Item 1.01 Entry Into A Material Definitive Agreement
As previously disclosed, on October 14, 2020, CC Neuberger Principal Holdings I
("CCNB1") entered into a Business Combination Agreement (the "Business
Combination Agreement") with E2open Holdings, LLC ("E2open"), among others. A
copy of the Business Combination Agreement was attached as Exhibit 2.1 to
CCNB1's Current Report on Form 8-K, filed with the U.S. Securities and Exchange
Commission ("SEC") on October 15, 2020.
On January 28, 2021, E2open and CCNB1 entered into Amendment No. 1 to Business
Combination Agreement (the "BCA Amendment") to redistribute a portion of the
cash and equity consideration by providing existing E2open Class A Unit holders,
including Insight, with an aggregate of $10 million more stock consideration
(and a commensurate $10 million reduction in cash consideration) and providing
existing management holders of vested E2open options with an aggregate of $10
million less stock consideration (and a commensurate $10 million increase in
cash consideration). Additionally, the Amendment provides that one individual
holder of Class A Units in E2open will receive 100% equity consideration in lieu
of receiving any portion of the consideration he otherwise would be entitled to
under the Business Combination Agreement in cash. A copy of the BCA Amendment is
filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated
herein by reference, and the foregoing description of the BCA Amendment is
qualified in its entirety by reference thereto.
Additional Information
CCNB1 has filed, and the SEC has declared effective, a registration statement on
Form S-4 containing a definitive proxy statement/prospectus of CCNB1 relating to
the proposed transactions contemplated by the Business Combination Agreement
(together, the "Business Combination"). CCNB1 has mailed the definitive proxy
statement/prospectus and other relevant documents to its shareholders.
Investors, CCNB1's shareholders and other interested persons are advised to read
the definitive proxy statement/prospectus in connection with CCNB1's
solicitation of proxies for the General Meeting to be held to approve the
Business Combination as these materials will contain important information about
E2open and CCNB1 and the proposed Business Combination. The definitive proxy
statement/prospectus has been mailed to the shareholders of CCNB1 as of the
record date of December 23, 2020; shareholders that hold their shares in
registered form are entitled to vote their shares held on the date of the
meeting. Shareholders are also able to obtain copies of the definitive proxy
statement/prospectus and other documents filed with the SEC, without charge, at
the SEC's website at http://www.sec.gov, or by directing a request to: CC
Neuberger Principal Holdings I, 200 Park Avenue, 58th Floor, New York, NY 10166.
Participants in the Solicitation
CCNB1 and its directors and executive officers may be deemed participants in the
solicitation of proxies from CCNB1's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in CCNB1 is contained in the definitive proxy
statement, which was filed with the SEC and is available free of charge at the
SEC's website at www.sec.gov, or by directing a request to CC Neuberger
Principal Holdings I, 200 Park Avenue, 58th Floor, New York, NY 10166.
E2open and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of CCNB1 in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the proposed
Business Combination is included in the definitive proxy statement/prospectus
for the Business Combination.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
forward-looking statements. Forward-looking statements generally relate to
future events or CCNB1's or E2open's future financial or operating performance.
For example, projections of future growth, financial performance, and other
metrics are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or
"continue," or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward looking statements.
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These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by CCNB1 and its management, and E2open and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the Business Combination; (2) the outcome
of any legal proceedings that may be instituted against CCNB1, the combined
company or others following the announcement of the Business Combination and any
definitive agreements with respect thereto; (3) the inability to complete the
Business Combination due to the failure to obtain approval of the shareholders
of CCNB1, to obtain financing to complete the Business Combination or to satisfy
other conditions to closing; (4) changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the Business Combination; (5) the ability to meet stock exchange
listing standards at or following the consummation of the Business Combination;
(6) the risk that the Business Combination disrupts current plans and operations
of E2open as a result of the announcement and consummation of the Business
Combination; (7) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; (8) costs related to the Business Combination; (9) changes in
applicable laws or regulations; (10) the possibility that E2open or the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (11) E2open's estimates of expenses and profitability; and
(12) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in CCNB1's
final prospectus relating to its initial public offering, dated April 23, 2020,
subsequent quarterly reports on form 10-Q and definitive proxy statement, filed
with the SEC on January 12, 2021 in connection with the Business Combination.
Nothing in this Current Report on Form 8-K should be regarded as a
representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date they are made.
Neither CCNB1 nor E2open undertakes any duty to update these forward-looking
statements.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of CCNB1 or E2open, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the
Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit No. Description
2.1 Amendment No. 1 to the Business Combination Agreement, dated
January 28, 2021
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