Time, the certificate of incorporation and bylaws of the
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Amended and Restated Agreement and Plan of Merger, datedMarch 7, 2021 , by and among the Pluralsight Parties and the Buyer Parties (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with theSEC onMarch 8, 2021 ) 3.1 Third Amended and Restated Certificate of Incorporation ofPluralsight 3.2 Second Amended and Restated Bylaws ofPluralsight 10.1 Fifth Amended and Restated Limited Liability Company Agreement ofPluralsight Holdings 99.1 Press release, datedApril 6, 2021 (incorporated by reference to Exhibit (a)(5)(D) to the Schedule 14D-9/A filed by the Company with theSEC onApril 6, 2021 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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