M&A - ZUORA INC

Form Type: 15-12G

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000114036125005730

Filing Summary: On February 14, 2025, Zuora, Inc. merged with Zodiac Acquisition Sub, Inc., resulting in Zuora, Inc. becoming a wholly owned subsidiary of Zodiac Purchaser, L.L.C. This action was conducted pursuant to the Agreement and Plan of Merger dated October 17, 2024. The filing serves as a certification and notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934, and indicates that Zuora, Inc. has suspended its duty to file reports under Sections 13 and 15(d).

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Form Type: SC 13E3/A

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000114036125005112

Filing Summary: Zuora Inc. filed Amendment No. 3 to its Transaction Statement on Schedule 13E-3, indicating that a merger has taken place in which Zuora, Inc. was merged into Zodiac Acquisition Sub, Inc., with Zuora becoming a wholly owned subsidiary of Zodiac Purchaser, L.L.C. The amendment reports that on February 13, 2025, Zuora's stockholders approved the merger, and on February 14, 2025, the merger became effective. Upon the completion of the merger, each outstanding share of Zuora Common Stock was cancelled and converted into $10.00 in cash. Significant financial decisions included the repurchase and cancellation of convertible senior notes amounting to over $400 million prior to the merger, along with obligations to notify the New York Stock Exchange for delisting Zuora’s shares. The filing includes detailed information about the merger agreement, shareholder approvals, and the financial restructuring associated with the transaction.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125004515

Filing Summary: On February 14, 2025, Zuora, Inc. completed a merger agreement with Zodiac Purchaser, L.L.C. and Zodiac Acquisition Sub, Inc., where Merger Sub merged with and into Zuora, with Zuora surviving as a wholly owned subsidiary of Parent. The merger was orchestrated by private equity firms Silver Lake Group and GIC Pte. Ltd. As part of the transaction, Zuora's common shares were canceled in exchange for $10.00 in cash per share, resulting in a total acquisition cost of approximately $1.7 billion. The merger led to a delisting request for Zuora's shares on the New York Stock Exchange and the suspension of its reporting obligations. Directors of Zuora resigned in conjunction with the change in control, following a special stockholder meeting where the merger proposal was overwhelmingly approved. A significant amount closely held by management and the CEO was rolled over into equity interests in the parent company of Parent. The completion of the merger was announced in a press release issued on the same day.

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Form Type: POSASR

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125004519

Filing Summary: On February 14, 2025, Zuora Inc. filed a Post-Effective Amendment No. 1 to its previously registered Form S-3 Registration Statement. This filing reflects the termination of all offerings of its securities due to a recent merger. Effective February 14, 2025, pursuant to an Agreement and Plan of Merger dated October 17, 2024, Zuora Inc. merged with Zodiac Purchaser, L.L.C. and Zodiac Acquisition Sub, Inc., with Zuora Inc. surviving the merger as a wholly owned subsidiary of Zodiac Purchaser. The filing includes the deregistration of any unsold securities previously registered under the original Registration Statement, which detailed the registration of up to $400 million in notes and 27,479,160 shares of Class A Common Stock. This merger significantly impacts Zuora's corporate structure, now positioning it under new ownership.

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Form Type: S-8 POS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125004539

Filing Summary: Effective on February 14, 2025, Zuora, Inc. completed a merger with Zodiac Purchaser, L.L.C. and Zodiac Acquisition Sub, Inc. as part of a transaction resulting in Zuora becoming a wholly owned subsidiary of Parent. Consequently, Zuora has terminated all offerings and sales of securities under multiple previously filed Registration Statements on Form S-8. This Post-Effective Amendment is being filed to deregister any unsold or unissued securities under these Registration Statements, which include shares from various equity incentive and employee stock purchase plans, totaling millions of shares across different classes of stock dated from 2018 to 2024. The document certifies compliance with filing requirements under the Securities Act of 1933, and is duly authorized by Chief Legal Officer Andrew M. Cohen.

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Form Type: S-8 POS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125004540

Filing Summary: Effective on February 14, 2025, Zuora, Inc. completed a merger with Zodiac Purchaser, L.L.C. and Zodiac Acquisition Sub, Inc., with the result that Zuora, Inc. is now a wholly owned subsidiary of Zodiac Purchaser, L.L.C. This merger led to the termination of all offerings and sales of securities under several registration statements by Zuora, thus necessitating the filing of a Post-Effective Amendment to deregister any unsold or unissued securities. The filed registration statements included a total of multiple stock offerings across different plans including the 2006 Stock Plan, 2015 Equity Incentive Plan, 2018 Equity Incentive Plan, and 2018 Employee Stock Purchase Plan, and the document outlines the specific shares associated with each plan that are being deregistered. The registrant, as part of its compliance process, certifies its eligibility for filing the amendment under the Securities Act of 1933.

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Form Type: S-8 POS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125004541

Filing Summary: Effective February 14, 2025, Zuora, Inc. underwent a merger where Zodiac Acquisition Sub, Inc. merged with and into the Company, resulting in Zuora, Inc. becoming a wholly owned subsidiary of Zodiac Purchaser, L.L.C. Consequently, all offerings and sales of securities under previous Registration Statements on Form S-8 have been terminated. This document serves as a Post-Effective Amendment to deregister unsold or unissued securities under various stock plans including the 2006 Stock Plan, 2015 Equity Incentive Plan, 2018 Equity Incentive Plan, and 2018 Employee Stock Purchase Plan. The amendment terminates the effectiveness of the listed Registration Statements due to the merger. This filing asserts compliance with the necessary requirements for filing an amendment under the Securities Act of 1933, with the registration also terminating offers of previously registered securities that remain unsold.

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Form Type: S-8 POS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125004542

Filing Summary: On February 14, 2025, Zuora, Inc. effectively completed a merger with Zodiac Purchaser, L.L.C., with Zodiac Acquisition Sub, Inc. merging with and into Zuora, Inc. Following this merger, Zuora, Inc. became a wholly owned subsidiary of Zodiac Purchaser. Consequently, all securities offerings under several pre-existing S-8 registration statements were terminated. This included deregistration of a significant number of shares previously reserved for various equity incentive plans including the 2006 Stock Plan, 2015 Equity Incentive Plan, 2018 Equity Incentive Plan, and 2018 Employee Stock Purchase Plan, among others.

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Form Type: S-8 POS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125004543

Filing Summary: On February 14, 2025, Zuora, Inc. merged with Zodiac Purchaser, L.L.C. as part of a planned acquisition, resulting in Zuora becoming a wholly owned subsidiary of Zodiac Purchaser. Consequently, Zuora has terminated all offerings and sales under previous Registration Statements for securities, specifically related to its stock plans established in 2006, 2015, and 2018. This Post-Effective Amendment serves to deregister all unsold or unissued securities under these plans as a result of the merger, effectively ceasing any new issuances of stocks from these plans.

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Form Type: S-8 POS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125004544

Filing Summary: On February 14, 2025, Zuora, Inc. filed a Post-Effective Amendment to deregister all securities related to multiple Form S-8 Registration Statements as a result of the merger with Zodiac Purchaser, L.L.C., effective the same date. The merger involved Zodiac Acquisition Sub, Inc., which merged with Zuora, Inc., making it a wholly owned subsidiary of Zodiac Purchaser. This action terminates offerings under various employee stock plans, including the 2006 Stock Plan, 2015 Equity Incentive Plan, 2018 Equity Incentive Plan, and the 2018 Employee Stock Purchase Plan. The deregistration affects class shares previously offered but unsold or unissued.

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Form Type: S-8 POS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125004545

Filing Summary: On February 14, 2025, Zuora, Inc. filed a Post-Effective Amendment to deregister securities related to several Registration Statements on Form S-8 as a result of a merger with Zodiac Purchaser, L.L.C. and Zodiac Acquisition Sub, Inc. On this date, Merger Sub merged into Zuora, making Zuora a wholly-owned subsidiary of Parent, and concluding all offerings and sales of securities under its 2006 Stock Plan, 2015 Equity Incentive Plan, 2018 Equity Incentive Plan, and 2018 Employee Stock Purchase Plan. The amendment outlines the registrations being terminated and the total shares previously registered but unsold under these plans. The document asserts that the registrant is a large accelerated filer and confirms the filing was necessary in accordance with an undertaking made in previous registration statements. The merger took effect on February 14, 2025, and all the registrations have now been effectively terminated.

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Form Type: DEFA14A

Filing Date: 2025-01-23

Corporate Action: Merger

Type: Update

Accession Number: 000114036125001772

Filing Summary: Zuora, Inc. is moving forward with a proposed merger involving Zodiac Acquisition Sub, Inc., a subsidiary of Zodiac Purchaser, L.L.C., which is controlled by Silver Lake Group, L.L.C. and other investment funds. As part of the merger, Zuora will become a private company, with a finalized agreement dated October 17, 2024. This document serves as an update to employee communications regarding the upcoming special stockholder meeting set for February 13, 2025, where three key proposals will be voted on: the adoption of the merger agreement, the approval of executive compensation in connection with the merger, and any necessary adjournments to solicit additional proxies. Stockholders are expected to receive $10 per share in cash upon the transaction's closing, which is anticipated in the first quarter of 2025. The document addresses various employee concerns, outlines the expected changes in operations post-merger, and reassures that Zuora will maintain its commitment to competitive compensation and employee support. Silver Lake and GIC, the investment partners, are recognized as beneficial for Zuora’s long-term growth and strategic flexibility. Detailed instructions related to the voting process and stockholder engagement are included, emphasizing transparency during this transition.

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Form Type: DEFA14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000119312524287191

Filing Summary: Zuora, Inc. is in the process of a proposed merger where Zodiac Acquisition Sub, Inc., a subsidiary of Zodiac Purchaser, L.L.C., will merge with Zuora, with Zuora being the surviving corporation. The merger is backed by Silver Lake and GIC Pte. Ltd., aiming to maximize shareholder value after extensive strategic reviews and discussions with multiple interested parties. The proposal offers shareholders a cash premium of $10.00 per share, which represents an 18% increase over the pre-announcement stock price, alongside assurance against execution risks amid challenging business conditions. The Zuora Board of Directors recommends a 'FOR' vote for the transaction, highlighting its anticipated approval at a special stockholders meeting set for February 13, 2025. Shareholders are encouraged to review the definitive proxy statement and associated documents for detailed information regarding the merger terms and procedures for voting.

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Form Type: DEFM14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000119312524287171

Filing Summary: Zuora, Inc. has filed a definitive proxy statement for a special meeting of stockholders scheduled for February 13, 2025. The key proposal for consideration is the adoption of an Agreement and Plan of Merger dated October 17, 2024, which involves Zodiac Purchaser, L.L.C. and Zodiac Acquisition Sub, Inc. Merger Sub will merge with Zuora, resulting in Zuora becoming a wholly owned subsidiary of Parent. Each share of Zuora's common stock will be converted to $10.00 per share. This transaction represents an 18% premium over the closing stock price prior to media reports of the potential merger. The document outlines the voting requirements and the special committee formed to evaluate strategic alternatives. The board recommends approval of the merger and compensation plans for executives. Those who do not favor the merger may seek appraisal rights under Delaware law. Additional details on the compensation proposal and the possibility of adjournment of the meeting to solicit more votes are also included.

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Form Type: SC 13E3/A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000119312524287189

Filing Summary: Zuora, Inc. filed this Amendment No. 2 to the Schedule 13E-3 Transaction Statement in connection with a merger agreement dated October 17, 2024, between Zuora and Zodiac Acquisition Sub, Inc., in which Zuora will merge into the Merger Sub, becoming a wholly owned subsidiary of Zodiac Purchaser, L.L.C. As part of this transaction, shareholders of Zuora will receive $10.00 per share for each outstanding share of Class A and B Common Stock (with certain exceptions), and Zuora's shares will be delisted from the NYSE. The agreement includes a voting and rollover agreement with certain stockholders who intend to vote in favor of the merger. Zuora's Board has unanimously recommended the merger as beneficial to the shareholders. The completion of the merger depends on the approval from shareholders, including a majority vote from unaffiliated company stockholders. Steps are being taken for stockholder communication and proxy solicitation.

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Form Type: SC 13E3/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524283271

Filing Summary: Zuora, Inc. has filed this amendment regarding a proposed merger with Zodiac Purchaser, L.L.C., Zodiac Acquisition Sub, Inc., and related entities. The agreement, dated October 17, 2024, details that Zodiac Acquisition Sub will merge with and into Zuora, the latter becoming a wholly owned subsidiary of Zodiac Purchaser. Upon the merger's completion, each share of Zuora's common stock will be converted into $10.00 in cash (subject to exceptions for certain stockholders). The proposal includes plans for delisting Zuora's Class A Common Stock from the NYSE and deregistration under the Exchange Act. The Zuora Board unanimously approved this merger and recommended it to stockholders, highlighting its political and financial advisability. A special committee formed to review strategic alternatives to the company’s independent status found the merger beneficial for stockholders. The conditions for the merger’s completion are detailed, including the necessity for majority stockholder approval. This document also contains information about solicitation for proxies and financial statements related to the merger.

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Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Merger

Type: Update

Accession Number: 000119312524283273

Filing Summary: Zuora, Inc. is responding to comments from the U.S. Securities and Exchange Commission (SEC) regarding their preliminary proxy statement and Schedule 13E-3. This letter addresses specific points raised in the SEC's Comment Letter dated December 18, 2024. Notable updates include the addition of the 70 Thirty Trust and The Next Left Trust as filing persons, clarifications regarding the premium over the 60-day trading price, and detailed explanations about the financing of the merger valued at approximately $850 million. Revisions were made to enhance clarity around fairness determinations by the Zuora Board regarding the merger, addressing various factors dictated by SEC regulations. The letter also discusses the intention of Zuora's directors and executive officers to vote in favor of the merger proposal and clarifies ownership overlaps with CEO rollover stockholders. Additionally, the communication confirms the absence of alternative financing plans and outlines sequential revisions of financial disclosures as per SEC guidelines.

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