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E2open Parent Holdings, Inc. Form PRE 14A Filed 2021-07-20

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E2open Parent Holdings, Inc. Form PRE 14A Filed 2021-07-20 SECURITIES AND EXCHANGE COMMISSION FORM PRE 14A Preliminary proxy statement not related to a contested matter or merger/acquisition Filing Date: 2021-07-20 | Period of Report: 2021-07-19 SEC Accession No. 0001193125-21-218837 (HTML Version on secdatabase.com) FILER E2open Parent Holdings, Inc. Mailing Address Business Address 9600 GREAT HILLS TRAIL, 9600 GREAT HILLS TRAIL, CIK:1800347| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0228 SUITE 300E SUITE 300E Type: PRE 14A | Act: 34 | File No.: 001-39272 | Film No.: 211099008 AUSTIN TX 78759 AUSTIN TX 78759 SIC: 7374 Computer processing & data preparation 8664326736 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 E2OPEN PARENT HOLDINGS, INC. (Name of registrant as specified in its charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it is determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents E2OPEN PARENT HOLDINGS, INC. A Delaware Corporation 9600 Great Hills Trail, Suite 300E Austin, TX 78759 To the Stockholders of E2open Parent Holdings, Inc.: E2open Parent Holdings, Inc. (E2open or the Company), BluJay Topco Limited (BluJay) and the shareholders of BluJay (the BluJay Sellers) have entered into a Share Purchase Deed, dated as of May 27, 2021 (as may be amended from time to time in accordance with the terms thereof, the Purchase Agreement), pursuant to which E2open or a direct or indirect subsidiary thereof will purchase all of the outstanding shares of capital stock of BluJay from the BluJay Sellers (the Transaction). As a result of the Transaction, BluJay and its subsidiaries will become subsidiaries of E2open. We believe that the combination of E2opens and BluJays complementary SaaS, network-based supply chain platforms will provide more robust capabilities and value to our customers by enhancing E2opens supply chain execution capabilities with BluJays leading transportation management software and global trade capabilities. Upon consummation of the Transaction (the Closing), in exchange for the shares of BluJay, E2open will issue to the BluJay Sellers an aggregate of 72,383,299 shares of Class A common stock, par value $0.0001 per share (Class A common stock), of E2open (the Consideration Shares) and pay to the BluJay Sellers cash in the aggregate amount of approximately $441.8 million, subject to increase for an amount of additional consideration equal to $63,000 multiplied by the number of days from and including the Locked Box Date up to and excluding the Closing Date (the Ticking Fee) and adjustments for leakage, additional seller transaction expenses and other enumerated items as provided in the Purchase Agreement (the Cash Consideration). In connection with the Transaction, on May 27, 2021, E2open entered into subscription agreements (the Subscription Agreements) with certain investors, including certain existing stockholders of E2open (the PIPE Investors). Pursuant to the Subscription Agreements, substantially simultaneously with and conditioned upon the Closing, E2open has agreed to issue to the PIPE Investors an aggregate of 28,909,022 shares of Class A common stock in exchange for aggregate gross proceeds of approximately $300 million (the Pre-Closing Financing). Pursuant to the Purchase Agreement, E2open may also issue up to 20,000,000 additional shares of Class A common stock (or such greater number of shares of Class A common stock derived by dividing $200 million by a price per share no less than 10% less than the then-current five-day volume weighted average price of the Class A common stock) (the Incremental Shares) in connection with additional financing prior to or in connection with the consummation of the Transaction to the extent determined advisable by E2open (the Incremental Financing). The Transaction and the Pre-Closing Financing are subject to the satisfaction or waiver of certain conditions. Each of the Transaction and the Pre-Closing Financing are described more fully in the accompanying proxy statement. Immediately after the Closing, E2open securityholders as of immediately prior to the Closing (excluding any shares issued to PIPE Investors that are also existing E2open securityholders) are expected to continue to own approximately 65.9% of the outstanding shares of Class A common stock and approximately 69.9% of the outstanding shares of E2open voting stock, the BluJay Sellers are expected to own approximately 24.4% of the outstanding shares of Class A common stock and approximately 21.5% of the outstanding shares of E2open voting stock, and the shares issued to the PIPE Investors in the Pre-Closing Financing are expected to represent approximately 9.7% of the outstanding shares of Class A common stock and approximately 8.6% of the outstanding shares of E2open voting stock. Shares of E2opens Class A common stock are listed on The New York Stock Exchange under the symbol ETWO. On , 2021, the last trading day before the date of this proxy statement, the closing sale price of E2opens Class A common stock was $ per share. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents E2open is holding a special meeting of its stockholders (the special meeting) in order to obtain the stockholder approvals necessary to complete the Transaction and related matters. The special meeting will be held at 9:00 a.m., Central Time, on , 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York, 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. E2open stockholders will be able to attend and participate in the special meeting by visiting www.proxydocs.com/ETWO, where they will be able to listen to the meeting live, submit questions and vote. At the special meeting, E2open will ask the holders of its Class A common stock and its Class V common stock, par value $0.0001 per share (the Class V common stock), to: 1. approve the issuance of 72,383,299 shares of Class A common stock to the BluJay Sellers in the Transaction and the issuance of 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing and the Incremental Shares, if any, in accordance with the Incremental Financing, which collectively will represent more than 20% of the shares of Class A common stock outstanding immediately prior to the consummation of the Transaction and the Pre-Closing Financing, pursuant to NYSE Listing Rule 312.03; and 2. approve a postponement or adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing Proposal No. 1. Please refer to the accompanying proxy statement for further information with respect to the business to be transacted at the special meeting. As described in the accompanying proxy statement, certain of E2opens securityholders who owned, as of July 12, 2021, approximately 36.5% of the outstanding shares of E2open voting stock (and who will own, following the issuance of the shares of Class V common stock the Company is required to issue in connection with the conversion of the Series 1 RCUs and a post-closing purchase price adjustment pursuant to the Business Combination Agreement, 37.1% of the outstanding shares of E2open voting stock), have entered into support agreements with E2open and BluJay agreeing to, among other things, vote their shares in favor of the Transaction and the Stockholder Proposals. After careful consideration, E2opens board of directors has unanimously (i) determined that the Transaction and all related transactions contemplated by the Purchase Agreement are advisable and in the best interests of E2open and its stockholders,
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