To the Board of Directors of Pluralsight, Inc.:
Eminence Capital, LP (“Eminence Capital,” “we” or “us”) beneficially owns approximately 6.0 million shares of Class A Common Stock of Pluralsight, Inc. (“Pluralsight” or the “Company”), representing approximately 4.94% of the Company’s outstanding shares.
When the Company first announced on December 13, 2020, that it had entered into a definitive agreement (the “Merger Agreement”) to be acquired (the “Merger”) by Vista Equity Partners (“Vista”) for $20.26 per share of Class A Common Stock (the “Merger Consideration”), we were disappointed by the de minimis premium to Pluralsight’s recent stock price and concerned about the Company’s rushed sales process. We have now had an opportunity to review Pluralsight’s preliminary proxy statement (the “Proxy Statement”) relating to the Merger that was filed with the Securities and Exchange Commission (“SEC”) on January 7, 2021, speak with Company representatives and gather more market intelligence, and our disappointment and concern have evolved into outrage. For the reasons described below and in the Addendum attached to this letter, we are strongly opposed to the current terms of the Merger and intend to vote against it unless the Merger Consideration is increased materially. We encourage other shareholders to oppose the Merger as well.