SecProbe.io

December 18, 2024
Steven Li
Partner, Freshfields US LLP
Zuora, Inc.
855 Main Street
Redwood City, CA 94063
Re:Zuora, Inc.
Schedule 13E-3 filed November 25, 2024
File No. 005-90462
Preliminary Proxy Statement filed November 25, 2024
File No. 001-38451
Dear Steven Li:
            We have reviewed your filing s and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13E-3 filed November 25, 2024
Introduction, page 1
1.Please explain why 70 Thirty Trust and The Next Left Trust, the CEO Rollover
Stockholders other than Mr. Tzuo, are not filing persons.
Item 16. Exhibits, page 17
2.We note that Exhibits 16(c)(iii) and 16(c)(iv) are not marked in the exhibit index as
containing redactions and subject to a separately filed confidential treatment request,
but the exhibits themselves indicate that certain material is redacted (e.g., page 21 of
Exhibit 16(c)(iii)). Please revise to accurately reflect which exhibits contain
redactions and are subject to the confidential treatment request.
We note that the registrant has requested confidential treatment for certain exhibits.
We will review and provide comments on the request separately. All comments 3.

December 18, 2024
Page 2
concerning the confidential treatment request must be resolved prior to mailing the
proxy statement.
Preliminary Proxy Statement filed November 25, 2024
General
4.We note multiple references in the proxy statement to "a premium of approximately
15% over the 60-day volume weighted average trading price of $8.73." Please clarify
whether this 60-day period refers to the 60 days ending April 16, 2024, or some other
60-day period, e.g., the 60-day period ending October 17, 2024.
Financing of the Merger, page 12
5.Please revise the structuring on pages 12-13 so that the reader is able to connect more
easily the figures disclosed in the initial bullet point list on page 12 with the disclosure
that follows. For example, it appears that the $467 million figure presented on page 12
consists of the $57 million piece of Silver Lake's financing with the $410 million
financing provided by GIC. Please do the same on pages 104-106. Finally, please
explain why the headline figure for the Debt Financing is presented as $850 million
when it appears that aggregate debt financing actually amounts to $950 million.
Recommendation of the Zuora Board, page 67
6.We note that the defined term "Unaffiliated Company Stockholders" excludes only
Zuora Board members who are designated by Silver Lake or not members of the
Special Committee. Therefore, the members of the Special Committee, each of whom
appears to hold Zuora Common Stock, are Unaffiliated Company Stockholders as
such term is currently defined. Given that the Zuora Board's fairness determination in
the second paragraph of this section refers to the defined term Unaffiliated Company
Stockholders, please explain how this determination complies with the requirements
under Item 1014 of Regulation M-A and Item 8 of Schedule 13E-3.
7.We note the Zuora Board's determination that the Merger is fair to Unaffiliated
Company Stockholders and that the board did not determine whether the rollover is
fair to the CEO Rollover Stockholders. Please clarify whether the Zuora Board
assessed the fairness of the transaction as a whole, including the Merger and rollover,
to Unaffiliated Company Stockholders. See Rule 13e-3(a) of the Exchange Act.
8.Please expand this section so that the disclosure addresses each of the factors set out
in Instruction 2 to Item 1014 of Regulation M-A. See paragraph (b) of Item 1014
of Regulation M-A and Questions 20 and 21 of Exchange Act Release No. 34-17719
(April 13, 1981).
Recommendation of the Special Committee, page 59
9.The "In addition" introduction at the very top of page 60 suggests that certain text
preceding such paragraph may have been accidentally omitted. Please revise, or
advise.
Opinion of Qatalyst Partners LP, page 68
We note that Qatalyst determined the fairness of the Per Share Price to holders 10.

December 18, 2024
Page 3
of Zuora Common Stock other than Parent or Parents' affiliates, but the Special
Committee and Zuora Board determinations of fairness relate only to Unaffiliated
Company Stockholders. Please describe any consideration given to the fact that the
Qatalyst opinion addresses fairness with respect to a different group of stockholders
from the Special Committee and Zuora Board fairness determinations. If there was
none, please explain why you believe such consideration was not necessary.
11.Please consider revising paragraph (b) on page 71 for clarity, including by deleting
what appears to be extra language beginning with "based on factors . . ." and ending at
an extraneous closed parenthesis.
Position of the Silver Lake Filing Parties and the Parent Entities as to the Fairness of the
Merger, page 77
12.Please revise the sentence in this section which states that "[u]nder a possible
interpretation of the SEC rules governing 'going private' transactions, each Silver
Lake Filing Party and Parent Entity may be deemed to be an affiliate of Zuora . . . ."
Similar disclosure appears on page 82 with respect to the CEO Rollover Stockholders
and elsewhere throughout the proxy statement. Given the filing persons' determination
to file a Schedule 13E-3, it is inappropriate to disclaim the underlying conclusions
reached by each such filing person in making the filing.
Intent of Zuora's Directors and Executive Officers to Vote in Favor of the Merger, page 99
13.You state that Zuora's directors and officers, who beneficially own stock representing
approximately 39% of the voting power of shares of Zuora Common Stock, intend to
vote their shares in favor of the Merger Proposal. It appears that this ownership
overlaps with the CEO Rollover Stockholders' ownership of shares representing
approximately 38% of voting power, which are obligated to vote in favor of the
Merger Proposal pursuant to the Support and Rollover Agreement. Please clarify the
percentage of voting power that is intended, but not obligated, to vote in favor of the
Merger Proposal.
Financing of the Merger, page 104
14.Disclose the existence of any alternative financing plans or arrangements or, if true,
state that there are none. Refer to Item 1007(b) of Regulation M-A.
Fees and Expenses, page 110
15.Please fill in the blanks in this section.
Fees and Expenses, page 144
16.Please describe the "certain specified circumstances" under which a party would not
pay its own costs or expenses.
Market Price of Zuora Common Stock, page 160
17.Please provide figures in the table for both the third and fourth quarters of 2024.
Please also clarify whether this section refers to calendar quarters or Zuora's fiscal
quarters.

December 18, 2024
Page 4
Miscellaneous, page 178
18.Please refer to the statement that "Zuora has not independently verified" information
relating to the other filing persons. Use of these disclaimers is inconsistent with the
required attestation that appears at the outset of the signature pages of the Schedule
13E-3, and operates as an implied disclaimer for the entire filing except for
the portions of the disclosure specifically provided by each filing person. Please
revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or David Plattner at
202-551-8094 .
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions