8-K
filed February 14, 2025, 6:59 PM ET
CIK 0001423774
M&A
confidence high
sentiment neutral
materiality 1.00
ZUORA INC: M&A transaction — Silver Lake and GIC complete acquisition of Zuora for $10/share; total equity value ~$1.7B
ZUORA INC
- Acquisition closed Feb 14, 2025; Zuora stockholders approved on Feb 13, 2025 with 171M votes for.
- Each share of common stock converted into $10.00 cash, total equity value approximately $1.7 billion.
- CEO Tien Tzuo rolled over ~$70M of shares; all directors resigned at closing.
- Zuora repurchased $103M principal of 3.95%/5.50% convertible notes for $130M cash prior to merger.
- Zuora's Class A stock will be delisted from NYSE; company will cease reporting under Exchange Act.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tim Haley resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Amy Guggenheim Shenkan resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Pressman resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tien Tzuo resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Omar Abbosh resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sarah Bond resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ken Goldman resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John D. Harkey Jr. resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joe Osnoss resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laura Clayton McDonnell resigned as Director at ZUORA INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Tien Tzuo, Jason Pressman, Omar Abbosh, Sarah Bond, Laura Clayton McDonnell, Ken Goldman, Amy Guggenheim Shenkan, Tim Haley, John D. Harkey Jr. and Joe Osnoss) resigned as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ZUORA INC: Certificate of incorporation amended and restated in connection with the Merger.
- Change
- charter amendment
Exact text from the filing
the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ZUORA INC: Bylaws amended and restated in connection with the Merger.
- Change
- bylaw amendment
Exact text from the filing
the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ZUORA INC underwent a change of control involving Silver Lake Group, L.L.C. and GIC Pte. Ltd. for $10.00 per share in cash (closed 2025-02-14).
- Action
- change of control
- Counterparty
- Silver Lake Group, L.L.C. and GIC Pte. Ltd.
- Consideration
- $10.00 per share in cash
- Closing
- 2025-02-14
Exact text from the filing
Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law) was automatically cancelled and converted into the right to receive $10.00 in cash without interest (the “ Merger Consideration ”), (c) each share of Company Common Stock held in the treasury of the Company, each Rollover Share (as defined below) and
View on SEC.gov
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