Why Vista Equity Partners Is Buying Pluralsight (PS) For $3.5 Billion

By Amit Chowdhry ● Dec 15, 2020
  • Technology workforce development company Pluralsight, Inc. (NASDAQ: PS) recently announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners. These are the details about the deal.

Technology workforce development company Pluralsight, Inc. (NASDAQ: PS) recently announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners, which is a leading global investment firm focused on enterprise software, data, and technology-enabled businesses. Under the terms of the agreement, Vista (in partnership with its institutional co-investors including Partners Group) will acquire all outstanding shares of Pluralsight common stock for $20.26 per share in an all-cash transaction valued at approximately $3.5 billion. And the purchase price represents a premium of approximately 25% to the company’s volume-weighted average closing stock price for the 30 trading days prior to today’s announcement.

Pluralsight — which is headquartered in Utah and has over 1,700 employees — provides technology workforce development solutions, including skills intelligence, skills development, and engineering management capabilities. And these solutions help develop talented technologists and technology teams and empower them to drive the next wave of innovation for their organizations. The company’s two products Pluralsight Skills and Pluralsight Flow are used by more than 17,000 customers, including 70% of Fortune 500 companies.

Under the terms of the agreement — which was unanimously approved and recommended by an independent Transaction Committee and then unanimously approved by the Pluralsight Board of Directors — Pluralsight shareholders will receive $20.26 in cash for each share of common stock they own.

And Pluralsight has also entered into a voting agreement with certain of its shareholders under which such shareholders have agreed to vote all of their Pluralsight shares in favor of the transaction, subject to certain terms and conditions contained therein. And the Pluralsight shares subject to the voting agreement represent a majority of the current outstanding voting power of Pluralsight shares. The deal is also subject to approval by a majority of shareholders of Pluralsight that are not party to the company’s Tax Receivable Agreement.

The deal is expected to close in the first half of 2021, subject to customary closing conditions including approval by Pluralsight shareholders and receipt of regulatory approvals. And 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 continue to be headquartered in Silicon Slopes, Utah.

KEY QUOTES:

“We are pleased to have reached this agreement with Vista, which delivers significant immediate cash value to our shareholders, and positions Pluralsight to continue meeting and exceeding the expectations of our customers. This transaction, which is the result of a robust process overseen and directed by an independent Transaction Committee of the Board of Directors, is a testament to the value Pluralsight has created and the reputation our team has built. Enterprises all over the world rely on Pluralsight’s solutions to strengthen technology skills, innovate faster and meet their core objectives. With Vista’s support, we are confident that Pluralsight will be even better positioned to deliver value to our customers. We are confident that this transaction is the best path forward for Pluralsight and our stakeholders.”

— Gary Crittenden, Pluralsight’s lead independent director

“Today’s announcement is an exciting milestone for Pluralsight as we begin the next phase of our evolution. Through this partnership with Vista, we will be able to move faster and be more agile, accelerate our strategic vision and, ultimately, deliver deeper, more powerful solutions that help companies adapt and thrive in the digital age. We are relentlessly focused on helping enterprises improve and optimize their technology workforce and providing the most effective path to skills transformation for their technology teams. The global Vista ecosystem of leading enterprise software companies provides significant resources and institutional knowledge that will open doors and help fuel our growth. We’re thrilled that we will be able to leverage Vista’s expertise to further strengthen our market leading position.”

— Aaron Skonnard, co-founder and CEO of Pluralsight

“We have seen firsthand that the demand for skilled software engineers continues to outstrip supply, and we expect this trend to persist as we move into a hybrid online-offline world across all industries and interactions, with business leaders recognizing that technological innovation is critical to business success. Through its platform, Pluralsight enables these leaders to improve productivity and provide career pathing opportunities across their IT workforces.”

— Monti Saroya, co-head of the Vista Flagship Fund and senior managing director at Vista

“Pluralsight and Vista share the belief that software is key to unlocking opportunity and progress. We are impressed by the outstanding business that Pluralsight has already built and look forward to partnering with the management team to enable the company’s next phase of growth and further their mission to democratize technology skills.”

— Adrian Alonso, managing director at Vista