PLURALSIGHT, INC. Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Merger Agreement
On
The Amended and Restated Merger Agreement provides that, upon the terms and
subject to the conditions thereof, as promptly as practicable (but in no event
more than three business days following the date of the Amended and Restated
Merger Agreement), Merger Sub I will commence a tender offer (the "Offer") to
purchase (i) all of the outstanding shares of the Company's Class A Common
Stock, par value
The Amended and Restated Merger Agreement further provides that, as promptly as
practicable following the completion of the Offer, upon the terms and subject to
the conditions of the Amended and Restated Merger Agreement, Merger Sub I will
be merged with and into the Company (the "Company Merger"), with
At the effective times of the Mergers:
(i) each share of Company Common Stock outstanding as of immediately prior to
the effective time of the Company Merger (except as otherwise provided in
the Amended and Restated Merger Agreement) will be cancelled and
automatically converted into the right to receive cash in an amount equal
to the Class A Offer Price , without interest; and
(ii) each Holdings Unit outstanding as of immediately prior to the effective
time of the Holdings Merger (except as otherwise provided in the Amended
and Restated Merger Agreement) will be cancelled and automatically
converted into the right to receive cash in an amount equal to the
Class A Offer Price , without interest.
In addition, at the effective times of the Mergers, each Class
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The Amended and Restated Merger Agreement also provides that, at the effective times of the Company Merger or Holdings Merger, as applicable:
(i) each Vested Company Option, Vested Company RSU, Vested Company PSU,
Vested Holdings Incentive Unit and Vested Holdings RSU (the "Vested
Awards") will be cancelled and automatically converted into the right to
receive an amount in cash equal to the product of (1) the aggregate
number of shares of Company Common Stock or Holdings Units subject to
such Vested Award, multiplied by (2) $22.50 (or, for each Vested Company
Option, the excess, if any, of such amount over such Vested Company
Option's per share exercise price), without interest thereon, subject to
any required withholding of taxes; and
(ii) each Unvested Company Option, Unvested Company RSU, Unvested Company PSU,
Unvested Holdings Incentive Unit and Unvested Holdings RSU (the "Unvested
Awards") will be cancelled and replaced with a right to receive an amount
in cash, without interest, equal to the product of (1) the aggregate
number of shares of Company Common Stock or Holdings Units subject to
such Unvested Award (or, for each Unvested Company PSU, the total number
of shares of Company Common Stock that would be issued to the holder of
such Unvested Company PSU pursuant to the terms of the applicable
Unvested Company PSU agreement based on actual performance of the
performance objectives if the applicable performance period has been
. . .
Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting (the "Special Meeting") of the stockholders of
The vote with respect to the adjournment proposal is as follows.
For Against Abstain
To approve the
adjournment of the
Special Meeting
from time to time,
if necessary, to
solicit additional
proxies if there
are insufficient
votes at the time
of the special
meeting to approve
the proposal to
adopt the Original
Agreement 164,864,191 52,235,763 971,916
Based on the votes set forth above,
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
March 7, 2021 , by and among Lake Holdings, LP , Lake Guarantor,
LLC , Lake Merger Sub I, Inc. , Lake Merger Sub II, LLC ,
Pluralsight, Inc. and Pluralsight Holdings, LLC .
10.1 Form of Tender and Support Agreement, dated as of March 7,
2021 , by and among Pluralsight, Inc. , Lake Holdings, LP , Lake
Guarantor, LLC and the other parties thereto.
10.2 Form of Tender and Support Agreement, dated as of March 7,
2021 , by and among Pluralsight, Inc. , Lake Holdings, LP , Lake
Guarantor, LLC and the other parties thereto.
10.3 Form of Amendment to Fourth Amended and Restated Limited
Liability Company Agreement, dated as of March 7, 2021 , by and
among Pluralsight, Inc. , Pluralsight Holdings, LLC and the other
parties thereto.
99.1 Press Release, dated as of March 8, 2021 .
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