The Public M&A and Technology teams advised the Special Committee of Zuora (NYSE: ZUO) in the company’s definitive agreement to be acquired by Silver Lake and an affiliate of GIC Pte. Ltd. in a transaction valued at $1.7 billion. Upon completion of the transaction, Zuora will become a privately held company, and its common stock will no longer be listed on the New York Stock Exchange.
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 stock price and a 20% premium to enterprise value. The agreement was unanimously approved and recommended by both a Special Committee consisting of independent directors of the Zuora Board and the full Zuora Board.
The transaction is expected to close in the first calendar quarter of 2025, subject to customary closing conditions and approvals, including approval by Zuora stockholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition.
The Goodwin team was led by Josh Zachariah, Mike Patrone, James Ding and Anthony McCusker, and included Taylor Randazzo, Bryan Kultgen, Yifeng Yuan, Lynda Galligan, Alex Denniston, Regina Couto, Chris Steinroeder, Andrew Lacy, Sarah Jordan, Brady Cummins, Anuj Ghai, Charlotte Brunsdon, Jim Barri, Kelsey Lemaster, Kyle Pine, Edward Ames, Deborah Birnbach and Brendan Blake.
For additional details on the agreement, please read the press release and coverage in The Deal, Law360, Bloomberg, Reuters and PE Hub.