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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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ZUORA, INC. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
98983V106 (CUSIP Number) |
Andrew J. Schader, Esq. c/o Silver Lake 55 Hudson Yards, 550 West 34th Street, 40th Floor New York, NY, 10001 212-981-5600 Elizabeth Cooper, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212-455-2000 Louis Argentieri, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212- 455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98983V106 |
| 1 |
Name of reporting person
SLA Zurich Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 98983V106 |
| 1 |
Name of reporting person
SLA Zurich Aggregator, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 98983V106 |
| 1 |
Name of reporting person
SLA Zurich GP, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 98983V106 |
| 1 |
Name of reporting person
SL Alpine II Aggregator GP, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 98983V106 |
| 1 |
Name of reporting person
Silver Lake Alpine Associates II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 98983V106 |
| 1 |
Name of reporting person
SLAA II (GP), L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 98983V106 |
| 1 |
Name of reporting person
Silver Lake Group, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
ZUORA, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
101 Redwood Shores Parkway, Redwood City,
CALIFORNIA
, 94605. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is being filed by SLA Zurich Holdings, L.P. ("SLA Zurich Holdings"), SLA Zurich Aggregator, L.P. ("SLA Zurich Aggregator"), SLA Zurich GP, L.L.C. ("SLA Zurich GP"), SL Alpine II Aggregator GP, L.L.C. ("SLA Aggregator"), Silver Lake Alpine Associates II, L.P. ("SLAA"), SLAA II (GP), L.L.C. ("SLAA GP") and Silver Lake Group, L.L.C. ("SLG" and, together with SLA Zurich Holdings, SLA Zurich Aggregator, SLA Zurich GP, SLA Aggregator, SLAA and SLAA GP, "Silver Lake") and amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on March 28, 2022, as amended by Amendment No. 1 to Schedule 13D filed on September 25, 2023 and Amendment No. 2 filed with the SEC on October 17, 2024, (as amended, the "Schedule 13D"), related to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Zuora, Inc., a Delaware corporation (the "Issuer"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in the amended and restated Annex A attached hereto as Exhibit 99.2 is incorporated herein by reference in this amended Item 2.
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On February 14, 2025 (the "Closing Date"), pursuant to the Agreement and Plan of Merger dated as of October 17, 2024 (the "Merger Agreement") by and among the Issuer, Zodiac Purchaser, L.L.C., a Delaware limited liability company ("Parent"), and Zodiac Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), among other things, (a) Merger Sub merged with and into the Issuer (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, collectively the "Transactions"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"), (b) each issued and outstanding share of Class A Common Stock and Class B common stock of the Issuer, par value $0.0001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") as of immediately prior to the effective time of the Merger (the "Effective Time"), except for the shares described in clause (c), were converted into the right to receive $10.00 in cash without interest (the "Merger Consideration"), (c) each share of Common Stock held in the treasury of the Issuer, each Rollover Share (as defined in the Merger Agreement) and any shares of Common Stock owned by Parent or Merger Sub immediately prior to the Effective Time were automatically canceled 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 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 will constitute the only outstanding shares of capital stock of the Surviving Corporation.
Immediately prior to the closing of the Merger, SLA Zurich Holdings contributed all of the Issuer's 3.95%/5.50% Convertible Senior PIK Toggle Notes due 2029 (the "Notes") held by it to SLA II CM Zodiac Holdings, L.P. ("SLA II CM"), an affiliate of Silver Lake. SLA II CM then entered into that certain Repurchase Agreement, dated as of February 14, 2025, pursuant to which the Issuer repurchased from SLA II CM $103,066,757 aggregate principal amount of the Notes (the "Repurchased Notes"). Upon such repurchase, the Repurchased Notes were cancelled. In addition, immediately prior to the closing of the Merger, SLA II CM contributed $296,933,243 aggregate principal amount of the Notes (the "Contributed Notes") to an indirect parent company of Parent and after the closing of the Merger, the Contributed Notes will be contributed further down to the Issuer to be cancelled. The Repurchased Notes and the Contributed Notes together represent all of the Notes held by Silver Lake immediately prior to the Merger.
The Issuer is party to (i) the Warrant to Purchase Shares of Common Stock of the Issuer at an exercise price per share of $20.00, dated as of March 24, 2022, by and between the Issuer and SLA Zurich Aggregator, (ii) the Warrant to Purchase Shares of Common Stock of the Issuer at an exercise price per share of $22.00, dated as of March 24, 2022, by and between the Issuer and SLA Zurich Aggregator and (iii) the Warrant to Purchase Shares of Common Stock of the Issuer at an exercise price per share of $24.00, dated as of March 24, 2022, by and between the Issuer and SLA Zurich Aggregator each as amended from time to time (collectively, the "Warrant Agreements"), pursuant to which the Issuer issued to SLA Zurich Aggregator certain warrants to purchase up to 7.5 million shares of Class A Common Stock (the "Warrants").
In connection with the closing of the Merger, immediately prior to the Effective Time, each Warrant that is outstanding and unexercised immediately prior to the Effective Time ceased to represent a warrant exercisable for shares of Common Stock and the holder thereof has the right to receive the same amount of cash as it would have been entitled to receive pursuant to the terms of the applicable Warrant Agreement if such holder had, immediately after the Effective Time, exercised such Warrant for cash. Because the Merger Consideration is less than the exercise price of the Warrants, no payments will be made in respect of the Warrants to the holders thereof in the Merger, and the Warrants will be canceled.
In connection with the closing of the Merger, Mr. Joseph Osnoss disposed of 33,568 shares of Common Stock and 27,904 restricted stock units, in each case, which had previously been awarded to Mr. Osnoss as director compensation, for the Merger Consideration and pursuant to the Merger Agreement, respectively. These securities were previously held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5 (a) - (c) and (e) of the Schedule 13D are hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(b) On the Closing Date following the Transactions and as of the date hereof, each of the Reporting Persons and the persons named on Annex A did not beneficially own any shares of Class A Common Stock.
(c) Except as set forth in Item 4 to this Schedule 13D, none of the Reporting Persons have effected any transaction in the Issuer's Class A Common Stock during the past 60 days.
(e) Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
As of the Closing Date, following the Transactions, the Reporting Persons ceased to beneficially own more than five percent of the Issuer's outstanding shares of Class A Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information disclosed under Item 4 above is incorporated herein by reference.
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| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows
Exhibit No. Description
99.1 Signature Pages*
99.2 Annex A Managing Members of Silver Lake Group, L.L.C.*
* filed herewith | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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