CC Neuberger Principal Holdings I (NYSE:PCPL) entered into a definitive business combination agreement to acquire majority stake in E2open, LLC on October 14, 2020. As of January 28, 2021, the agreement was amended 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. CC Neuberger will execute a private placement of $520 million. Goldman Sachs, Credit Suisse and Golub Capital are providing committed financing to E2open LLC which includes include a $525 million term loan B and $75 million revolver in connection with its previously reported IPO and merger with a blank-check company. As of December 22, 2020, E2open and CC Neuberger Principal Holdings I Announce Additional $175 Million Fully Committed Common Stock PIPE at $10 per share. The transaction implies an enterprise value of $2.56 billion, or 21.2x E2open's estimated fiscal year 2022 pro forma adjusted EBITDA of $121 million. Insight Partners, shareholder of E2open, will remain a large shareholder post-transaction. Existing E2open owners will retain approximately 60% of their current stake, will own 36% of the pro forma company and will be issued 16 million RSUs. 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”. The name of CC Neuberger will be changed to E2open Parent Holdings, Inc. Michael Farlekas, Chief Executive Officer of E2open, will continue to lead the business post-transaction. The Board will be comprised of nine directors, including Chinh Chu from CC Capital and Ryan Hinkle, a Managing Director of Insight Partners. Stephen Daffron and Eva Huston will also join the Board upon closing of the transaction. A majority of the directors will be independent. The transaction is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of CC Neuberger, waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated, Form S-4 shall have become effective in accordance with the provisions of the Securities Act, execution of Ancillary Agreements by CC Neuberger, Minimum Cash Amount and E2open Class A Common Stock shall be listed on the Stock Exchange. The transaction has been unanimously approved by the Board of Directors of CC Neuberger, as well as the Board of Directors of E2open. Shareholders meeting will be held on February 2, 2021. As of February 2, 2021 the transaction has been unanimously approved by the board of directors of CC Neuberger Principal Holdings I and was approved at a special meeting of CC Neuberger Principal Holdings I shareholders. The transaction will be consummated only if the proposal, the Domestication Proposal, the Charter Proposal and the NYSE Proposal are approved at the shareholders meeting. The total equity investment of $1.3 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 E2open’s balance sheet. The transaction is expected to close in first quarter of calendar year of 2021. As of February 2, 2021 the transaction is expected to close no February 4, 2021. Credit Suisse is serving as lead financial advisor, and 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. Goldman Sachs is acting as lead placement agent and lead capital markets advisor, and Credit Suisse and Morgan Stanley & Co. LLC are also placement agents for CC Neuberger. Morgan Elwyn, Robert Rizzo and Claire James of Willkie Farr & Gallagher LLP are acting as legal counsel to E2open, and Peter Martelli, Lauren M. Colasacco, Peter Seligson, Christian Nagler, Dean Shulman, Ben Schreiner, Vivek Ratnam, Scott Price and Jessica T. Murray of Kirkland & Ellis LLP is acting as legal counsel to CC Neuberger. Continental Stock Transfer & Trust Company acted as transfer agent to CC Neuberger Principal Holdings I. Morrow & Co., LLC acted as proxy solicitor to CC Neuberger Principal Holdings I.