M&A - E2open Parent Holdings, Inc.

Form Type: DEF 14A

Filing Date: 2025-06-18

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525142713

Filing Summary: E2open Parent Holdings, Inc. is preparing for its 2025 Annual Meeting of Stockholders scheduled for July 28, 2025. The meeting will be conducted virtually. E2open has entered into a Merger Agreement with WiseTech Global Limited on May 25, 2025, resulting in WiseTech's acquisition of E2open, following the affirmative consent from stockholders. The completion of the mergers is anticipated in the second half of 2025, subject to regulatory approvals, without needing further stockholder actions. This notice discusses proposals for director elections, executive compensation advisory votes, and the ratification of the independent accounting firm for fiscal 2026. Stockholder engagement for voting is emphasized, and various details about the meeting logistics and voting procedures are outlined.

Form Type: SCHEDULE 13D

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925059683

Filing Summary: On June 16, 2025, E2open Parent Holdings, Inc. filed a Schedule 13D, disclosing the acquisition of 16,653,039 shares of its Class A Common Stock by various Reporting Persons, including Magnetar Financial LLC and its affiliates. The acquisition occurred after the public announcement of a Merger Agreement with WiseTech Global Limited and its subsidiaries, resulting in E2open becoming a wholly owned subsidiary of WiseTech. Each share of E2open's Class A Common Stock will be converted into cash of $3.30 upon the merger's effectiveness. The Reporting Persons collectively hold approximately 5.36% of E2open's shares, with Magnetar Financial acting as the investment adviser for private funds that hold these shares. The document outlines the structure and ownership of the Reporting Persons, their qualifications, and their past legal standings, confirming no criminal or civil legal issues in the past five years. The filing also mentions the total funds used for this acquisition amounting to $53,443,358.70, excluding execution-related costs. Moreover, no additional plans regarding E2open's securities beyond this merger are indicated as part of their respective intentions.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000090266425002561

Filing Summary: E2open Parent Holdings, Inc. has filed Amendment No. 2 to their Schedule 13D, which includes a comprehensive update regarding a merger agreement previously disclosed. This amendment represents the final update to the Schedule 13D. The company entered an Agreement and Plan of Merger with E2open Holdings, LLC, WiseTech Global Limited, and two merger sub entities. The Company Merger will result in the Issuer becoming a wholly owned subsidiary of WiseTech Global, and the Holdings Merger will have Holdings becoming a wholly owned subsidiary as well. On May 25, 2025, stockholder consent was delivered by the Elliott Funds and The Liverpool Limited Partnership adopting the merger agreement. Additionally, an amendment related to a Tax Receivable Agreement (TRA) was executed by certain affiliates of Elliott Funds, establishing a cash payment of $52,500,000 in connection with the closing of the mergers. This amount is reduced from previous obligations under the TRA which outlines payments related to tax attributes due to a change of control regarding the Issuer. Specific details about share ownership and transactions from the past sixty days are included in the document, along with no existing contracts related to securities among the involved parties.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000090514825001938

Filing Summary: On May 25, 2025, E2open Parent Holdings, Inc. entered into a Merger Agreement with E2open Holdings, LLC and WiseTech Global Limited, involving mergers that will result in E2open Parent Holdings becoming a wholly owned subsidiary of WiseTech Global. This Amendment No. 5 to Schedule 13D updates previous filings and confirms the approval of this Merger Agreement by a majority of stockholders through a written consent, thereby eliminating the need for additional stockholder action. The Amendment discloses that as of May 27, 2025, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares, having sold over 30 million Shares and 10 million Warrants in the open market prior to the merger. The document details the exchange of governance structure between the parties involved, including executive officer information for Neuberger Berman Group LLC, which acts on behalf of the Reporting Persons, solidifying the operational transitions expected from the merger.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000110465925053741

Filing Summary: This Amendment No. 3 amends the Schedule 13D filed by the Reporting Persons related to the shares of Class A Common Stock of E2open Parent Holdings, Inc. The document formally confirms the entry into a Merger Agreement on May 25, 2025, involving E2open Holdings, LLC, WiseTech Global Limited, and its subsidiaries. The Merger Agreement stipulates that E2open will be merged with Company Merger Sub, surviving as a wholly owned subsidiary of Parent. Additionally, common stock ownership is updated to reflect 339,796,581 shares outstanding, comprising both existing shares and shares issuable upon exchange of common units. The document also details the Tax Receivable Agreement (TRA) and its amendment related to the merger, specifying a payment of $52,500,000 due upon closing. Required approvals from stockholders were obtained via written consent to proceed with the merger as outlined in the Merger Agreement. Other administrative changes include the removal of certain individuals from the management list. The Reporting Persons have not effected any transactions during the preceding sixty days, maintaining a focus on the merger processes and associated agreements.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012747

Filing Summary: On May 25, 2025, E2open Parent Holdings, Inc. entered into a Merger Agreement with WiseTech Global Limited and its subsidiaries, resulting in E2open becoming a wholly owned subsidiary of WiseTech. Each share of E2open's Class A Common Stock will be converted into $3.30 per share in cash. This update amends the previous Schedule 13D filed on September 13, 2021, noting the acquisition of shares by Francisco Partners Management, L.P. and confirming execution of written consent for the merger from stockholders holding a majority of voting power. The report incorporates updated holdings of Class A Common Stock as of April 25, 2025, amounting to 310,168,075 shares outstanding.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000119312525126316

Filing Summary: On May 25, 2025, E2open Parent Holdings, Inc. entered into a Merger Agreement with E2open Holdings, LLC, WiseTech Global Limited, Emerald Parent Merger Sub Corp., and Emerald Holdings Merger Sub LLC. The merger involves E2open Parent becoming a wholly owned subsidiary of WiseTech Global, along with the merger of its subsidiary Holdings into the parent company. The agreement was unanimously approved by the board of directors and stockholder consent was obtained, allowing the merger to move forward. Shareholders of Class A Common Stock and Class B-1 Common Stock will receive $3.30 per share in cash, while Class V and certain common units will be cancelled without conversion. Warrant holders may see adjustment in their terms based on the merger outcome. Notably, the merger will also affect stock options and RSUs, with various compensation adjustments based on the transaction. All actions are being undertaken in accordance with Delaware law and the planned closing is subject to standard regulatory conditions and approvals.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465925052785

Filing Summary: On May 25, 2025, E2open Parent Holdings, Inc. entered into an Agreement and Plan of Merger with WiseTech Global Limited and its subsidiaries. The merger agreement entails a two-part merger where Holdings Merger Sub will merge into E2Open Holdings, LLC, followed by a merger where Company Merger Sub will merge into E2open Parent Holdings, thus making it a wholly-owned subsidiary of WiseTech. A written consent was obtained from Aranda Investments and other stockholders to approve the merger agreement, representing a majority of the Company's outstanding shares. The document also updates ownership information, stating that Aranda Investments holds approximately 9.4% of E2open's Class A Common Stock. The ownership percentages are based on 310,168,075 Class A shares outstanding as of April 25, 2025, according to the Issuer's recent filings with the SEC. The agreement contains standard representations and covenants for transactions of this nature, and the complete merger agreement is referenced as Exhibit 99.2 in the document.