Regarding the Pluralsight / Vista Transaction
Compelling, Certain Value for Shareholders
Compiled Investor Presentation Materials
February 2021
Executive Summary
Pluralsight / Vista Transaction Delivers Compelling, Certain Value to Shareholders
Robust Transaction Process with Strong Governance Protections for Shareholders
Eminence's Claims Regarding Value are Unsubstantiated
Challenging Market Context
Conclusion
2
Executive Summary
The Pluralsight / Vista Transaction Delivers Compelling Value to Shareholders
Robust, Independent Process Resulted in Superior Value to Standalone Plan
Offers immediate cash value to Pluralsight shareholders at a significant premium, not subject to execution risk and challenges of standalone plan
9.2x and 8.1x the last 12 months' (LTM) and next 12 months' (NTM) revenue
- Well above median of relevant precedent M&A transactions
- Among highest multiples on Rule of 40 (growth and profit) basis
- Among highest multiples paid for public SaaS company by private equity acquiror
26% and 25% premia to undisturbed price and 30-day VWAP prior to announcement of transaction, respectively
Competes in highly competitive, rapidly evolving and fragmented market
Modest barriers to entry and low switching costs relative to broader enterprise software sector
Emergence of new, highly capitalized competition and free / ad-supported offerings (e.g. leveraging YouTube, GitHub and similar platforms) have accelerated competitive pressure
Competitive pressure has led to lower retention, higher S&M spending and slowing growth
Headwinds have had a persistent impact on our valuation - Have traded at a material (~2x) discount to relevant peers - Stock has traded down after 8 of our last 10 quarterly earnings releases (averaging -6%)
M&A has been and will be required to support growth; company has executed 11 M&A transactions representing aggregate price of ~$425M over past 8 years, which is expected to accelerate in the coming years
Ongoing need for M&A introduces execution risk and risk of dilution to shareholders; access to lower cost debt capital is limited due to FCF profile and overhang of existing convertible debt
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Pluralsight Inc. published this content on 22 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 February 2021 15:28:03 UTC.