Vista Equity Partners Fund VII, L.P., a fund manage by Vista Equity Partners LLC, Partners Group Holding AG (SWX:PGHN) and other institutional investors entered into an agreement to acquire Pluralsight, Inc. (NasdaqGS:PS) from Insight Partners, Sorenson Capital, Akaris Global Partners, LP, Eminence Capital, LP and others for $3.7 billion on December 11, 2020. Under the terms of the agreement, Vista, in partnership with its institutional co-investors including Partners Group, will acquire all outstanding shares of Pluralsight for $20.26 per share. As of March 7, 2021, Pluralsight and Vista Equity Partners Amend Definitive Agreement to Increase Offer Price to $22.5 Per Share in Cash. Under the terms of the revised agreement, Vista will commence a tender offer on or before March 10, 2021. Upon completion of the transaction, Pluralsight will become a privately held company and shares of Pluralsight common stock will no longer be listed on any public market. Pluralsight will be required to pay a termination fee of $104.6 and buyer will be required to pay $209.2 million if the merger agreement is terminated under certain circumstances. The transaction will be funded by an equity commitment of up to $3.06 billion. Pluralsight will continue to be headquartered in Silicon Slopes, Utah. The transaction is subject to customary closing conditions, including approval by Pluralsight shareholders, expiration or termination of any waiting periods applicable to the consummation of the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of regulatory approvals. The transaction has been unanimously approved and recommended by an independent transaction committee and Board of Directors of Pluralsight. Pluralsight has also entered into a voting agreement with certain of its shareholders, under which such shareholders have agreed to vote all their Pluralsight shares in favor of the transaction. As of December 28, 2020, Akaris Global believes that the proposed transaction significantly undervalues the company. In a letter, Akaris Global has informed Pluralsight that it intends to vote against the proposed deal in its current form. As of January 29, 2021, the special meeting will be held on March 2, 2021. As of March 2, 2021, the shareholders meeting is postponed to March 9, 2021. The requisite approval and clearance under the competition laws of Germany and Austria were obtained on January 14, 2021 and January 20, 2021, respectively. The requisite clearance under the foreign investment laws of New Zealand was obtained on January 20, 2021. The waiting period under the HSR Act expired on January 21, 2021. As of February 5, 2021, Eminence Capital intends to vote against the merger. As of February 17, 2021, Institutional Shareholder Services Inc. recommended that Pluralsight shareholders VOTE AGAINST the proposed transaction with Vista Equity Partners at the Company's Special Meeting scheduled for March 2, 2021. As of February 22, 2021, Glass, Lewis & Co., LLC recommended that Pluralsight shareholders VOTE AGAINST the proposed transaction with Vista Equity Partners at the Company's Special Meeting scheduled for March 2, 2021. As of March 9, 2021, Eminence Capital, LP stated that it does not intend to tender its shares into the tender offer announced in connection with Pluralsight's revised agreement to merge with Vista Equity Partners for $22.50 per share announced March 8, 2021. The transaction is expected to close in the first half of 2021 As of March 8, 2021, transaction is expected to close in the second quarter of 2021. Qatalyst Partners LP acted as financial advisor; and Rezwan Pavri, Martin Korman, Adam Bloom, Richard Blake, Jonathan Zhu, Derek Wallace, David Thomas, Brandon Gantus, Jeffrey Lehtman, Anne Seymour, Scott Sher, Todd Hahn, James McCann, Martin Sul, Adam Shevell, Ben Hawkins, Matt Staples, Ryan Greecher, Adrian Broderick, Jason Storck, Erik Franks and Douglas K. Schnell of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors to Pluralsight. Morgan Stanley & Co. LLC acted as financial advisor; and James Beach, Jean Lee, Sonali Jindal, Douglas Tedeschi, David Kung, Heidi Yuen, Mike Krasnovsky, Robert Goedert, Daniel E. Wolf, Stuart E. Casillas, Nathan J. Davis and David M. Klein of Kirkland & Ellis LLP acted as legal advisors to Vista Equity. Spencer Klein of Morrison & Foerster acted as legal advisor to Qatalyst Partners LP. Innisfree M&A Inc. acted as proxy solicitor to Pluralsight. American Stock Transfer & Trust Company, LLC acted as transfer agent to Pluralsight. The expense of soliciting proxies of $25,000 will be borne by Pluralsight. Qatalyst Partners LP acted as fairness provider to Pluralsight. Under the terms of its engagement, Qatalyst provided Pluralsight with financial advisory services, including in connection with the mergers, for which it will be paid approximately $45 million, $5 million of which was payable upon the delivery of its opinion and has been paid, and the remaining portion of which will be paid upon, and subject to, the consummation of the mergers. MacKenzie Partners, Inc. acted as information agent to Vista. O'Melveny & Myers LLP acted as legal advisor to Vista Equity Partners Management, LLC.

Vista Equity Partners Fund VII, L.P., a fund manage by Vista Equity Partners LLC completed the acquisition of Pluralsight, Inc. (NasdaqGS:PS) from Insight Partners, Sorenson Capital, Akaris Global Partners, LP, Eminence Capital, LP and others on April 6, 2021. With the completion of the acquisition, Pluralsight's stock ceased trading and the company is no longer listed on any public market.