Zuora Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Changes in Control of Registrant, Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2025

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Zuora, Inc.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (888) 976-9056

Not Applicable

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Introductory Note

 

This Current Report on Form 8-K is being filed in connection with the completion on February 14, 2025, of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 17, 2024, by and among Zuora, Inc., a Delaware corporation (the “Company”), Zodiac Purchaser, L.L.C., a Delaware corporation (“Parent”) and Zodiac Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on February 14, 2025, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with Silver Lake Group, L.L.C. (“Silver Lake”). Silver Lake has entered into the transaction in partnership with an affiliate of GIC Pte. Ltd. (“GIC”).

The description of the Merger Agreement and the transactions contemplated by the Merger Agreement (including, without limitation, the Merger) in this Current Report on Form 8-K (this “Current Report”) does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Concurrently with the closing of the Merger, the Company terminated that certain Loan and Security Agreement, dated as of June 14, 2017 and as amended from time to time, by and between Silicon Valley Bank and the Company in accordance with its terms.

The information set forth in the Introductory Note of this Current Report is incorporated herein by reference.

Immediately prior to the Effective Time (as defined below), Parent and the Company entered into that certain Repurchase Agreement, dated as of February 14, 2025, pursuant to which the Company repurchased from SLA II CM Zodiac Holdings, L.P. $103,066,756.62 aggregate principal amount of the Company’s 3.95% / 5.50% Convertible Senior PIK Toggle Notes due March 31, 2029 (the “Repurchased Notes”) issued pursuant to the Indenture, dated as of March 24, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of September 22, 2023 and as further amended and supplemented from time to time, for an aggregate cash purchase price of $130,000,000. Upon such repurchase, the Repurchased Notes were cancelled.

At the effective time of the Merger (the “Effective Time”), (a) Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent, (b) each issued and outstanding share of Class A common stock of the Company, par value $0.0001 per share (the “Company Class A Common Stock”), and Class B common stock of the Company, par value $0.0001 per share (the “Company Class B Common Stock”, and together with the Company Class A Common Stock, the “Company Common Stock”) as of immediately prior to the Effective Time (other than any shares of Company Common Stock held in the treasury of the Company, any Rollover Shares (as defined below), any shares of Company Common Stock owned by Parent or Merger Sub, or any shares of Company 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 any shares of Company Common Stock owned by Parent or Merger Sub immediately prior to the Effective Time were automatically canceled and ceased to exist and no consideration was delivered in exchange therefor and (d) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was automatically converted into and became one fully paid, nonassessable share of common stock, par value $0.00001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and constitute the only outstanding shares of capital stock of the Surviving Corporation.

Immediately prior to the Effective Time, (a) Tien Tzuo and certain of his affiliates (collectively, the “CEO Parties”) contributed to an indirect parent company of Parent shares of Company Common Stock with an aggregate value (based on the Merger Consideration) equal to approximately $70,000,000 in exchange for equity interests in such indirect parent company of Parent (such shares, the “CEO Rollover Shares”) and (b) certain members of management of the Company (the “Rollover Management”) contributed to an indirect parent company of Parent certain of their shares of Company Common Stock in exchange for equity interests in such indirect parent company of Parent (such shares, the “Management Rollover Shares”, and together with the CEO Rollover Shares, the “Rollover Shares”). As a result of the Merger, the Rollover Shares contributed to such parent company of Parent by the CEO Parties and the Rollover Management were automatically canceled, ceased to exist and no consideration was delivered in exchange thereof.

Immediately prior to the Effective Time, each outstanding option to purchase Company Common Stock that was granted under any Company Stock Plan (as defined by the Merger Agreement) (“Company Stock Option”), whether or not vested and exercisable, that has a per share exercise price that is less than the Merger Consideration was cancelled and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (a) the excess of the Merger Consideration over the per share exercise price of such Company Stock Option, by (b) the number of shares of Company Common Stock issuable upon the exercise of such Company Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding Company Stock Option, whether or not vested and exercisable, that has a per share exercise price that is equal to or greater than the Merger Consideration was cancelled for no consideration.

Immediately prior to the Effective Time, each outstanding award of restricted stock units covering shares Company Common Stock subject to vesting conditions based solely on continued employment or service that was granted under any Company Stock Plan (“Company RSUs”) was cancelled and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (a) the number of shares of Company Common Stock subject to such Company RSUs by (b) the Merger Consideration, with such amount vesting and becoming payable by the Surviving Corporation subject to and in accordance with the vesting schedule and other terms and conditions (including acceleration provisions) applicable to the corresponding Company RSU immediately prior to the Effective Time to which such payment relates.

Immediately prior to the Effective Time, each outstanding award of restricted stock units subject, in whole or in part, to performance-vesting conditions, including performance goals or metrics, that was granted under any Company Stock Plan (“Company PSUs”) (other than Company PSUs that are forfeited in accordance with their terms if the applicable performance condition is not satisfied prior to the Effective Time) were cancelled and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (a) the number of shares of Company Common Stock subject to such Company PSUs immediately prior to the Effective Time, determined in accordance with the applicable award agreement governing such Company PSU by (b) the Merger Consideration, with such amount vesting and becoming payable by the Surviving Corporation subject to and in accordance with any applicable performance conditions, vesting schedule and other terms and conditions (including acceleration provisions) applicable to the corresponding Company PSU immediately prior to the Effective Time to which such payment relates.

Immediately prior to the Effective Time, each Company Warrant (as defined by the Merger Agreement) that was outstanding and unexercised immediately prior to the Effective Time, ceased to represent a warrant exercisable for shares of Company Common Stock and was cancelled. Because the Merger Consideration was less than the exercise price of the Company Warrants, no holder of any Company Warrants is entitled to any payments in respect of the Company Warrants in the Merger.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report is incorporated herein by reference.

The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report is incorporated herein by reference.

Pursuant to the Merger Agreement and in connection with the completion of the Merger, each share of Company Common Stock (except as described in Item 2.01 of this Current Report) was automatically cancelled and converted into the right to receive the Merger Consideration.

Item 5.01

Change in Control of Registrant.

The information set forth in the Introductory Note and under Item 2.01 and Item 3.01 of this Current Report is incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. In connection with the Merger, the aggregate purchase price paid for all outstanding shares of the Company (except as described in Item 2.01 of this Current Report) was approximately $1.7 billion. The funds used to complete the Merger and the transactions contemplated thereby were provided by equity contributions from funds managed by affiliates of Silver Lake and GIC, as well as third-party debt financing.

The information set forth in the Introductory Note of this Current Report is incorporated herein by reference.

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.

Pursuant to the terms of the Merger Agreement, at the Effective Time, 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, which is incorporated herein by reference.

In addition, at the Effective Time, 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, which are incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The information set forth in the Introductory Note of this Current Report is incorporated herein by reference.

The Adjournment Proposal was approved by the Company’s stockholders at the Special Meeting.

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

Item 8.01

Other Events.

On February 14, 2025, the Company issued a press release announcing the completion of the Merger. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

*	All schedules to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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