{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-170493","form_type":"8-K","ticker":null,"cik":"0001118417","company_name":"MODEL N, INC.","filed_at":"2024-06-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:17.349759+00:00","generated_at":"2026-06-01T00:56:23.636440+00:00","sec_items":["1.01","2.01","3.01","3.03","5.01","5.02","5.03","5.07","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Vista Equity Partners completes $1.25B acquisition of Model N at $30.00/share","bullets":["Model N stockholders approved merger with 25,997,918 votes for, 4,306,792 against at June 25 special meeting.","Each share of common stock converted into $30.00 cash; total equity value approx. $1.25 billion.","Model N's common stock ceased trading and was delisted from NYSE on closing date June 27, 2024.","All prior directors replaced by directors of Merger Sub; convertible notes terms adjusted to cash conversion.","New $735M term loan, $80M revolver, and $150M delayed draw facility entered with OHA Agency LLC."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-170493","json":"https://secwatch.observer/filing/0001193125-24-170493.json","markdown":"https://secwatch.observer/filing/0001193125-24-170493.md","text":"https://secwatch.observer/filing/0001193125-24-170493.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/d796513d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T00:56:23.636440+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"41328940dc","claim":"Jason Blessing departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"88e2c55a7b","claim":"Alan Henricks departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a649a2e0f7","claim":"Manisha Gulati departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a69d2d90d7","claim":"Kimberly DeCarlis departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c408f0ad61","claim":"Dave Yarnold departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c5863b6b1e","claim":"Baljit Dail departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d8e143426f","claim":"Tim Adams departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e005932474","claim":"Scott Reese departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"fc8aefcc98","claim":"Melissa Fisher departed as Director at MODEL N, INC..","evidence_excerpt":"At the Effective Time, pursuant to the Merger Agreement, Tim Adams, Jason Blessing, Baljit Dail, Kimberly DeCarlis, Melissa Fisher, Manisha Gulati, Alan Henricks, Scott Reese and Dave Yarnold, each of whom was a director of Model N as of immediately prior to the Effective Time, ceased to be a director of Model N and a member of any committee of Model N’s Board of Directors, and the directors of Merger Sub immediately prior to the Effective Time became the directors of Model N.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"27a1e9b0f6c374a9ad6e9935e9768f423831597a","claim":"MODEL N, INC. underwent a change of control involving Vista Equity Partners for $30.00 per share of Company Common Stock (closed 2024-06-27).","evidence_excerpt":"Parent and Merger Sub are each affiliates of Vista Equity Partners. with and into Model N (the “Merger”), with Model N continuing as the surviving corporation and a wholly owned subsidiary of Parent.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Vista Equity Partners"},{"label":"Consideration","value":"$30.00 per share of Company Common Stock"},{"label":"Closing","value":"2024-06-27"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}