8-K - OneStream, Inc. Class A Common Stock | StockGist

AI Analysis

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OneStream, Inc. completed its acquisition by Hg, resulting in the company becoming privately held, the delisting of its Class A common stock from Nasdaq, and shareholders receiving $24.00 per share in cash.

Key Takeaways

1OneStream was acquired by Hg in an all-cash transaction valuing the company at approximately $6.4 billion in equity value.

2Shareholders received $24.00 per share in cash for Class A and Class D common stock, and $0.0001 per share for Class B and Class C common stock.

3Trading of OneStream's Class A common stock was suspended on Nasdaq, with delisting effective 10 days after filing Form 25.

4The acquisition was funded by equity contributions from Hg, Tidemark, General Atlantic, other existing stockholders, and net cash proceeds from new debt facilities.

5Tom Shea continues as CEO, and the current leadership team remains in place following the acquisition.

Current Report Details

Event Type

Asset Acquisition+6 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

above. | Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |---|---| At the effective time of the Company Merger, in accor

Material Agreement

Source Document

1.02

. | Termination of a Material Definitive Agreement. | |---|---| On the Closing Date, the Company Parties prepaid all amounts outstanding under the Amended and R

Material Agreement

Source Document

2.01

| Completion of Acquisition or Disposition of Assets. | |---|---| As a result of the Mergers: | | • | | Each outstanding share of OneStream’s Class A common sto

Asset Acquisition

$24.00$24.00

3.01

| Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. | |---|---| On the Closing Date, the Surviving Corporatio

Delisting

3.03

. In connection with the Mergers and at the effective time of the Mergers, the holders of shares of Common Stock and of LLC Units ceased to have any rights as s

Securities Modification

5.01

. As a result of the consummation of the Mergers, at the effective time of the Company Merger, a change in control of OneStream occurred and Merger Sub II was m

Corporate Governance

$6.40B

8.01

| Other Events. | |---|---| On the Closing Date, OneStream issued a press release announcing the closing of the Mergers. A copy of the press release is filed as

Other Event

9.01

| Financial Statements and Exhibits. | |---|---| (d) Exhibits. Exhibit No.: 2.1 | Description: Agreement and Plan of Merger, dated January 6, 2026, among Onward

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: OneStream, Inc.
Consideration: Approximately $6.4 billion in equity value
Structure: All-cash transaction

•Shareholders approved the transaction
•Required regulatory approvals were obtained
•Closing Date: April 1, 2026

Material Agreement

Agreement: New Credit Agreement
Parties: Onward Intermediate, Inc. (Holdings), Parent (borrower), Blue Owl Capital Corporation (administrative agent and collateral agent), Lenders and financial institutions

•Seven-year senior secured term loan facility: $1,400,000,000
•Seven-year senior secured revolving credit facility: $250,000,000
•Delayed draw term loan facility: $600,000,000
•Guaranteed by Holdings and certain subsidiaries
•Secured on a first priority basis by substantially all assets

Debt / Financing

Instrument: Credit Agreement
Principal: $2,250,000,000
Use of Proceeds: Source of funds for consideration paid in the Mergers

Exhibits (5)

10.1

EX-10.1

3.1

EX-3.1

3.2

EX-3.2

8-K

99.1

EX-99.1