SCHEDULE 13D/A: Neuberger Berman Divests E2open Stake Following WiseTech Global Merger Approval

Neuberger Berman Group LLC has ceased to be a beneficial owner of E2open Parent Holdings, Inc. shares after selling its entire stake following the approval of E2open's merger with WiseTech Global Limited.

Summary

• This document is Amendment No. 5 to Schedule 13D filed by Neuberger Berman Group LLC and its affiliates (the "Reporting Persons") concerning their beneficial ownership in E2open Parent Holdings, Inc. (the "Issuer").
• On May 25, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with WiseTech Global Limited and its subsidiaries.
• Pursuant to the Merger Agreement, E2open Parent Holdings, Inc. and E2open Holdings, LLC will merge into wholly owned subsidiaries of WiseTech Global Limited.
• On May 25, 2025, NBOKS Master Fund and other majority stockholders of the Issuer executed a written consent, approving and adopting the Merger Agreement and the contemplated transactions, including the Mergers, thereby fulfilling the required stockholder approval.
• On May 27, 2025, NBOKS Master Fund sold a total of 30,607,831 Class A Common Shares of E2open, including 10,000,000 shares at $3.24 per share and 20,607,831 shares at $3.20 per share.
• Additionally, on May 27, 2025, NBOKS Master Fund sold 10,140,000 Warrants at a price of $0.0001 per Warrant.
• Following these transactions, the Reporting Persons ceased to be beneficial owners of more than five percent of E2open's Class A Common Stock, with their aggregate beneficial ownership now at 0%.

Sentiment

Score: 7

Explanation: The document details a significant corporate transaction (merger) that has received shareholder approval, indicating progress towards completion. While the reporting person is divesting, this is a consequence of the merger rather than a negative signal about the issuer's standalone performance. The transaction provides a clear path for E2open.

Positives

• The merger agreement with WiseTech Global Limited has received the required stockholder approval, indicating a clear path forward for the acquisition of E2open.
• The sale of shares by Neuberger Berman at specified prices provides liquidity for the fund, concluding their investment in E2open.

Negatives

• Neuberger Berman's complete divestment of its stake in E2open, while a consequence of the merger, could be interpreted by some as a lack of long-term confidence in the standalone entity's future, though it's a standard action when a company is acquired.

Risks

• The Merger Agreement is subject to "customary mutual closing conditions," meaning the completion of the merger is not guaranteed until these conditions are fully satisfied.

Future Outlook

The document indicates that E2open Parent Holdings, Inc. is proceeding with a merger into a wholly-owned subsidiary of WiseTech Global Limited, with the required stockholder approval already secured. The completion of the merger is subject to customary closing conditions.

Industry Context

This filing details a significant acquisition in the supply chain software sector. WiseTech Global, a major player in logistics software, is expanding its market presence through this acquisition, potentially leading to further consolidation within the industry.

Stakeholder Impact

• Shareholders (E2open): The merger agreement and its approval by majority shareholders indicate a defined exit strategy and valuation for their shares.
• Shareholders (WiseTech Global): The acquisition will impact their company's structure and financial performance.
• Employees (E2open): Potential changes in management, structure, and culture post-merger.
• Customers (E2open): Potential changes in service offerings, support, and product roadmaps under new ownership.

Next Steps

• Completion of the merger between E2open Parent Holdings, Inc. and WiseTech Global Limited, subject to customary mutual closing conditions.

Key Dates

Recommendation

Keywords

E2open Parent Holdings Inc., WiseTech Global Limited, Merger Agreement, Schedule 13D, Beneficial Ownership, Stock Sale, Divestment, NBOKS Master Fund, Class A Common Stock, Warrants, SEC Filing, Corporate Acquisition, Supply Chain Software