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Subsequent Events | 6 Months Ended
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Jun. 30, 2024
Subsequent Event [Line Items] |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS Initial Public Offering On July 25, 2024, OneStream, Inc. completed the IPO in which it sold 21,729,333 shares of its Class A common stock, par value $0.0001 per share, including the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $20.00 per share. OneStream, Inc. received net proceeds from the IPO of $409.6 million, net of underwriting discounts and commissions of $25.0 million, but before deducting offering expenses. OneStream, Inc. used $352.9 million of the proceeds to purchase 18,723,296 newly issued common units (LLC Units) of the Company and $56.7 million of the proceeds to purchase 3,006,037 issued and outstanding LLC Units from certain members of the Company in a “synthetic secondary” transaction (the Synthetic Secondary), in each case at a price per unit equal to the IPO price to the public, net of underwriting discounts and commissions. OneStream, Inc. in turn intends to cause the Company to use the net proceeds contributed to it for the newly issued LLC Units to pay the expenses of the IPO and for general corporate purposes, including working capital, operating expenses and capital expenditures. Certain of OneStream, Inc.’s existing stockholders sold 6,445,667 shares of Class A common stock in the IPO at the public offering price of $20.00 per share. OneStream, Inc. did not receive any proceeds from the sale of shares by the selling stockholders. Reorganization Transactions On July 23, 2024, in connection with the IPO, OneStream, Inc. and the Company completed a series of organizational transactions (the Reorganization Transactions), including the following: • The amended and restated operating agreement of the Company (the Amended LLC Agreement) was amended and restated to, among other things: (i) appoint OneStream, Inc. as the sole manager of the Company and (ii) effectuate the reclassification of all of the then-outstanding preferred units, common units and incentive units of the Company into a single class of non-voting LLC Units. The then-outstanding preferred units and common units were reclassified into an equal number of LLC Units, and the 8,632,763 then-outstanding incentive units were reclassified into 6,591,178 LLC Units. • Certain pre-IPO members of the Company that were corporations merged with and into OneStream, Inc. and contributed their LLC Units to OneStream, Inc. in exchange for shares of Class D common stock of OneStream, Inc. • The certificate of incorporation of OneStream, Inc. was amended and restated to authorize additional shares of four series of common stock, Class A common stock, Class B common stock, Class C common stock and Class D common stock, and one class of preferred stock. As the Company’s sole manager, OneStream, Inc. has the sole voting interest in the Company and controls all of the business operations, affairs and management of the Company. Immediately following the completion of the Reorganization Transactions, the IPO, including the full exercise of the underwriters’ option to purchase additional shares, and the Synthetic Secondary, as described in Note 3 to OneStream, Inc.’s balance sheets, OneStream, Inc. held 160,256,358 LLC Units, representing approximately 68.4% ownership interest in the Company. As a result, beginning in the third quarter of 2024, OneStream, Inc. will consolidate the Company’s financial results and report a noncontrolling interest related to the portion of the Company not owned by OneStream, Inc. The amended and restated certificate of incorporation and the Amended LLC Agreement discussed above requires the Company and OneStream, Inc. to, at all times, maintain (i) a one-to-one ratio between the number of LLC Units owned by OneStream, Inc. and the number of shares of Class A common stock and Class D common stock outstanding and (ii) a one-to-one ratio between the number of shares of Class B common stock and Class C common stock owned by the members of the Company (the Continuing Members) and the number of LLC Units owned by the Continuing Members. In connection with the Reorganization Transactions and the IPO, then outstanding common unit options of the Company granted under the 2019 Common Unit Option Plan (the 2019 Plan) were (i) modified to remove a forfeiture provision and (ii) converted into options to purchase Class A common stock of OneStream, Inc. on a one-for-one basis and the 2019 Plan was assumed by OneStream, Inc. The Company used the capital contribution received from OneStream, Inc, at its direction, to pay legal, accounting, printing and other professional fees incurred in connection with the IPO. Through September 3, 2024, the Company has paid $2.8 million of these expenses and $3.9 million of these expenses remained unpaid.
OneStream, Inc |
Subsequent Event [Line Items] |
Subsequent Events | Note 3 - Subsequent Events Initial Public Offering On July 25, 2024, the Corporation completed the IPO in which it sold 21,729,333 shares of its Class A common stock, par value $0.0001 per share, including the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $20.00 per share. The Corporation received net proceeds from the IPO of $409.6 million, net of underwriting discounts and commissions of $25.0 million, but before deducting offering expenses. The Corporation used $352.9 million of the proceeds to purchase 18,723,296 newly issued common units (LLC Units) of OneStream Software LLC and $56.7 million of the proceeds to purchase 3,006,037 issued and outstanding LLC Unit s from certain members of OneStream Software LLC in a “synthetic secondary” transaction, in each case at a price per unit equal to the IPO price to the public, net of underwriting discounts and commissions. The Corporation in turn intends to cause OneStream Software LLC to use the net proceeds contributed to it for the newly issued LLC Units to pay the expenses of the IPO and for general corporate purposes, including working capital, operating expenses and capital expenditures. Certain of the Corporation’s existing stockholders sold 6,445,667 shares of Class A common stock in the IPO at the public offering price of $20.00 per share. The Corporation did not receive any proceeds from the sale of shares by the selling stockholders. Reorganization Transactions Prior to the Reorganization Transactions described below, the Corporation had no operations and was a wholly owned subsidiary of OneStream Software LLC. On July 23, 2024, in connection with the IPO, the Corporation and OneStream Software LLC completed a series of organizational transactions (the Reorganization Transactions), including the following: • The amended and restated operating agreement of OneStream Software LLC (the Amended LLC Agreement) was amended and restated to, among other things: (i) appoint the Corporation as the sole manager of OneStream Software LLC and (ii) effectuate the reclassification of all of the then-outstanding preferred units, common units and incentive units of OneStream Software LLC into a single class of non-voting LLC Units. The then-outstanding preferred units and common units were reclassified into an equal number of LLC Units, and the 8,632,763 then-outstanding incentive units were reclassified into 6,591,178 LLC Units. • Certain pre-IPO members of OneStream Software LLC that were corporations merged with and into the Corporation (the Former Members) and contributed their LLC Units to the Corporation in exchange for shares of Class D common stock of the Corporation (the Blocker Mergers). • The certificate of incorporation of the Corporation was amended and restated to authorize additional shares of four series of common stock, Class A common stock, Class B common stock, Class C common stock and Class D common stock, and one class of preferred stock. As the sole manager of OneStream Software LLC, the Corporation has the sole voting interest in OneStream Software LLC and controls all of the business operations, affairs and management of OneStream Software LLC. Immediately following the completion of the Reorganization Transactions and the IPO, including the full exercise of the underwriters’ option to purchase additional shares, the Corporation held 160,256,358 LLC Units, representing approximately 68.4% ownership interest in OneStream Software LLC. As a result, beginning in the third quarter of 2024, the Corporation will consolidate OneStream Software LLC’s financial results and report a noncontrolling interest related to the portion of OneStream Software LLC not owned by the Corporation. The amended and restated certificate of incorporation and the Amended LLC Agreement require OneStream Software LLC and the Corporation to, at all times, maintain (i) a one-to-one ratio between the number of LLC Units owned by the Corporation and the number of shares of Class A common stock and Class D common stock outstanding and (ii) a one-to-one ratio between the number of shares of Class B common stock and Class C common stock owned by the members of OneStream Software LLC (the Continuing Members) and the number of LLC Units owned by the Continuing Members. In connection with the Reorganization Transactions and the IPO, the Corporation’s (i) 2024 Equity Incentive Plan (the 2024 Plan) became effective with an initial reserve of 32,100,000 shares of Class A common stock and (ii) 2024 Employee Stock Purchase Plan became effective with an initial reserve of 10,700,000 shares of Class A common stock. In addition, the following significant equity-based compensation items occurred: (i) 2,413,968 options to purchase Class A common stock of the Corporation were granted to certain directors, executive officers and other employees under the 2024 Plan, and (ii) then outstanding common unit options of OneStream Software LLC granted under the 2019 Common Unit Option Plan (the 2019 Plan) were (a) modified to remove a forfeiture provision and (b) converted into options to purchase Class A common stock of the Corporation on a one-for-one basis and the 2019 Plan was assumed by the Corporation. The Corporation will record the necessary equity-based compensation charges in the three months ended September 30, 2024, which, in the aggregate, is expected to be material. Tax Receivable Agreement Concurrent with the completion of the Reorganization Transactions, the Corporation entered into the Tax Receivable Agreement (the TRA) with OneStream Software LLC, certain Former Members and the Continuing Members. Under the TRA, the Corporation will retain 15% of certain tax savings that are available to it, and will be required to pay the Members (as defined therein) the remaining 85% of such tax savings, if any, that are realized, or in some circumstances are deemed to be realized, as a result of (i) certain tax attributes that are created as a result of the redemptions or exchanges of LLC Units for cash or Class A Common stock or Class D common stock, as applicable (calculated under certain assumptions), (ii) any net operating losses available as a result of the Blocker Mergers, (iii) tax benefits related to imputed interest and (iv) payments under the TRA. The amounts of any tax benefit to the Corporation that arises from future exchanges or redemptions of LLC Units will vary depending on a number of factors, including, but not limited to, the timing of any future redemptions or exchanges and the price of shares of the Corporation’s Class A common stock at the time of such future redemption or exchange. The Corporation will only recognize a deferred tax asset for financial reporting purposes when it is “more-likely-than-not” that the tax benefit will be realized. Registration Rights Agreement In connection with the IPO, the Corporation entered into a Registration Rights Agreement with KKR Dream Holdings LLC (KKR), and certain of its affiliates, and certain other parties (the Registration Rights Agreement) pursuant to which they will be entitled to certain rights with respect to the registration under the Securities Act of 1933, as amended, of the offer and sale of shares of Class A common stock issuable to them upon exchange or conversion of their outstanding shares of the Corporation’s other series of common stock and redemption of accompanying LLC Units, as applicable. The Registration Rights Agreement also provides for customary “piggyback” registration rights for all parties thereto. Stockholders’ Agreement In connection with the IPO, the Corporation entered into a stockholders’ agreement with KKR (the Stockholders’ Agreement). The Stockholders’ Agreement provides that so long as KKR and its affiliates own (i) at least 40% of the Corporation’s outstanding common stock, KKR will have the right to nominate a majority of the Corporation’s board of directors, and (ii) at least 10% but less than 40% of the Corporation’s outstanding common stock, KKR will have the right to nominate a percentage of the authorized number of directors equal to KKR’s ownership of the Corporation’s outstanding common stock (rounded up to the nearest whole director). Under the Stockholders’ Agreement, in the event that a vacancy is created at any time by the death, disability, removal or resignation of any director nominated by KKR, the remaining directors shall cause the vacancy created thereby to be filled by a new director nominated by KKR. Moreover, for so long as there are at least two directors nominated by KKR on the Corporation’s board of directors, the presence of at least one KKR-nominated director shall be required to have a quorum for the transaction of business by the board of directors, subject to certain exceptions, including meetings of a majority of disinterested directors to the extent that directors nominated by KKR are interested directors for the purpose of such meetings. Further, under the Stockholders’ Agreement, at least one KKR nominee shall be entitled to serve on each committee of the Corporation’s board of directors so long as KKR has the right to nominate at least one director to the Corporation’s board of directors, provided that any such KKR nominee shall at all times remain eligible to serve on the applicable committee under applicable law and the listing standards of the stock exchange on which the Class A common stock is then listed, including any applicable general and heightened independence requirements, and provided further that any special committee established to evaluate any transaction in which KKR or any of its affiliates has an interest which is in conflict with the interests of the Corporation, as reasonably determined by a number of directors equal to at least one-third of the whole board of directors, shall not include any director nominated by KKR. In addition, the Stockholders’ Agreement provides that so long as KKR owns at least 25% of the Corporation’s outstanding common stock, (i) KKR will have the right to appoint and remove the chairperson of the Corporation’s board of directors and the lead independent director, if any, and (ii) KKR’s consent will be required for the Corporation to enter into any transaction or agreement that results in a change in control, and for the termination, hiring or appointment of its chief executive officer. The Stockholders’ Agreement also provides that for so long as KKR owns at least 5% of the outstanding common stock, the Corporation shall, upon reasonable request, provide quarterly financial information to KKR in a level of detail consistent with financial reports provided to KKR prior to the IPO, provided that the Corporation may satisfy such requests in whole or in part by reference to its filings with the Securities and Exchange Commission that are publicly available on EDGAR.

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