CC Neuberger Principal Holdings I

CC Neuberger Principal Holdings I

Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: E2Open

ENTERPRISE VALUE: $2.57 billion
ANTICIPATED SYMBOL: ETWO

CC Neuberger Principal Holdings I proposes to combine E2open (the “Company”), a leading network-based provider of 100% cloud-based, end-to-end supply chain management software. Upon closing of the transaction, E2open will become a publicly traded company, and it is expected that its common stock will be listed on the New York Stock Exchange under the symbol “ETWO”. Michael Farlekas, who has served as CEO of the Company since 2015, will continue to lead the business post-transaction.


SUBSEQUENT EVENT: [1-28-21]

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. 


SUBSEQUENT EVENT: [12-22-20]

Company secures additional $175M PIPE financing. This results in a total equity investment of $1.3 billion raised in the transaction, which will be used to pay down existing debt, purchase a portion of the equity owned by existing E2open owners and conservatively capitalize the Company’s balance sheet.

The PIPE investors includes a long-only, blue chip investor. The additional 17,500,000 shares of common stock are to be priced at $10.00 per share for aggregate gross proceeds of $175,000,000.


E2open provides a fully cloud-based software platform to orchestrate complex global supply chains. The Company’s software combines networks, data and applications to provide an embedded, mission-critical platform that allows customers to optimize their supply chain from channel shaping and business planning to logistics and global trade to manufacturing and supply management.

The Board will be comprised of nine directors, including Chinh Chu from CC Capital and Ryan Hinkle, a Managing Director of Insight Partners, the Company’s current majority investor that will remain a large shareholder post-transaction. Stephen Daffron, current President of Dun & Bradstreet and former CEO of Interactive Data Corporation, and Eva Huston, current Chief Strategy Officer of Duck Creek Technologies and former CFO of Verisk Analytics, will also join the Board upon closing of the transaction. A majority of the directors will be independent, consistent with the applicable listing rules of the New York Stock Exchange.

CC Neuberger transaction summary 10-14-20


PIPE

  • $520 Million Fully Committed Common Stock PIPE at $10 Per Share.
  • [12-22-20] Additional PIPE financing of $175 million common stock at $10.00 per share. See subsequent event above.

EARNOUT

  • CC Neuberger to convert 2.5 million Founder Shares into Performance Shares vesting at $13.50
  • Existing E2open owners to be issued 16 million RSUs, 10 million vesting at $13.50 and 6 million vesting at $15.00

TRANSACTION

The total equity investment of $1.1 billion raised in this transaction will be used to pay down existing debt, purchase a portion of the equity owned by existing E2open owners and conservatively capitalize the Company’s balance sheet.

Upon the closing of the transaction, CC Neuberger Principal Holdings I will domesticate as a Delaware corporation and the name of CC Neuberger Principal Holdings I will be changed to E2open Parent Holdings.


ADVISORS

  • Credit Suisse is serving as lead financial advisor to E2open.
  • Lazard is also serving as financial advisor to E2open.
  • Morgan Stanley & Co. LLC and Goldman Sachs are acting as M&A advisors to CC Neuberger Principal Holdings.
  • Goldman Sachs is acting as lead placement agent and lead capital markets advisor for CC Neuberger Principal Holdings I.
  • Credit Suisse and Morgan Stanley & Co. LLC are also placement agents for CC Neuberger Principal Holdings I.
  • Willkie Farr & Gallagher is acting as legal counsel to E2open.
  • Kirkland & Ellis LLP is acting as legal counsel to CC Neuberger Principal Holdings I.

CC NEUBEGER PRINCIPAL HOLDINGS I MANAGEMENT & BOARD


Executive Officers

Chinh E. Chu, 53
Chief Executive Officer & Director

Mr. Chu has over 25 years of investment and acquisition experience. In 2018, Mr. Chu founded Collier Creek (NYSE: CCH), a blank check company formed for substantially similar purposes as our company. Collier Creek sold 44,000,000 units in its initial public offering, generating aggregate proceeds of $440 million. In 2016, Mr. Chu co-founded CF Corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. CF Corporation sold 69,000,000 units in its initial public offering, generating gross proceeds of $690 million. On November 30, 2017, CF Corporation consummated the acquisition of Fidelity & Guaranty Life, a provider of annuities and life insurance products, for approximately $1.835 billion plus the assumption of $405 million of existing debt, and related transactions. In connection with the FGL business combination, the name of the company was changed from “CF Corporation” to “FGL Holdings” (NYSE: FG). Mr. Chu serves as Co-Executive Chairman of FGL Holdings. Mr. Chu is also the Founder and the Senior Managing Partner of CC Capital, a private investment firm which he founded in November 2015. As Senior Managing Director of CC Capital, Mr. Chu led the effort to take Dun & Bradstreet private in a $7.2 billion deal that closed in February 2019. Before founding CC Capital, Mr. Chu worked at Blackstone from 1990 to December 2015, where Mr. Chu led numerous investments across multiple sectors, including technology, financial services, chemicals, specialty pharma and healthcare products, and packaging. Mr. Chu was a Senior Managing Director at Blackstone from 2000 until his departure in December 2015, where he served, at various points, as a member of Blackstone’s Executive Committee, the Co-Chair of Blackstone’s Private Equity Executive Committee and as a member of Blackstone Capital Partners’ Investment Committee. Before joining Blackstone in 1990, Mr. Chu worked at Salomon Brothers in the Mergers & Acquisitions Department. In addition to Mr. Chu’s role as Co-Executive Chairman of FGL Holdings, he has served on the boards of directors of NCR Corporation (NYSE: NCR) and Stearns Mortgage since 2015 and Dun & Bradstreet since 2019. Mr. Chu previously served on the board of directors of AVINTIV from 2011 to 2012, BankUnited Inc. from 2009 to 2014, Kronos Incorporated from 2014 to 2015, Biomet, Inc. from July 2007 to September 2007 and from 2013 to 2015, Freescale Semiconductor, Ltd. from 2011 to 2015 and HealthMarkets, Inc. from 2006 to 2016. Mr. Chu also previously served on the board of directors of Alliant Insurance Services, Inc., AlliedBarton Security Services, Celanese Corporation, DJO Global, Inc., Graham Packaging, the London International Financial Futures and Options Exchange, Nalco Company, Nycomed, Stiefel Laboratories and SunGard Data Systems, Inc. Mr. Chu received a B.S. in Finance from the University of Buffalo.


Douglas Newton, 41
Chief Financial Officer

Mr. Newton has more than 15 years of professional investing experience across both public and private markets. Mr. Newton joined CC Capital at its founding and was integral to CC Capital’s $7.2 billion acquisition of Dun & Bradstreet. Mr. Newton served as Chief Financial Officer of CF Corporation, the permanent capital vehicle through which CC Capital acquired Fidelity & Guaranty Life, and he played a leading role in the $2.5 billion acquisition. Before joining CC Capital, Mr. Newton was a Founding Partner at WindAcre, an investment firm that owns a concentrated, long-term portfolio of global public equities and takes a private equity approach to public equity investing. At WindAcre, Mr. Newton helped lead deep company-specific research focused primarily on assessing the quality of potential investment opportunities and their intrinsic value. Prior to that, Mr. Newton was a Senior Investment Analyst at Seneca Capital Investments, a multi-strategy hedge fund, where he focused on making long-term fundamental value investments across a company’s capital structure. Mr. Newton also served as an Analyst at DLJ Merchant Banking Partners, a private equity firm, where he focused on investments in the industrial, power and media sectors. In addition, Mr. Newton served as an Analyst at Credit Suisse First Boston’s Media & Communications Group, and at Donaldson, Lufkin & Jenrette.


 

Board of Directors

Charles Kantor, 49
Director

Mr. Kantor is a Managing Director at Neuberger Berman after joining the firm in 2000. Mr. Kantor is the founder and Senior Portfolio Manager of the Kantor Group, which manages over $5 billion of equity and fixed income securities for institutional and high net worth investors as of December 31, 2019. Mr. Kantor leads a team of eight investment professionals with aggregate investment experience of over 150 years and sits on the firm’s Partnership Committee as a senior leader of Neuberger Berman. Prior to joining Neuberger Berman, Mr. Kantor led Stern Stewart’s Financial Institutions division, where he advised clients on implementing EVA-based financial management systems and co-authored academic papers in the Journal of Applied Corporate Finance. In addition, Mr. Kantor is a regular commentator and contributor to various financial and business news media outlets. Mr. Kantor earned a Bachelor of Commerce in Accounting and Economics from the University of Cape Town, South Africa and an MBA (with honors) from Harvard University Graduate School of Business.


Keith W. Abell, 62
Director 

Mr. Abell currently serves as a director of FGL Holdings, formerly known as CF Corporation (NYSE: FG). In 2009, Mr. Abell co-founded Sungate Properties, LLC, a real estate investment company, which he co-founded in 2010 after managing private investments during 2007 and 2008. From 1994 to 2007, Mr. Abell was a co-founder of, and served in a variety of senior management roles at, GSC Group (and its predecessor, Greenwich Street Capital Partners, L.P.), an alternative asset manager. Prior to that, Mr. Abell was a Managing Director at Blackstone until 1994 where he, among other things, founded the firm’s first Hong Kong office. Prior to Blackstone, Mr. Abell served as a Vice President at Goldman, Sachs & Co., where he worked in the global finance, corporate finance and mergers and acquisitions departments. Mr. Abell serves as the treasurer and as a director of the National Committee on United States-China Relations.


Eva F. Huston, 49
Director

Ms. Huston was the Senior Vice President and Chief Financial Officer at Verisk Analytics (NASDAQ: VRSK), a data analytics and risk assessment firm, until November 2017 and a consultant until March 2018. Prior to joining Verisk Analytics in 2009, Ms. Huston was a Managing Director in telecom, media and technology investment banking at JP Morgan Chase & Co. (“JP Morgan”) (NYSE: JPM), where she was responsible for the marketing and information services practice. Ms. Huston’s client base included companies providing data and analytics to a variety of industry verticals, such as consumer and media, financial services, insurance and automotive. At JP Morgan, Ms. Huston advised clients on equity and debt financing transactions, as well as significant sector acquisitions. She earned a Bachelor of Science in Foreign Service with a concentration in International Politics from Georgetown University.