Zuora Enters into Definitive Agreement to be Acquired by Silver Lake and GIC For $1.7 Billion

Zuora, Inc., a leading monetization suite for modern business, announced that it has entered into a definitive agreement to be acquired by Silver Lake, the global leader in technology investing, in partnership with an affiliate of GIC Pte. Ltd. (“GIC”), in a transaction valued at $1.7 billion. Upon completion of the transaction, Zuora will become a privately held company.

“This investment underscores our confidence in Zuora as the clear leader of monetization solutions for modern recurring revenue businesses”

Under the terms of the agreement, Silver Lake and GIC will acquire all outstanding shares of Zuora common stock for $10.00 per share in cash. The purchase price represents an 18% premium to the Company’s unaffected closing stock price¹ and a 20% enterprise value² premium. The agreement was unanimously approved and recommended to the Zuora Board of Directors by a Special Committee consisting of independent directors of the Board, Jason Pressman, John D. Harkey, Jr., Laura Clayton McDonnell and Tim Haley. Following the Special Committee’s recommendation, the agreement has been unanimously approved and recommended for approval by stockholders by the Zuora Board.

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“Since our founding, Zuora has evangelized the shift to the Subscription Economy and evolution to complex revenue models, providing technology necessary to monetize products and services,” said Tien Tzuo, Zuora’s Founder, CEO and Chairman of the Board. “As a private company, with the support and expertise of Silver Lake and GIC, our monetization suite will continue to lead in the marketplace. We look forward to entering this next phase of growth alongside Silver Lake, GIC and our team of ZEOs.”

“Our agreement with Silver Lake and GIC represents the culmination of a comprehensive process to determine the best path to maximizing value for Zuora stockholders,” said Jason Pressman, Chair of the Special Committee and Lead Independent Director of Zuora’s Board of Directors. “Our review of potential strategic alternatives for the Company was led by a Special Committee composed of independent directors and advised by independent legal and financial advisors. We are pleased to have reached an agreement that will deliver significant, immediate and certain value to Zuora’s stockholders.”

“After recently joining the Zuora Board of Directors, I was pleased to have the opportunity to serve on the Special Committee,” said Mr. Harkey, an independent director of Zuora’s Board of Directors and member of the Special Committee. “The Special Committee and its advisors contacted over 30 parties including both financial sponsors and strategic buyers and conducted detailed due diligence with more than 10 parties. The Silver Lake and GIC proposal represents the only, final, fully-financed proposal received by Zuora, which was reviewed by the Special Committee, evaluated against Zuora’s standalone prospects, future outlook and growth plans, and other strategic and financial alternatives. We recommended this proposal because we believe it offers the best, risk-adjusted value for Zuora’s stockholders.”

“This investment underscores our confidence in Zuora as the clear leader of monetization solutions for modern recurring revenue businesses,” said Joe Osnoss, Managing Partner at Silver Lake and Mike Widmann, Managing Director at Silver Lake. “Building upon our long-term partnership with GIC, we look forward to collectively supporting management as they continue to deliver solutions that enable their more than 1,000 customers to unlock and grow customer-centric business models.”

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“Zuora’s best-in-class software powers the revenue engines for many of the largest and most exciting companies today,” said Choo Yong Cheen, Chief Investment Officer of Private Equity at GIC and Eric Wilmes, Head of Private Equity, Americas at GIC. “With rapid growth in the Subscription Economy, company requirements are becoming increasingly complex. Having established the category, Zuora’s products and experience position it for continued market leadership. We are thrilled to work alongside Zuora’s impressive management team and our partner, Silver Lake, to support the business in its next phase of growth.”

Transaction Details

The transaction is expected to close in the first calendar quarter of 2025, subject to customary closing conditions and approvals, including the receipt of required regulatory approvals; approval by a majority of the voting power of the outstanding capital of Zuora held by unaffiliated holders; and approval of a majority of the Company’s Class A common stock and a majority of the Company’s Class B common stock, each voting as separate classes. The transaction is not subject to a financing condition.

Tien Tzuo, Zuora’s Founder, CEO and Chairman of the Board, will roll over a majority of his existing ownership. As a continuing investor in Zuora, Mr. Tzuo will remain focused on ensuring that Zuora is best positioned for long-term success.

Upon completion of the transaction, Zuora’s common stock will no longer be listed on any public stock exchange. Mr. Tzuo will continue to lead the Company, which will maintain its headquarters in Redwood City.

Further information regarding terms and conditions contained in the definitive transaction agreements will be made available in Zuora’s Current Report on Form 8-K, which will be filed in connection with this transaction.

Advisors

Qatalyst Partners is serving as exclusive financial advisor to the Special Committee and provided a fairness opinion. Foros is serving as financial advisor to the Company. Goodwin Procter LLP is serving as legal counsel to the Special Committee and Freshfields US LLP is serving as legal counsel to the Company. Simpson Thacher & Bartlett LLP is serving as legal counsel to Silver Lake. Dechert LLP is serving as legal counsel to GIC. Sullivan & Cromwell LLP is serving as legal counsel to Mr. Tzuo.