SCHEDULE 13D/A: Elliott Investment Management Exits E2open Holdings Stake Following Merger Agreement and TRA Amendment

Elliott Investment Management L.P. has filed an exit Schedule 13D, disclosing the sale of its entire stake in E2open Parent Holdings, Inc. following the company's merger agreement with WiseTech Global Limited and an amendment to the Tax Receivable Agreement.

Summary

• Elliott Investment Management L.P. has filed an Amendment No. 2 to its Schedule 13D, indicating it is an "exit filing" and the reporting person no longer beneficially owns shares of E2open Parent Holdings, Inc.
• E2open Parent Holdings, Inc. entered into an Agreement and Plan of Merger with WiseTech Global Limited, an Australian public company, under which E2open will become a wholly-owned subsidiary of WiseTech Global.
• Elliott Funds and The Liverpool Limited Partnership provided stockholder consent to adopt the Merger Agreement and approve the transactions on May 25, 2025.
• Affiliates of Elliott Funds, as parties to the Tax Receivable Agreement (TRA), entered into an amendment to the TRA on May 25, 2025.
• The TRA Amendment stipulates that TRA parties will receive an aggregate cash amount of $52,500,000 upon the closing of the Mergers, which represents a reduction from the original contractual change of control obligations under the TRA.
• Elliott Investment Management L.P. sold 27,250,000 shares of Class A Common Stock on May 27, 2025, at a price of $3.24 per share in the open market.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. For E2open, the TRA amendment reduces a future obligation, which is beneficial. For Elliott, it represents a successful and completed exit from its investment. The merger itself is a significant strategic event, generally viewed as positive for the acquired company's shareholders, although specific merger terms beyond the TRA are not detailed here.

Positives

• The TRA Amendment resulted in a reduction of E2open's contractual change of control obligations under the Tax Receivable Agreement, benefiting the Issuer.
• Elliott Investment Management L.P. successfully exited its investment in E2open, completing its strategic divestment.

Negatives

• The sale of 27,250,000 shares by a significant investor like Elliott, while part of a merger exit, could be perceived as a large block sale in the market.

Future Outlook

The document primarily details past events related to the merger agreement, the Tax Receivable Agreement amendment, and Elliott's share sale. The future outlook is implied by the ongoing merger process, which will result in E2open becoming a wholly-owned subsidiary of WiseTech Global Limited, but no specific forward-looking guidance from E2open is provided in this filing.

Industry Context

The acquisition of E2open, a supply chain software provider, by WiseTech Global Limited, a logistics technology company, signifies a trend towards consolidation within the supply chain and logistics technology sector. This move aims to create more integrated and comprehensive solutions for global trade and supply chain management.

Stakeholder Impact

• Shareholders of E2open Parent Holdings, Inc. will be impacted by the merger, receiving consideration as per the Merger Agreement.
• Parties to the Tax Receivable Agreement, including affiliates of Elliott, will receive a $52,500,000 cash payment upon the closing of the Mergers, fully satisfying E2open's obligations under the TRA.

Next Steps

• Closing of the Mergers (Company Merger and Holdings Merger) between E2open and WiseTech Global Limited.
• Payment of $52,500,000 to TRA parties upon the closing of the Mergers.

Key Dates

Keywords

E2open Parent Holdings, Elliott Investment Management, WiseTech Global, Merger Agreement, Schedule 13D, Exit Filing, Tax Receivable Agreement, TRA Amendment, Stock Sale, Corporate Acquisition, Supply Chain Software