--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-25-004515" form_type: "8-K" ticker: null cik: "0001423774" company_name: "ZUORA INC" filed_at: "2025-02-14T23:59:59+00:00" generated_at: "2026-05-26T19:41:26.175300+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Silver Lake and GIC complete acquisition of Zuora for $10/share; total equity value ~$1.7B ## Summary - 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. ## SEC filing metadata - accession: 0001140361-25-004515 - form_type: 8-K - cik: 0001423774 - company_name: ZUORA INC - filed_at: 2025-02-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/ef20043658_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-25-004515 - JSON: https://secwatch.observer/filing/0001140361-25-004515.json - Plain text: https://secwatch.observer/filing/0001140361-25-004515.txt ## Key facts - Executive change Tim Haley resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change Amy Guggenheim Shenkan resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change Jason Pressman resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change Tien Tzuo resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change Omar Abbosh resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change Sarah Bond resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change Ken Goldman resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change John D. Harkey Jr. resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change Joe Osnoss resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Executive change Laura Clayton McDonnell resigned as Director at ZUORA INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Governance Changes ZUORA INC: Certificate of incorporation amended and restated in connection with the Merger. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - Governance Changes ZUORA INC: Bylaws amended and restated in connection with the Merger. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1423774/000114036125004515/0001140361-25-004515-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.