| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ZUO | 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 | Mar 24, 2022 | Class A Common Stock | 12.5M | $20.00 | Held through SLA Zurich Holdings, L.P. | F1, F3, F4, F5, F6, F7 | ||||||
| holding | ZUO | Warrants | Mar 24, 2022 | Class A Common Stock | 2.5M | $20.00 | Held through SLA Zurich Aggregator, L.P. | F2, F3, F4, F8 | ||||||
| holding | ZUO | Warrants | Mar 24, 2022 | Class A Common Stock | 2.5M | $22.00 | Held through SLA Zurich Aggregator, L.P. | F2, F3, F4, F8 | ||||||
| holding | ZUO | Warrants | Mar 24, 2022 | Class A Common Stock | 2.5M | $24.00 | Held through SLA Zurich Aggregator, L.P. | F2, F3, F4, F8 |
| Id | Content |
|---|---|
| F1 | SLA Zurich Holdings, L.P. ("SLA Zurich Holdings") holds $250,000,000 principal amount of 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 (the "Convertible Notes") of Zuora, Inc. (the "Issuer"). SLA Zurich GP, L.L.C. ("SLA Zurich GP") is the general partner of SLA Zurich Holdings. |
| F2 | SLA Zurich Aggregator, L.P. ("SLA Zurich Aggregator") holds warrants ("Warrants") to purchase shares of Class A common stock of the Issuer ("Class A Common Stock"). |
| F3 | SL Alpine II Aggregator GP, L.L.C. ("SLA Aggregator") is the sole member of SLA Zurich GP and the general partner of SLA Zurich Aggregator. Silver Lake Alpine Associates II, L.P. ("SLAA") is the managing member of SLA Aggregator. SLAA II (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Joseph Osnoss serves as a member of the board of directors of Zuora, Inc. (the "Issuer") and is a Managing Partner of SLG. Each of SLA Zurich Holdings, SLA Zurich Aggregator, SLA Zurich GP, SLA Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. |
| F4 | On March 2, 2022, affiliates of the Reporting Persons entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which, by joinder thereto, on March 24, 2022, SLA Zurich Holdings purchased $250,000,000 principal amount of the Issuer's Convertible Notes issued under an indenture governing the Convertible Notes and SLA Zurich Aggregator was issued the Warrants. In accordance with the Investment Agreement, SLA Zurich Holdings is restricted from converting the Convertible Notes and SLA Zurich Aggregator is restricted from exercising the Warrants prior to the earlier of (i) 18 months from the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions. |
| F5 | The Convertible Notes mature on March 31, 2029, subject to earlier repurchase or conversion in accordance with their terms. |
| F6 | This number represents the number of shares of Class A Common Stock, $0.0001 par value per share (the "Common Stock") issuable upon conversion of the Convertible Notes at the initial conversion rate of 50.000 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of March 24, 2022, by and between the Issuer and U.S. Bank National Association, as trustee. |
| F7 | The conversion rate of 50.000 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $20.00 per share of Common Stock. |
| F8 | The Warrants are exercisable at any time, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Issuer on the Common Stock. If a Make-Whole Fundamental Change (as defined in the Warrants) occurs then the number of shares issuable upon exercise of the Warrants may be increased, and the exercise price for the Warrants adjusted, in accordance with the Warrants. |
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.