---
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"
generated_at: "2026-06-01T00:56:23.636440+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Vista Equity Partners completes $1.25B acquisition of Model N at $30.00/share

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-24-170493
- form_type: 8-K
- cik: 0001118417
- company_name: MODEL N, INC.
- filed_at: 2024-06-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-170493
- JSON: https://secwatch.observer/filing/0001193125-24-170493.json
- Plain text: https://secwatch.observer/filing/0001193125-24-170493.txt

## Key facts
- Executive change
  Jason Blessing departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- Executive change
  Alan Henricks departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- Executive change
  Manisha Gulati departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- Executive change
  Kimberly DeCarlis departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- Executive change
  Dave Yarnold departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- Executive change
  Baljit Dail departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- Executive change
  Tim Adams departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- Executive change
  Scott Reese departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- Executive change
  Melissa Fisher departed as Director at MODEL N, INC..
  - Action: ceased to be a director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: Vista Equity Partners
  - Consideration: $30.00 per share of Company Common Stock
  - Closing: 2024-06-27
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1118417/000119312524170493/0001193125-24-170493-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.