Sec Form 13D Filing - NEUBERGER BERMAN GROUP LLC filing for E2open Parent Holdings Inc. (ETWO) - 2021-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Neuberger Berman Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			37,923,143 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,923,143 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,923,143 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

1	NAMES OF REPORTING PERSONS
	Neuberger Berman Investment Advisers Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			37,923,143 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,923,143 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,923,143 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

1	NAMES OF REPORTING PERSONS
	Neuberger Berman Investment Advisers LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			37,923,143 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,923,143 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,923,143 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

Item 1.

Security and Issuer

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on February 16, 2021 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”), relating to the Class A common stock (the “Shares”) of E2open Parent Holdings, Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 9600 Great Hills Trail, Suite 300E, Austin Texas 78759. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D.

Item 2.

Identity and Background

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 On May 27, 2021, the Issuer entered into (a) a Share Purchase Deed (the “Purchase Agreement”) by and among the Issuer, BluJay TopCo Limited, a private limited liability company registered in England and Wales (“BluJay”), and the sellers party thereto (collectively, the “Sellers”) and (b) a Management Warranty Deed (the “Management Warranty Deed”) by and among the Issuer and the warrantors party thereto. The Purchase Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of BluJay and by the board of directors of the Issuer.

 

The Purchase Agreement provides that, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Issuer will directly or indirectly acquire all of the outstanding equity interests of BluJay, and BluJay will become a direct or indirect wholly owned subsidiary of the Issuer (the “Transaction”).  Upon consummation of the Transaction (“Completion”), the Sellers shall collectively receive (i) 72,383,299 Shares and (ii) cash consideration in the amount of $456,767,623, subject to adjustment as provided in the Purchase Agreement.

Support Agreement

In connection with the Transaction, the Issuer and BluJay entered into four Support Agreements, each dated May 27, 2021 (each, a “Support Agreement”), with the following stockholders of the Issuer (collectively, the “Supporting Stockholders”): (a) the NBOKS Master Fund and NBOKS Co-Invest; (b) CC NB Sponsor 1 Holdings LLC; (c) the Sponsor; and (d) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P. and Insight E2open Aggregator, LLC.

Subject to the terms and conditions of the Support Agreements, each Supporting Stockholder has agreed, among other things and subject to the respective terms thereof, to vote its Shares (a) in favor of the transactions contemplated by the Purchase Agreement, including the issuance of Shares as consideration to the Sellers and in the PIPE Financing (as defined below) and amending the Certificate of Incorporation of the Issuer to increase the authorized number of Shares (in order to facilitate the issuance of such Shares), (b) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Issuer at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Issuer if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (c) against approval of (i) any proposal made in opposition to the Purchase Agreement or the consummation of the Transaction, (ii) any action or agreement that would to the knowledge of such Supporting Stockholder result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Purchase Agreement, or of such Supporting Stockholder contained in its Support Agreement, and (iii) any other action that would reasonably be expected to materially impede, materially interfere with, materially delay, materially postpone or materially and adversely affect or prevent the transactions contemplated by the Purchase Agreement or its Support Agreement.

The Support Agreements will terminate upon the earliest to occur of the termination of the Purchase Agreement and Completion, subject to the right of the Supporting Stockholders to terminate earlier in certain limited circumstances. The Support Agreements limit the ability of the Supporting Stockholder to transfer their Shares in a manner which results in the Supporting Stockholder ceasing to have the right to vote or direct the vote of such Shares, subject to certain exceptions, including that a Supporting Stockholder may transfer such Supporting Stockholder’s Shares to certain permitted transferees.

CUSIP NO.  29788T 103

Page 7 of 8 Pages

Subscription Agreement

In connection with the signing of the Purchase Agreement, on May 27, 2021, the Issuer entered into subscription agreements (the “Subscription Agreements”) with certain investors, including certain current equityholders of the Issuer (including the NBOKS Master Fund) (collectively, the “PIPE Investors”).

Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Issuer agreed to issue and sell to such investors, on the closing date, an aggregate of 28,909,022 Shares for a purchase price of $10.60 per share (the “PIPE Financing”), of which the NBOKS Master Fund agreed to subscribe for and purchase 2,452,831 Shares for an aggregate subscr iption amount of $26,000,008.60 (the “PIPE Shares”).

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Transaction. Accordingly, the Reporting Persons are not deemed to have the right to acquire the PIPE Shares at this time and are not “beneficial owners,” as such term is defined in Rule 13d-3 under the Act, of the PIPE Shares until the material conditions to the Subscription Agreements are met.  The Subscription Agreements provide that the Issuer will grant the PIPE Investors in the PIPE Financing certain customary registration rights.

Amended and Restated Investor Rights Agreement

In connection with the Completion, the Issuer will amend its existing Investor Rights Agreement, dated as of February 4, 2021, to add certain of BluJay’s existing stockholders as parties thereto, including certain affiliates of each of Francisco Partners and Temasek Holdings (“Temasek”) and make other changes related to the Transaction in the form of an Amended and Restated Investor Rights Agreement  (the “A&R Investor Rights Agreement”).  The A&R Investor Rights Agreement will provide each of Francisco Partners and Temasek with the right to nominate one director to the Issuer’s board of directors (subject to certain conditions). The A&R Investor Rights Agreement will also include registration rights in respect of the Shares held by the equityholders party thereto. In addition, Francisco Partners, Temasek, and certain of the existing equityholders of the Issuer will agree to a six month “lock-up” restriction with respect to their Shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 4 of this Amendment No. 1 is incorporated by reference herein.

Item 7.

Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit H: Support Agreement, dated May 27, 2021, by and among the Issuer, BluJay TopCo Limited, the NBOKS Master Fund and NBOKS Co-Invest (incorporated by reference to Exhibit 10.1 of Form 8-K)

Exhibit I: Form of Subscription Agreement (incorporated by reference to Exhibit 10.5 of the Form 8-K)

CUSIP NO.  29788T 103

Page 8 of 8 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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