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Cayman Islands*
(Sate or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) |
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98-1526024
(I.R.S. Employer Identification No.) |
|
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Chinh E. Chu
Chief Executive Officer 200 Park Avenue, 58th Floor New York, New York 10166 (212) 355-5515 |
| |
Matthew Skurbe
Chief Financial Officer 200 Park Avenue, 58th Floor New York, New York 10166 (212) 355-5515 |
| |
Douglas Newton
Executive Vice President 200 Park Avenue, 58th Floor New York, New York 10166 (212) 355-5515 |
|
|
Christian O. Nagler, Esq.
Peter Seligson, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
| |
Morgan D. Elwyn
Robert A. Rizzo Claire E. James Willkie Farr and Gallagher LLP 787 Seventh Avenue New York, NY 10019 (212) 728-8000 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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| | | |
Emerging growth company
☒
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| | | | | F-1 | | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | | |
| | | | | F-1 | | | |
| | | | | G-1 | | | |
| | | | | H-1 | | | |
| | | | | I-1 | | | |
| | | | | J-1 | | | |
| | | | | K-1 | | | |
| | | | | L-1 | | |
| | |
Assuming No Redemption
|
| |
Assuming Backstop of
Redemption(1) |
| |
Assuming Maximum
Redemption(2) |
| |||||||||||||||||||||||||||
Equity Capitalization Summary (shares in millions)
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
CCNB1 Shareholders
|
| | | | 41.4 | | | | | | 24.3% | | | | | | 0.0 | | | | | | 0.0% | | | | | | 0.0 | | | | | | 0.0% | | |
NBOKS Backstop
|
| | | | 0.0 | | | | | | 0.0% | | | | | | 30.0 | | | | | | 18.1% | | | | | | 0.0 | | | | | | 0.0% | | |
NBOKS Forward Purchase Agreement(3)
|
| | | | 20.0 | | | | | | 11.7% | | | | | | 20.0 | | | | | | 12.1% | | | | | | 20.0 | | | | | | 13.1% | | |
Founder Shares(4)
|
| | | | 12.9 | | | | | | 7.5% | | | | | | 12.9 | | | | | | 7.8% | | | | | | 12.9 | | | | | | 8.4% | | |
PIPE Investors(5)
|
| | | | 52.0 | | | | | | 30.5% | | | | | | 52.0 | | | | | | 31.4% | | | | | | 52.0 | | | | | | 34.1% | | |
Existing E2open Owners(6)
|
| | | | 44.3 | | | | | | 26.0% | | | | | | 50.7 | | | | | | 30.6% | | | | | | 67.5 | | | | | | 44.3% | | |
Total Class A common stock
|
| | | | 170.6 | | | | | | 100.0% | | | | | | 165.6 | | | | | | 100.0% | | | | | | 152.4 | | | | | | 100.0% | | |
Net Cash Consideration to existing owners of
E2open ($ in millions) |
| | | | 592.5 | | | | | | | | | | | | 478.5 | | | | | | | | | | | | 178.5 | | | | | | | | |
| | |
Assuming No Redemption
|
| |
Assuming Backstop of
Redemption |
| |
Assuming Maximum
Redemption |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| ||||||||||||||||||
Flow-Through Sellers’ noncontrolling interest (shares in millions)
|
| | | | 34.9 | | | | | | 17.0% | | | | | | 40.0 | | | | | | 19.4% | | | | | | 53.2 | | | | | | 25.9% | | |
| | | | | 205.5 | | | | | | | | | | | | 205.5 | | | | | | | | | | | | 205.5 | | | | | | | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
New term loan debt(9)
|
| | | | 525.0 | | | |
Repay E2open debt(5)
|
| | | | 946.8 | | |
Trust Account(1)(4)
|
| | | | 414.0 | | | |
Cash to existing E2open owners
|
| | | | 592.5 | | |
PIPE investment(3)
|
| | | | 520.0 | | | |
Estimated Buyer transaction costs(6)
|
| | | | 45.7 | | |
Forward purchase agreement(2)
|
| | | | 200.0 | | | |
Estimated debt financing costs
|
| | | | 17.3 | | |
| | | | | | | | |
Estimated Seller transaction costs(7)
|
| | | | 40.0 | | |
| | | | | | | | |
Cash to balance sheet
|
| | | | 16.7 | | |
Total Sources
|
| | | | 1,659.0 | | | |
Total Uses
|
| | | | 1,659.0 | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
New term loan debt(9)
|
| | | | 525.0 | | | |
Repay E2open debt(5)
|
| | | | 946.8 | | |
Trust Account(1)(4)
|
| | | | 414.0 | | | |
Cash to existing E2open owners
|
| | | | 478.5 | | |
PIPE investment(3)
|
| | | | 520.0 | | | |
Estimated Buyer transaction costs(6)
|
| | | | 45.7 | | |
Forward purchase agreement(2)
|
| | | | 200.0 | | | |
Estimated debt financing costs
|
| | | | 17.3 | | |
Backstop
|
| | | | 300.0 | | | |
Estimated Seller transaction costs(7)
|
| | | | 40.0 | | |
| | | | | | | | |
Redemption of common shares(8)
|
| | | | 414.0 | | |
| | | | | | | | |
Cash to balance sheet
|
| | | | 16.7 | | |
Total Sources
|
| | | | 1,959.0 | | | |
Total Uses
|
| | | | 1,959.0 | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
New term loan debt(9)
|
| | | | 525.0 | | | |
Repay E2open debt(5)
|
| | | | 946.8 | | |
Trust Account(1)(4)
|
| | | | 414.0 | | | |
Cash to existing E2open owners
|
| | | | 178.5 | | |
PIPE investment(3)
|
| | | | 520.0 | | | |
Estimated Buyer transaction costs(6)
|
| | | | 45.7 | | |
Forward purchase agreement(2)
|
| | | | 200.0 | | | |
Estimated debt financing costs
|
| | | | 17.3 | | |
| | | | | | | | |
Estimated Seller transaction costs(7)
|
| | | | 40.0 | | |
| | | | | | | | |
Redemption of common shares(8)
|
| | | | 414.0 | | |
| | | | | | | | |
Cash to balance sheet
|
| | | | 16.7 | | |
Total Sources
|
| | | | 1,659.0 | | | |
Total Uses
|
| | | | 1,659.0 | | |
| | |
As of
June 30, 2020 (audited) |
| |||
Assets: | | | | | | | |
Current assets: | | | | | | | |
Cash
|
| | | $ | 1,643,079 | | |
Prepaid expenses
|
| | | | 465,063 | | |
Total current assets
|
| | | | 2,108,142 | | |
Investments in money market funds held in Trust Account
|
| | | | 414,028,653 | | |
Total Assets
|
| | | $ | 416,136,795 | | |
Liabilities and Shareholders’ Equity: | | | | | | | |
Current liabilities: | | | | | | | |
Accrued expenses
|
| | | | 217,145 | | |
Accounts payable
|
| | | | 872,438 | | |
Total current liabilities
|
| | | | 1,089,583 | | |
Deferred legal fees
|
| | | | 947,087 | | |
Deferred underwriting commissions
|
| | | | 14,490,000 | | |
Total liabilities
|
| | | $ | 16,526,670 | | |
Commitments: | | | | | | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 39,461,012 shares subject to possible redemption at $10.00 per share, subject to redemption
|
| | | | 394,610,120 | | |
Shareholders’ Equity: | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,938,988 shares
issued and outstanding (excluding 39,461,012 shares subject to possible redemption) |
| | | | 194 | | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 15,350,000 shares
issued and outstanding |
| | | | 1,535 | | |
Additional paid-in capital
|
| | | | 5,164,919 | | |
Accumulated deficit
|
| | | | (166,643) | | |
Total Shareholders’ Equity
|
| | | | 5,000,005 | | |
Total Liabilities and Shareholders’ Equity
|
| | | $ | 416,136,795 | | |
|
| | |
For the
Period from January 14, 2020 (inception) through June 30, 2020 |
| |||
General and administrative expenses
|
| | | $ | 195,296 | | |
Loss from operations
|
| | | | (195,296) | | |
Investment income on Trust Account
|
| | | | 28,653 | | |
Net Loss
|
| | | | (166,643) | | |
Weighted average shares outstanding of Class A ordinary shares
|
| | | | 41,400,000 | | |
Basic and diluted net income per share, Class A
|
| | | $ | 0.00 | | |
Weighted average shares outstanding of Class B ordinary shares
|
| | | | 15,350,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.01) | | |
(in millions)
|
| |
Fiscal Year Ended
February 29, 2020 |
| |
Fiscal Year Ended
February 28, 2019 |
| |
Six Months Ended
August 31, 2020 |
| |
Six Months Ended
August 31, 2019 |
| ||||||||||||
Total revenue
|
| | | $ | 305.1 | | | | | $ | 201.2 | | | | | $ | 164.9 | | | | | $ | 137.2 | | |
Income/(loss) from operations
|
| | | | (41.1) | | | | | | (12.9) | | | | | | 8.8 | | | | | | (29.0) | | |
Net loss
|
| | | | (101.4) | | | | | | (30.1) | | | | | | (41.3) | | | | | | (54.8) | | |
(in millions)
|
| |
As of
February 29, 2020 |
| |
As of
February 28, 2019 |
| |
As of
August 31, 2020 |
| |||||||||
Total current assets
|
| | | $ | 179.8 | | | | | $ | 137.0 | | | | | $ | 130.5 | | |
Total assets
|
| | | $ | 1,440.0 | | | | | $ | 951.1 | | | | | $ | 1,375.6 | | |
Total liabilities
|
| | | $ | 1,225.4 | | | | | $ | 647.9 | | | | | $ | 1,196.9 | | |
Total members’ equity
|
| | | $ | 214.6 | | | | | $ | 303.2 | | | | | $ | 178.7 | | |
Total liabilities and members’ equity
|
| | | $ | 1,440.0 | | | | | $ | 951.1 | | | | | $ | 1,375.6 | | |
| | |
Year Ended February 29,
|
| |
Six Months Ended August 31,
|
| ||||||||||||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Gross profit: | | | | | | | | | | | | | | | | | | | | | | | | | |
Reported gross profit
|
| | |
|
184.0
|
| | | |
|
127.6
|
| | | |
|
104.0
|
| | | |
|
84.6
|
| |
Depreciation and amortization
|
| | | | 25.1 | | | | | | 11.7 | | | | | | 13.4 | | | | | | 10.1 | | |
Adjusted gross profit
|
| | | | 209.1 | | | | | | 139.3 | | | | | | 117.4 | | | | | | 94.7 | | |
Adjusted gross margin
|
| | | | 68.5% | | | | | | 69.2% | | | | | | 71.1% | | | | | | 69.0% | | |
| | |
Year Ended February 29,
|
| |
Six Months Ended August 31,
|
| ||||||||||||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Net loss
|
| | | $ | (101.4) | | | | | $ | (30.1) | | | | | $ | (41.3) | | | | | $ | (54.8) | | |
Adjusted for: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | 66.3 | | | | | | 21.9 | | | | | | 36.0 | | | | | | 26.9 | | |
Income tax expense
|
| | | | (7.3) | | | | | | (8.2) | | | | | | 14.4 | | | | | | (2.0) | | |
Depreciation and amortization of acquired intangible assets
|
| | | | 60.4 | | | | | | 34.3 | | | | | | 33.9 | | | | | | 26.4 | | |
EBITDA
|
| | |
|
18.0
|
| | | |
|
17.9
|
| | | |
|
43.0
|
| | | |
|
(3.5)
|
| |
Non-cash adjustments(1)
|
| | | | — | | | | | | 2.4 | | | | | | — | | | | | | — | | |
Acquisition-related adjustments(2)
|
| | | | 25.0 | | | | | | 15.3 | | | | | | 5.4 | | | | | | 17.5 | | |
Non-recurring/non-operating costs(3)
|
| | | | 6.3 | | | | | | 3.5 | | | | | | 0.5 | | | | | | 2.7 | | |
Unit-based compensation(4)
|
| | | | 19.2 | | | | | | 8.2 | | | | | | 4.3 | | | | | | 12.5 | | |
Adjusted EBITDA
|
| | |
|
68.5
|
| | | |
|
47.3
|
| | | |
|
53.2
|
| | | |
|
29.2
|
| |
Pro forma synergy adjustments(5)
|
| | | | | | | | | | | | | | | | 5.5 | | | | | | | | |
Public company costs(6)
|
| | | | | | | | | | | | | | | | (2.5) | | | | | | | | |
Pro forma adjusted EBITDA
|
| | | | | | | | | | | | | | | | 56.2 | | | | | | | | |
Pro forma adjusted EBITDA margin
|
| | | | | | | | | | | | | | |
|
34.1%
|
| | | | | | | |
| | |
Assuming No Redemption
|
| |
Assuming Backstop of
Redemption(1) |
| |
Assuming Maximum
Redemption(2) |
| |||||||||||||||||||||||||||
Equity Capitalization Summary (shares in millions)
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
CCNB1 Shareholders
|
| | | | 41.4 | | | | | | 24.3% | | | | | | 0.0 | | | | | | 0.0% | | | | | | 0.0 | | | | | | 0.0% | | |
NBOKS Backstop
|
| | | | 0.0 | | | | | | 0.0% | | | | | | 30.0 | | | | | | 18.1% | | | | | | 0.0 | | | | | | 0.0% | | |
NBOKS Forward Purchase Agreement(3)
|
| | | | 20.0 | | | | | | 11.7% | | | | | | 20.0 | | | | | | 12.1% | | | | | | 20.0 | | | | | | 13.1% | | |
Founder Shares(4)
|
| | | | 12.9 | | | | | | 7.5% | | | | | | 12.9 | | | | | | 7.8% | | | | | | 12.9 | | | | | | 8.4% | | |
PIPE Investors(5)
|
| | | | 52.0 | | | | | | 30.5% | | | | | | 52.0 | | | | | | 31.4% | | | | | | 52.0 | | | | | | 34.1% | | |
Existing E2open Owners(6)
|
| | | | 44.3 | | | | | | 26.0% | | | | | | 50.7 | | | | | | 30.6% | | | | | | 67.5 | | | | | | 44.3% | | |
Total Class A common stock
|
| | | | 170.6 | | | | | | 100.0% | | | | | | 165.6 | | | | | | 100.0% | | | | | | 152.4 | | | | | | 100.0% | | |
Net Cash Consideration to existing owners of
E2open ($ in millions) |
| | | | 592.5 | | | | | | | | | | | | 478.5 | | | | | | | | | | | | 178.5 | | | | | | | | |
| | |
Assuming No Redemption
|
| |
Assuming Backstop of
Redemption |
| |
Assuming Maximum
Redemption |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| ||||||||||||||||||
Flow-Through Sellers’ noncontrolling interest (shares in millions)
|
| | | | 34.9 | | | | | | 17.0% | | | | | | 40.0 | | | | | | 19.4% | | | | | | 53.2 | | | | | | 25.9% | | |
| | | | | 205.5 | | | | | | | | | | | | 205.5 | | | | | | | | | | | | 205.5 | | | | | | | | |
Unaudited Pro Forma Condensed
Balance Sheet Data ($ in millions) |
| |
As of June 30,
2020 |
| |
As of August 31,
2020 |
| |
Pro Forma as of June 30, 2020
|
| |||||||||||||||||||||
|
CCNB1
|
| |
E2open
|
| |
No Redemption
|
| |
Backstop
|
| |
Maximum
Redemption |
| |||||||||||||||||
Total current assets
|
| | | | 2.1 | | | | | | 130.5 | | | | | | 149.3 | | | | | | 149.3 | | | | | | 149.3 | | |
Total assets
|
| | | | 416.1 | | | | | | 1,375.6 | | | | | | 2,789.1 | | | | | | 2,789.1 | | | | | | 2,789.6 | | |
Total liabilities
|
| | | | 16.5 | | | | | | 1,196.9 | | | | | | 734.2 | | | | | | 734.2 | | | | | | 734.2 | | |
Total shareholders’ equity
|
| | | | 399.6 | | | | | | 178.7 | | | | | | 1,705.5 | | | | | | 1,655.2 | | | | | | 1,523.0 | | |
Total noncontrolling interest
|
| | | | — | | | | | | — | | | | | | 349.4 | | | | | | 399.7 | | | | | | 531.9 | | |
Unaudited Pro Forma Condensed
Combined Statement of Operations Data ($ in millions) |
| |
From
January 14, 2020 through June 30, 2020 |
| |
For the Six
Months Ended August 31, 2020 |
| |
Pro Forma for the period from Inception through June 30, 2020
|
| |||||||||||||||||||||
|
CCNB1
|
| |
E2open
|
| |
No Redemption
|
| |
Backstop
|
| |
Maximum
Redemption |
| |||||||||||||||||
Total revenue
|
| | | | — | | | | | | 164.9 | | | | | | 108.9 | | | | | | 108.9 | | | | | | 108.9 | | |
Income (loss) from operations
|
| | | | (0.2) | | | | | | 8.8 | | | | | | (66.6) | | | | | | (66.6) | | | | | | (66.6) | | |
Net loss
|
| | | | (0.2) | | | | | | (41.3) | | | | | | (79.9) | | | | | | (80.2) | | | | | | (81.0) | | |
Loss per share (basic)
|
| | | | — | | | | | | N/A | | | | | | (0.39) | | | | | | (0.39) | | | | | | (0.40) | | |
Loss per share (diluted)
|
| | | | — | | | | | | N/A | | | | | | (0.39) | | | | | | (0.39) | | | | | | (0.40) | | |
Unaudited Pro Forma Condensed
Combined Statement of Operations Data ($ in millions) |
| |
For the Year
Ended February 29, 2020 |
| |
For the Period
March 1, 2019 through July 2, 2019 |
| |
Pro Forma for the Year Ended December 31, 2019
|
| |||||||||||||||||||||
| | |
E2open
|
| |
Amber
|
| |
No Redemption
|
| |
Backstop
|
| |
Maximum
Redemption |
| |||||||||||||||
Total revenue
|
| | | | 305.1 | | | | | | 28.2 | | | | | | 224.5 | | | | | | 224.5 | | | | | | 224.5 | | |
Loss from operations
|
| | | | (41.0) | | | | | | (4.0) | | | | | | (249.1) | | | | | | (249.1) | | | | | | (249.1) | | |
Net loss
|
| | | | (101.3) | | | | | | (4.4) | | | | | | (229.3) | | | | | | (230.3) | | | | | | (232.8) | | |
Loss per share (basic)
|
| | | | N/A | | | | | | N/A | | | | | | (1.08) | | | | | | (1.07) | | | | | | (1.07) | | |
Loss per share (diluted)
|
| | | | N/A | | | | | | N/A | | | | | | (1.08) | | | | | | (1.07) | | | | | | (1.07) | | |
| | | | | | | | | | | | | | |
Pro Forma Combined
|
| |||||||||||||||
| | |
CCNB1
|
| |
E2open(2)
|
| |
No Redemption
|
| |
Backstop
|
| |
Maximum
Redemption |
| |||||||||||||||
Book Value per Share as of the last day of June 30, 2020(1)
|
| | | | 9.65 | | | | | | N/A | | | | | | 10.00 | | | | | | 10.00 | | | | | | 10.00 | | |
Weighted average Class A shares outstanding,
basic and diluted |
| | | | 41,400,000 | | | | | | N/A | | | | | | 170,550 | | | | | | 165,550 | | | | | | 152,350 | | |
Weighted average Class B shares outstanding,
basic and diluted |
| | | | 15,350,000 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
As of and for the period from Inception through June 30, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss per Class A share (basic and diluted)
|
| | | | — | | | | | | N/A | | | | | | (0.39) | | | | | | (0.40) | | | | | | (0.40) | | |
Loss per Class B share (basic and diluted)
|
| | | | (0.01) | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
As of and for the twelve months ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss per Class A share (basic and diluted)
|
| | | | N/A | | | | | | N/A | | | | | | (1.08) | | | | | | (1.08) | | | | | | (1.07) | | |
| | | |
Existing
Organizational Documents |
| |
Proposed
Organizational Documents |
|
|
Authorized Shares
(Organizational Documents Proposal 5A) |
| | The Existing Organizational Documents authorize 551,000,000 shares, consisting of 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares and 1,000,000 preference shares. | | | The Proposed Organizational Documents authorize shares, consisting of shares of Class A common stock, shares of Series B-1 common stock, shares of Series B-2 common | |
| | | |
Existing
Organizational Documents |
| |
Proposed
Organizational Documents |
|
| | | | | | | stock, shares of Class V common stock and 1,000,000 shares of Preferred Stock. | |
| | | | See paragraph 5 of our Existing Organizational Documents. | | | See Article 4, subsection 1 of the Certificate of Incorporation. | |
|
Authorize the Company to Make Issuances of Preferred Stock Without Stockholder Consent (Organizational Documents Proposal 5B)
|
| | The Existing Organizational Documents authorize the issuance of 1,000,000 preference shares with such designations, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Organizational Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. | | | The Proposed Organizational Documents authorize the Company Board to make issuances of all or any shares of Preferred Stock in one or more classes or series, with such terms and conditions and at such future dates as may be expressly determined by the Company Board and as may be permitted by the DGCL. | |
| | | | See Article 3.1 of our Existing Organizational Documents. | | | See Article 4, subsection 2 of the Certificate of Incorporation. | |
|
Investor Rights Agreement (Organizational Documents Proposal 5C)
|
| | The Existing Organizational Documents are not subject to any director composition agreement or investor rights agreement. | | | The Proposed Organizational Documents provide that certain provisions therein are subject to the director nomination provisions of the Investor Rights Agreement. | |
| | | | | | | See Article 6, subsection 1 of the Certificate of Incorporation. | |
|
Shareholder/Stockholder Written Consent In Lieu of a Meeting (Organizational Documents Proposal 5D)
|
| | The Existing Organizational Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution. | | | The Proposed Organizational Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but prohibit the ability of stockholders to act by written consent in lieu of a meeting, unless such action is recommended or approved by all directors then in office. | |
| | | | See Article 22 of our Existing Organizational Documents. | | | See Article 7, subsection 1 of the Certificate of Incorporation. | |
|
Classified Board (Organizational Documents Proposal 5E)
|
| |
See Article 27 of our Existing Organizational Documents.
|
| | The Proposed Organizational Documents will provide that the Company Board continue to be divided into three classes with only one class of directors being elected in each year and each class serving for a three-year term. | |
| | | | | | | See Article 6, subsection 1 of the | |
| | | |
Existing
Organizational Documents |
| |
Proposed
Organizational Documents |
|
| | | | | | | Certificate of Incorporation. | |
|
Exclusive Forum (Organizational Documents Proposal 5F)
|
| | The Existing Organizational Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the U.S. federal district courts as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. | |
| | | | | | | See Article 12 of the Certificate of Incorporation. | |
|
Corporate Name (Organizational Documents Proposal 5G)
|
| | The Existing Organizational Documents provide the name of the company is “CC Neuberger Principal Holdings I” | | | The Proposed Organizational Documents will provide that the name of the Company will be “E2open Parent Holdings, Inc.” | |
| | | | See paragraph 1 of our Existing Organizational Documents. | | | See Article 1, subsection 1 of the Certificate of Incorporation. | |
|
Perpetual Existence (Organizational Documents Proposal 5G)
|
| | The Existing Organizational Documents provide that if we do not consummate a business combination (as defined in the Existing Organizational Documents) by April 28, 2022, CCNB1 shall cease all operations except for the purposes of winding up and shall redeem the shares issued in our IPO and liquidate our trust account. | | | The Proposed Organizational Documents do not include any provisions relating to the Company’s ongoing existence; the default under the DGCL will make the Company’s existence perpetual. | |
| | | | See Article 49.7 of our Existing Organizational Documents. | | | This is the default rule under the DGCL. | |
|
Takeovers by Interested Stockholders (Organizational Documents Proposal 5G)
|
| | The Existing Organizational Documents do not provide restrictions on takeovers of CCNB1 by a related shareholder, following a business combination. | | | The Proposed Organizational Documents will have the Company elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but will provide other restrictions regarding takeovers by interested stockholders. | |
|
Provisions Related to Status as Blank Check Company
(Organizational Documents Proposal 5G) |
| | The Existing Organizational Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. | | | The Proposed Organizational Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. | |
| | | | See Article 49 of our Existing Organizational Documents. | | | | |
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
|
Applicable legislation
|
| | General Corporation Law of the State of Delaware. | | | The Companies Law ((2020) Revision). | |
|
General Vote Required for Combinations with Interested Stockholders/Shareholders
|
| | Generally a corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder, unless the corporation opts out of the statutory provision. | | | No Similar Provision. | |
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
|
Appraisal Rights
|
| | Generally a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. Stockholders of a publicly traded corporation do, however, generally have appraisal rights in connection with a merger if they are required by the terms of a Business Combination Agreement to accept for their shares anything except: (a) shares or depository receipts of the corporation surviving or resulting from such merger; (b) shares of stock or depository receipts that will be either listed on a national securities exchange or held of record by more than 2.000 holders; (c) cash in lieu of fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in (a), (b) and (c) above. | | | Shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
|
Requirements for Stockholder/ Shareholder Approval
|
| | Subject to the certificate of incorporation, stockholder approval of mergers, a sale of all or substantially all the assets of the corporation, dissolution and amendments of constitutional documents require a majority of outstanding shares; most other stockholder approvals require a majority of those present and voting, provided a quorum is present. | | | Subject to the articles of association, matters which require shareholder approval, whether under Cayman Islands statute or the company’s articles of association, are determined (subject to quorum requirements) by simple majority of the shares stockholder approvals require a majority of those present and voting, provided a quorum is present, present and voting at a meeting. Where the proposed action requires approval by “Special Resolution” (such as the amendment of the company’s constitutional documents) the approval of not less than two-thirds of the shares present and voting at a meeting is required, subject to any additional higher thresholds that may be included in an entity’s articles of association. | |
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
|
Requirement for Quorum
|
| | Quorum is a majority of shares entitled to vote at the meeting unless otherwise set in the constitutional documents, but cannot be less than one third of shares entitled to vote at the meeting. | | | Quorum is set in the company’s memorandum and articles of association. | |
|
Stockholder/Shareholder Consent to Action Without Meeting
|
| | Unless otherwise provided in the certificate of incorporation, stockholders may act by written consent. | | | Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions. | |
|
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
|
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements. | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company only in certain limited circumstances. | |
|
Removal of Directors
|
| | Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the charter otherwise provides, in the case of a corporation with a classified board, stockholders may effect such removal only for cause; or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board. Because the corporation board will be classified after the Closing, a director may be removed from | | | A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director. | |
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
| | | | office only for cause and only by the affirmative vote of at least a majority of the total voting power of the outstanding shares of capital stock of the corporation entitled to vote in any annual election of directors or class of directors, voting together as a single class. | | | | |
|
Number of Directors
|
| | The number of directors is fixed by the Bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The Bylaws may provide that the board may increase the size of the board and fill any vacancies. | | | Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies. | |
|
Classified or Staggered Boards
|
| | Classified boards are permitted. | | | Classified boards are permitted. | |
|
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | | A director owes a fiduciary duty to exercise loyalty, honesty and good faith to the company as a whole. | |
| | | | | | | In addition to fiduciary duties, directors owe a duty of care, diligence and skill. | |
| | | | | | | Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances. | |
|
Indemnification of Directors and Officers
|
| | A corporation shall have the power to indemnify any person who was or is a party to any proceeding because such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and. with respect to any criminal proceeding, had no | | | A Cayman Islands exempted company generally may indemnify its directors or officers, except with regard to fraud or willful default. | |
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
| | | | reasonable cause to believe their conduct was unlawful. If the action was brought by or on behalf of the corporation, no indemnification is made when a person is adjudged liable to the corporation unless a court determines such person is fairly and reasonably entitled to indemnity for expenses the court deems proper. | | | | |
|
Limited Liability of Directors
|
| | Permits the limiting or eliminating of the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful stock repurchases or dividends, or improper personal benefit. | | | Liability of directors may be limited, except with regard to their own fraud or willful default. | |
|
Delaware Certificate of Incorporation and Bylaws
|
| |
Cayman Islands Amended and Restated Memorandum and
Articles of Association |
|
|
Corporate Purpose
|
| |||
| The purpose shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL. | | | The objects for which CCNB1 was established are unrestricted and it shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands. | |
|
Capital Stock
|
| |||
| The total number of shares of all classes of capital stock which the Company shall have authority to issue is of which shares shall be Class A common stock, par value $0.0001 per share, shares shall be Series B-1 common stock, par value $0.0001 per share, shares shall be Series B-2 common stock, par value $0.0001 per | | | CCNB1’s authorized share capital is $55,100, which consists of 551,000,000 shares, consisting of 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share and 1,000,000 preference shares, par value $0.0001 per share. | |
|
Delaware Certificate of Incorporation and Bylaws
|
| |
Cayman Islands Amended and Restated Memorandum and
Articles of Association |
|
|
Amendments to the Governing Documents
|
| |||
| The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to, or repeal the Bylaws. | | | The Amended and Restated Memorandum and Articles of Association may only be amended by a special resolution of the shareholders. | |
| The affirmative vote of the holders of at least 662∕3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, repeat or rescind, in whole or in part, any provision of Article I, Article II or Article IV of the Bylaws of the Company, or to adopt any provision inconsistent therewith and. with respect to any other provision of the Bylaws, the affirmative vote of the holders of at least a majority of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders of the Company to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws of the Company, or to adopt any provision inconsistent therewith. | | | | |
| Certain provisions of the Certificate of Incorporation may only be amended, altered, repealed, or rescinded by the affirmative vote of the holders of at least 662∕3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class. | | | | |
|
Authority of the Directors
|
| |||
| The directors are empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company; subject, nevertheless, to the provisions of the statutes of Delaware, of the Certificate of Incorporation, and to any Bylaws from time to time made by the stockholders; provided, however, that no Bylaw so made shall invalidate any prior act of the directors which would have been valid if such Bylaw had not been made. | | | The business shall be managed by the Directors who may exercise all the powers of the company. | |
|
Liability of Directors
|
| |||
| A director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which | | | Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. The Amended and Restated Memorandum and Articles of | |
|
Delaware Certificate of Incorporation and Bylaws
|
| |
Cayman Islands Amended and Restated Memorandum and
Articles of Association |
|
| current or former director, officer, other employee, agent or stockholder of the Company (a) arising pursuant to any provision of the DGCL. the Certificate of Incorporation (as it may be amended or restated) or the Bylaws or (b) as to which the DGCL confers jurisdiction on the Delaware Court of Chancery or (iv) any action asserting a claim against the Company or any current or former director, officer, other employee, agent or stockholder of the Company governed by the internal affairs doctrine of the law of the State of Delaware shall, as to any action in the foregoing clauses (i) through (iv), to the fullest extent permitted by law. be solely and exclusively brought in the Delaware Court of Chancery; provided, Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (c) arising under federal securities laws, including the Securities Act as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum. Notwithstanding the foregoing, the provisions of Article XII of the Certificate of Incorporation will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. | | | | |
|
Business Opportunities
|
| |||
| The Company renounces any interest or expectancy that it has in, or right to be offered an opportunity to participate in. any business opportunities that may be a corporate opportunity for its directors or their respective affiliates, other than those officers, directors, stockholders or affiliates who are our employees. Non-employee directors or his or her affiliates have no duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which the Company or its affiliates now engage or propose to engage or (ii) otherwise competing with the Company or its affiliates. In the event that any non-employee director or any of his or her affiliates acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or herself or its or his or her affiliates or for the | | | The Company renounces any interest or expectancy that it has in, or right to be offered an opportunity to participate in. any business opportunities that may be a corporate opportunity for both the Company and its management. | |
|
Delaware Certificate of Incorporation and Bylaws
|
| |
Cayman Islands Amended and Restated Memorandum and
Articles of Association |
| | ||
| Company or its affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to the Company or any of its affiliates and they may take any such opportunity for themselves or offer it to another person or entity. The Company does not renounce its interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of the Company. A business opportunity will not be deemed to be a potential corporate opportunity for the Company if it is a business opportunity that (i) the Company is neither financially or legally, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company, (iii) is one in which the Company has no interest or expectancy or (iv) is presented to any account for the benefit of a member of the Board or such member’s Affiliate over which such member of the Board has no direct or indirect influence or control, including, but not limited to, a blind trust. | | | | | | ||
|
Transactions with Certain Stockholders/Shareholders
|
| | | | |||
| The Company has elected not to be subject to provisions Section 203 of the DGCL, which generally prohibits “interested stockholders” (stockholders holding 15% or more of the outstanding stock) from engaging in business combinations with the Company for a period of time unless certain conditions are met. However, the Certificate of Incorporation includes a provision that is substantially similar to Section 203 of the DGCL, but excludes certain stockholders as specified in the Investor Rights Agreement from the definition of “interested stockholder.” | | | No Similar Provision. | | |
| | |
Fiscal Year,
|
| |||||||||
($ in millions)
|
| |
2021
|
| |
2022
|
| ||||||
Subscription
|
| | | $ | 280 | | | | | $ | 305 | | |
Professional Services
|
| | | | 55 | | | | | | 62 | | |
Total Revenue
|
| | | $ | 335 | | | | | $ | 367 | | |
Subscription Growth %
|
| | | | 15% | | | | | | 9% | | |
Total Growth %
|
| | | | 10% | | | | | | 10% | | |
Subscription % Total Revenue
|
| | | | 83% | | | | | | 83% | | |
Subscription
|
| | | $ | 227 | | | | | $ | 248 | | |
Professional Services
|
| | | | 15 | | | | | | 20 | | |
Total Adjusted Gross Profit(1)
|
| | | $ | 242 | | | | | $ | 268 | | |
Subscription Margin %
|
| | | | 81% | | | | | | 81% | | |
Service Margin %
|
| | |
|
27%
|
| | | |
|
33%
|
| |
Overall Margin %
|
| | | | 72% | | | | | | 73% | | |
Subscription % Total Adj. Gross Profit
|
| | | | 94% | | | | | | 92% | | |
Adjusted EBITDA
|
| | | $ | 104 | | | | | $ | 126 | | |
(-) Public Company Expenses
|
| | | | (5) | | | | | | (5) | | |
(+) Acquisition Synergies
|
| | | | 6 | | | | | | — | | |
Pro Forma Adj. EBITDA(2)
|
| | | $ | 105 | | | | | $ | 121 | | |
Margin %
|
| | | | 31% | | | | | | 33% | | |
| | | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
|
Corporate Name (Organizational Documents Proposal 5G)
|
| | The Existing Organizational Documents provide the name of the company is “CC Neuberger Principal Holdings I” | | | The Proposed Organizational Documents will provide that the name of the Company will be “E2open Parent Holdings, Inc.” | |
| | | | See paragraph 1 of our Existing Organizational Documents. | | | See Article 1, subsection 1 of the Certificate of Incorporation. | |
|
Perpetual Existence (Organizational Documents Proposal 5G)
|
| | The Existing Organizational Documents provide that if we do not consummate a business combination (as defined in the Existing Organizational Documents) by April 28, 2022, CCNB1 shall cease all operations except for the purposes of winding up and shall redeem the shares issued in our IPO and liquidate our trust account. | | | The Proposed Organizational Documents do not include any provisions relating to the Company’s ongoing existence; the default under the DGCL will make the Company’s existence perpetual. | |
| | | | See Article 49.7 of our Existing Organizational Documents. | | |
This is the default rule under the DGCL.
|
|
|
Takeovers by Interested Stockholders
(Organizational Documents Proposal 5G) |
| | The Existing Organizational Documents do not provide restrictions on takeovers of CCNB1 by a related shareholder following a business combination. | | |
The Proposed Organizational Documents will have the Company elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but will provide other restrictions regarding takeovers by interested stockholders.
See Article 9, subsection 1 of the Certificate of Incorporation.
|
|
|
Provisions Related to Status as Blank Check Company
(Organizational Documents Proposal 5G) |
| | The Existing Organizational Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. | | | The Proposed Organizational Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. | |
| | | | See Article 49 of our Existing Organizational Documents. | | | | |
| | |
Assuming No Redemption
|
| |
Assuming Backstop of
Redemption (1) |
| |
Assuming Maximum
Redemption (2) |
| |||||||||||||||||||||||||||
Equity Capitalization Summary (shares in millions)
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
CCNB1 Shareholders
|
| | | | 41.4 | | | | | | 24.3% | | | | | | 0.0 | | | | | | 0.0% | | | | | | 0.0 | | | | | | 0.0% | | |
NBOKS Backstop
|
| | | | 0.0 | | | | | | 0.0% | | | | | | 30.0 | | | | | | 18.1% | | | | | | 0.0 | | | | | | 0.0% | | |
NBOKS Forward Purchase Agreement(3)
|
| | | | 20.0 | | | | | | 11.7% | | | | | | 20.0 | | | | | | 12.1% | | | | | | 20.0 | | | | | | 13.1% | | |
Founder Shares(4)
|
| | | | 12.9 | | | | | | 7.5% | | | | | | 12.9 | | | | | | 7.8% | | | | | | 12.9 | | | | | | 8.4% | | |
PIPE Investors(5)
|
| | | | 52.0 | | | | | | 30.5% | | | | | | 52.0 | | | | | | 31.4% | | | | | | 52.0 | | | | | | 34.1% | | |
Existing E2open Owners(6)
|
| | | | 44.3 | | | | | | 26.0% | | | | | | 50.7 | | | | | | 30.6% | | | | | | 67.5 | | | | | | 44.3% | | |
Total Class A common stock
|
| | | | 170.6 | | | | | | 100.0% | | | | | | 165.6 | | | | | | 100.0% | | | | | | 152.4 | | | | | | 100.0% | | |
Net Cash Consideration to existing owners of
E2open ($ in millions) |
| | | | 592.5 | | | | | | | | | | | | 478.5 | | | | | | | | | | | | 178.5 | | | | | | | | |
| | |
Assuming No Redemption
|
| |
Assuming Backstop of
Redemption |
| |
Assuming Maximum
Redemption |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
Flow-Through Sellers’ noncontrolling interest (shares in millions)
|
| | | | 34.9 | | | | | | 17.0% | | | | | | 40.0 | | | | | | 19.4% | | | | | | 53.2 | | | | | | 25.9% | | |
| | | | | 205.5 | | | | | | | | | | | | 205.5 | | | | | | | | | | | | 205.5 | | | | | | | | |
| | |
Historical Financials
|
| |
Transaction
Accounting Adjustments (assuming No Redemptions) |
| | | | | | | |
Pro Forma
Combined (assuming No Redemptions) |
| |
Transaction
Accounting Adjustments (assuming Backstop) |
| | | | | | | |
Pro Forma
Combined (assuming Backstop) |
| |
Transaction
Accounting Adjustments (assuming Maximum Redemption) |
| | | | | | | |
Pro Forma
Combined (assuming Maximum Redemption) |
| |||||||||||||||||||||||||||
($ in millions)
|
| |
CCNB1
(Historical as of 6/30/20) |
| |
E2open
(Historical as of 8/31/20) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash and equivalents
|
| | | | 1.6 | | | | | | 19.8 | | | | | | 16.7 | | | | |
|
A
|
| | | | | 38.2 | | | | | | — | | | | |
|
K
|
| | | | | 38.2 | | | | | | — | | | | |
|
L
|
| | | | | 38.2 | | |
Restricted cash
|
| | | | — | | | | | | 42.1 | | | | | | — | | | | | | | | | | | | 42.1 | | | | | | — | | | | | | | | | | | | 42.1 | | | | | | — | | | | | | | | | | | | 42.1 | | |
Accounts receivable, net
|
| | | | — | | | | | | 53.0 | | | | | | — | | | | | | | | | | | | 53.0 | | | | | | — | | | | | | | | | | | | 53.0 | | | | | | — | | | | | | | | | | | | 53.0 | | |
Prepaids and other current assets
|
| | | | 0.5 | | | | | | 15.6 | | | | | | — | | | | | | | | | | | | 16.1 | | | | | | — | | | | | | | | | | | | 16.1 | | | | | | — | | | | | | | | | | | | 16.1 | | |
Current assets
|
| | | | 2.1 | | | | | | 130.5 | | | | | | 16.7 | | | | | | | | | | | | 149.3 | | | | | | — | | | | | | | | | | | | 149.3 | | | | | | — | | | | | | | | | | | | 149.3 | | |
Cash and investments held in
Trust Account |
| | | | 414.0 | | | | |
|
—
|
| | | | | (414.0) | | | | |
|
B
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Long-term investments
|
| | | | — | | | | | | 0.2 | | | | | | — | | | | | | | | | | | | 0.2 | | | | | | — | | | | | | | | | | | | 0.2 | | | | | | — | | | | | | | | | | | | 0.2 | | |
Goodwill
|
| | | | — | | | | | | 752.8 | | | | | | 932.9 | | | | |
|
C
|
| | | | | 1,685.6 | | | | | | — | | | | | | | | | | | | 1,685.6 | | | | | | 0.5 | | | | | | | | | | | | 1,686.1 | | |
Intangible assets, net
|
| | | | — | | | | | | 440.1 | | | | | | 461.9 | | | | |
|
C
|
| | | | | 902.0 | | | | | | — | | | | | | | | | | | | 902.0 | | | | | | — | | | | | | | | | | | | 902.0 | | |
Property and equipment, net
|
| | | | — | | | | | | 37.6 | | | | | | — | | | | | | | | | | | | 37.6 | | | | | | — | | | | | | | | | | | | 37.6 | | | | | | — | | | | | | | | | | | | 37.6 | | |
Other noncurrent assets
|
| | | | — | | | | | | 14.3 | | | | | | — | | | | | | | | | | | | 14.3 | | | | | | — | | | | | | | | | | | | 14.3 | | | | | | — | | | | | | | | | | | | 14.3 | | |
Non-current assets
|
| | | | 414.0 | | | | | | 1,245.0 | | | | | | 980.7 | | | | | | | | | | | | 2,639.8 | | | | | | — | | | | | | | | | | | | 2,639.8 | | | | | | 0.5 | | | | | | | | | | | | 2,640.3 | | |
Total assets
|
| | | | 416.1 | | | | | | 1,375.6 | | | | | | 997.4 | | | | | | | | | | | | 2,789.1 | | | | | | — | | | | | | | | | | | | 2,789.1 | | | | | | 0.5 | | | | | | | | | | | | 2,789.6 | | |
Accounts payable and accrued liabilities
|
| | | | 1.1 | | | | | | 44.5 | | | | | | (0.1) | | | | |
|
D
|
| | | | | 45.5 | | | | | | — | | | | | | | | | | | | 45.5 | | | | | | — | | | | | | | | | | | | 45.5 | | |
Incentive program payable
|
| | | | — | | | | | | 42.1 | | | | | | — | | | | | | | | | | | | 42.1 | | | | | | — | | | | | | | | | | | | 42.1 | | | | | | — | | | | | | | | | | | | 42.1 | | |
Deferred revenue
|
| | | | — | | | | | | 108.8 | | | | | | (41.7) | | | | |
|
E
|
| | | | | 67.1 | | | | | | — | | | | | | | | | | | | 67.1 | | | | | | — | | | | | | | | | | | | 67.1 | | |
Acquisition-related obligations
|
| | | | — | | | | | | 2.0 | | | | | | — | | | | | | | | | | | | 2.0 | | | | | | — | | | | | | | | | | | | 2.0 | | | | | | — | | | | | | | | | | | | 2.0 | | |
Current portion of notes payable and capital lease obligations
|
| | | | — | | | | | | 51.8 | | | | | | (40.7) | | | | |
|
D
|
| | | | | 11.1 | | | | | | — | | | | | | | | | | | | 11.1 | | | | | | — | | | | | | | | | | | | 11.1 | | |
Current liabilities
|
| | | | 1.1 | | | | | | 249.2 | | | | | | (82.4) | | | | | | | | | | | | 167.8 | | | | | | — | | | | | | | | | | | | 167.8 | | | | | | — | | | | | | | | | | | | 167.8 | | |
Long term deferred revenue
|
| | | | — | | | | | | 3.4 | | | | | | (1.3) | | | | |
|
E
|
| | | | | 2.1 | | | | | | — | | | | | | | | | | | | 2.1 | | | | | | — | | | | | | | | | | | | 2.1 | | |
Tax receivable agreement
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
F
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Notes payable and capital lease obligations
|
| | | | — | | | | | | 891.2 | | | | | | (380.0) | | | | |
|
D
|
| | | | | 511.2 | | | | | | — | | | | | | | | | | | | 511.2 | | | | | | — | | | | | | | | | | | | 511.2 | | |
Deferred tax liability
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
H
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other noncurrent liabilities
|
| | | | 15.4 | | | | | | 53.1 | | | | | | (15.4) | | | | |
|
G
|
| | | | | 53.1 | | | | | | — | | | | | | | | | | | | 53.1 | | | | | | — | | | | | | | | | | | | 53.1 | | |
Non-current liabilities
|
| | | | 15.4 | | | | | | 947.7 | | | | | | (396.7) | | | | | | | | | | | | 566.4 | | | | | | — | | | | | | | | | | | | 566.4 | | | | | | — | | | | | | | | | | | | 566.4 | | |
Total liabilities
|
| | | | 16.5 | | | | | | 1,196.9 | | | | | | (479.1) | | | | | | | | | | | | 734.2 | | | | | | — | | | | | | | | | | | | 734.2 | | | | | | — | | | | | | | | | | | | 734.2 | | |
Common stock ($0.00001 par
value) |
| | | | 0.0 | | | | | | — | | | | | | 0.0 | | | | |
|
I
|
| | | | | 0.0 | | | | | | — | | | | | | | | | | | | 0.0 | | | | | | — | | | | | | | | | | | | 0.0 | | |
Additional paid-in capital
|
| | | | 399.8 | | | | | | 439.8 | | | | | | 937.2 | | | | |
|
I
|
| | | | | 1,776.8 | | | | | | (50.3) | | | | |
|
K
|
| | | | | 1,726.5 | | | | | | (132.2) | | | | |
|
L
|
| | | | | 1,594.3 | | |
Accumulated deficit
|
| | | | (0.2) | | | | | | (259.8) | | | | | | 188.7 | | | | |
|
I
|
| | | | | (71.3) | | | | | | — | | | | | | | | | | | | (71.3) | | | | | | — | | | | | | | | | | | | (71.3) | | |
Accumulated other comprehensive income
|
| | | | — | | | | | | (1.2) | | | | | | 1.2 | | | | |
|
I
|
| | | | | (0.0) | | | | | | — | | | | | | | | | | | | (0.0) | | | | | | — | | | | | | | | | | | | (0.0) | | |
Total shareholders’ equity
|
| | | | 399.6 | | | | | | 178.7 | | | | | | 1,127.1 | | | | | | | | | | | | 1,705.5 | | | | | | (50.3) | | | | | | | | | | | | 1,655.2 | | | | | | (132.2) | | | | | | | | | | | | 1,523.0 | | |
Noncontrolling interest
|
| | | | — | | | | | | — | | | | | | 349.4 | | | | |
|
J
|
| | | | | 349.4 | | | | | | 50.3 | | | | |
|
K
|
| | | | | 399.7 | | | | | | 132.2 | | | | |
|
L
|
| | | | | 531.9 | | |
Total equity
|
| | | | 399.6 | | | | | | 178.7 | | | | | | 1,476.5 | | | | | | | | | | | | 2,054.9 | | | | | | — | | | | | | | | | | | | 2,054.9 | | | | | | — | | | | | | | | | | | | 2,054.9 | | |
Total liabilities & equity
|
| | | | 416.1 | | | | | | 1,375.6 | | | | | | 997.4 | | | | | | | | | | | | 2,789.1 | | | | | | — | | | | | | | | | | | | 2,789.1 | | | | | | — | | | | | | | | | | | | 2,789.1 | | |
|
| | |
Historical Financials
|
| |
Transaction
Accounting Adjustments (assuming No Redemptions) |
| | | | | | | |
Pro Forma
Combined (assuming No Redemptions) |
| |
Transaction
Accounting Adjustments (assuming Backstop) |
| | | | | | | |
Pro Forma
Combined (assuming Backstop) |
| |
Transaction
Accounting Adjustments (assuming Maximum Redemption) |
| | | | | | | |
Pro Forma
Combined (assuming Maximum Redemption) |
| |||||||||||||||||||||||||||
($ in millions)
|
| |
CCNB1
(Historical from 1/14/20 through 6/30/20) |
| |
E2open
(Historical from 3/1/20 through 8/31/20) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | | | | | — | | | | | | 164.9 | | | | | | (56.0) | | | | | | AA | | | | | | 108.9 | | | | | | — | | | | | | | | | | | | 108.9 | | | | | | — | | | | | | | | | | | | 108.9 | | |
Cost of Revenue
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscriptions
|
| | | | — | | | | | | 29.0 | | | | | | — | | | | | | | | | | | | 29.0 | | | | | | — | | | | | | | | | | | | 29.0 | | | | | | — | | | | | | | | | | | | 29.0 | | |
Professional services and other
|
| | | | — | | | | | | 21.4 | | | | | | — | | | | | | | | | | | | 21.4 | | | | | | — | | | | | | | | | | | | 21.4 | | | | | | — | | | | | | | | | | | | 21.4 | | |
Amortization of
acquired intangible assets |
| | | | — | | | | | | 10.5 | | | | | | 7.9 | | | | |
|
BB
|
| | | | | 18.5 | | | | | | — | | | | | | | | | | | | 18.5 | | | | | | — | | | | | | | | | | | | 18.5 | | |
Total cost of revenue
|
| | | | — | | | | | | 60.9 | | | | | | 7.9 | | | | | | | | | | | | 68.8 | | | | | | — | | | | | | | | | | | | 68.8 | | | | | | — | | | | | | | | | | | | 68.8 | | |
Gross Profit
|
| | | | — | | | | | | 104.0 | | | | | | (63.9) | | | | | | | | | | | | 40.1 | | | | | | — | | | | | | | | | | | | 40.1 | | | | | | — | | | | | | | | | | | | 40.1 | | |
Operating Expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | — | | | | | | 29.0 | | | | | | — | | | | | | | | | | | | 29.0 | | | | | | — | | | | | | | | | | | | 29.0 | | | | | | — | | | | | | | | | | | | 29.0 | | |
Sales and marketing
|
| | | | — | | | | | | 24.3 | | | | | | — | | | | | | | | | | | | 24.3 | | | | | | — | | | | | | | | | | | | 24.3 | | | | | | — | | | | | | | | | | | | 24.3 | | |
General and administrative
|
| | | | 0.2 | | | | | | 19.6 | | | | | | — | | | | | | | | | | | | 19.8 | | | | | | — | | | | | | | | | | | | 19.8 | | | | | | — | | | | | | | | | | | | 19.8 | | |
Acquisition-related expenses
|
| | | | — | | | | | | 5.4 | | | | | | (0.7) | | | | |
|
CC
|
| | | | | 4.7 | | | | | | — | | | | | | | | | | | | 4.7 | | | | | | — | | | | | | | | | | | | 4.7 | | |
Amortization of
acquired intangible assets |
| | | | — | | | | | | 16.9 | | | | | | 12.0 | | | | |
|
BB
|
| | | | | 28.9 | | | | | | — | | | | | | | | | | | | 28.9 | | | | | | — | | | | | | | | | | | | 28.9 | | |
Total operating expenses
|
| | | | 0.2 | | | | | | 95.2 | | | | | | 11.3 | | | | | | | | | | | | 106.7 | | | | | | — | | | | | | | | | | | | 106.7 | | | | | | — | | | | | | | | | | | | 106.7 | | |
Income (loss) from operations
|
| | | | (0.2) | | | | | | 8.8 | | | | | | (75.2) | | | | | | | | | | | | (66.6) | | | | | | — | | | | | | | | | | | | (66.6) | | | | | | — | | | | | | | | | | | | (66.6) | | |
Interest and other expense, net
|
| | | | 0.0 | | | | | | (35.7) | | | | | | 26.8 | | | | |
|
DD
|
| | | | | (8.9) | | | | | | — | | | | | | | | | | | | (8.9) | | | | | | — | | | | | | | | | | | | (8.9) | | |
Total other expenses
|
| | | | 0.0 | | | | | | (35.7) | | | | | | 26.8 | | | | | | | | | | | | (8.9) | | | | | | — | | | | | | | | | | | | (8.9) | | | | | | — | | | | | | | | | | | | (8.9) | | |
Loss before income tax benefit
|
| | | | (0.2) | | | | | | (26.9) | | | | | | (48.4) | | | | | | | | | | | | (75.5) | | | | | | — | | | | | | | | | | | | (75.5) | | | | | | — | | | | | | | | | | | | (75.5) | | |
Income tax expense (benefit)
|
| | | | — | | | | | | 14.4 | | | | | | (10.0) | | | | |
|
EE
|
| | | | | 4.4 | | | | | | 0.3 | | | | |
|
EE
|
| | | | | 4.7 | | | | | | 0.8 | | | | |
|
EE
|
| | | | | 5.5 | | |
Net loss
|
| | | | (0.2) | | | | | | (41.2) | | | | | | (38.4) | | | | | | | | | | | | (79.9) | | | | | | (0.3) | | | | | | | | | | | | (80.2) | | | | | | (0.8) | | | | | | | | | | | | (81.0) | | |
Net loss attributable to noncontrolling interest
|
| | | | — | | | | | | — | | | | | | (12.8) | | | | |
|
FF
|
| | | | | (12.8) | | | | | | (1.8) | | | | |
|
FF
|
| | | | | (14.7) | | | | | | (4.9) | | | | |
|
FF
|
| | | | | (19.5) | | |
Net loss attributable to controlling interest
|
| | | | (0.2) | | | | | | (41.2) | | | | | | (25.6) | | | | |
|
FF
|
| | | | | (67.0) | | | | | | 1.8 | | | | |
|
FF
|
| | | | | (65.5) | | | | | | 4.1 | | | | |
|
FF
|
| | | | | (61.5) | | |
Earnings per share (Note 6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares
outstanding, basic |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 170.6 | | | | | | | | | | | | | | | | | | 165.6 | | | | | | | | | | | | | | | | | | 152.4 | | |
Loss per share (basic)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (0.39) | | | | | | | | | | | | | | | | | | (0.39) | | | | | | | | | | | | | | | | | | (0.40) | | |
Weighted average shares
outstanding, diluted |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 170.6 | | | | | | | | | | | | | | | | | | 165.6 | | | | | | | | | | | | | | | | | | 152.4 | | |
Loss per share (diluted)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (0.39) | | | | | | | | | | | | | | | | | | (0.39) | | | | | | | | | | | | | | | | | | (0.40) | | |
| | |
Historical Financials
|
| |
Transaction
Accounting Adjustments (assuming No Redemptions) |
| | | | | | | |
Pro Forma
Combined (assuming No Redemptions) |
| |
Transaction
Accounting Adjustments (assuming Backstop) |
| | | | | | | |
Pro Forma
Combined (assuming Backstop) |
| |
Transaction
Accounting Adjustments (assuming Maximum Redemption) |
| | | | | | | |
Pro Forma
Combined (assuming Maximum Redemption) |
| |||||||||||||||||||||||||||||||||
($ in millions)
|
| |
E2open
(Historical from 3/1/19 through 2/29/20) |
| |
Amber
(Historical from 3/1/19 through 7/2/19, Note 4) |
| |
E2open
Combined (Historical 3/1/19 through 2/29/20) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | | | | | 305.1 | | | | | | 28.2 | | | | | | 333.3 | | | | | | (108.8) | | | | | | AA | | | | | | 224.5 | | | | | | — | | | | | | | | | | | | 224.5 | | | | | | — | | | | | | | | | | | | 224.5 | | |
Cost of Revenue
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscriptions
|
| | | | 59.1 | | | | | | 6.8 | | | | | | 65.9 | | | | | | — | | | | | | | | | | | | 65.9 | | | | | | — | | | | | | | | | | | | 65.9 | | | | | | — | | | | | | | | | | | | 65.9 | | |
Professional services and other
|
| | | | 42.4 | | | | | | 4.7 | | | | | | 47.1 | | | | | | — | | | | | | | | | | | | 47.1 | | | | | | — | | | | | | | | | | | | 47.1 | | | | | | — | | | | | | | | | | | | 47.1 | | |
Amortization of acquired intangible assets
|
| | | | 19.5 | | | | | | 0.3 | | | | | | 19.8 | | | | | | 17.1 | | | | |
|
BB
|
| | | | | 36.9 | | | | | | — | | | | | | | | | | | | 36.9 | | | | | | — | | | | | | | | | | | | 36.9 | | |
Total cost of revenue
|
| | | | 121.0 | | | | | | 11.8 | | | | | | 132.8 | | | | | | 17.1 | | | | | | | | | | | | 149.9 | | | | | | — | | | | | | | | | | | | 149.9 | | | | | | — | | | | | | | | | | | | 149.9 | | |
Gross Profit
|
| | | | 184.1 | | | | | | 16.4 | | | | | | 200.5 | | | | | | (125.9) | | | | | | | | | | | | 74.6 | | | | | | — | | | | | | | | | | | | 74.6 | | | | | | — | | | | | | | | | | | | 74.6 | | |
Operating Expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 61.9 | | | | | | 5.8 | | | | | | 67.7 | | | | | | — | | | | | | | | | | | | 67.7 | | | | | | — | | | | | | | | | | | | 67.7 | | | | | | — | | | | | | | | | | | | 67.7 | | |
Sales and marketing
|
| | | | 53.6 | | | | | | 7.7 | | | | | | 61.3 | | | | | | — | | | | | | | | | | | | 61.3 | | | | | | — | | | | | | | | | | | | 61.3 | | | | | | — | | | | | | | | | | | | 61.3 | | |
General and administrative
|
| | | | 51.8 | | | | | | 5.4 | | | | | | 57.2 | | | | | | — | | | | | | | | | | | | 57.2 | | | | | | — | | | | | | | | | | | | 57.2 | | | | | | — | | | | | | | | | | | | 57.2 | | |
Acquisition-related expenses
|
| | | | 26.7 | | | | | | 1.5 | | | | | | 28.2 | | | | | | 51.4 | | | | |
|
CC
|
| | | | | 79.6 | | | | | | — | | | | | | | | | | | | 79.6 | | | | | | — | | | | | | | | | | | | 79.6 | | |
Amortization of acquired intangible assets
|
| | | | 31.1 | | | | | | — | | | | | | 31.1 | | | | | | 26.8 | | | | |
|
BB
|
| | | | | 57.9 | | | | | | — | | | | | | | | | | | | 57.9 | | | | | | — | | | | | | | | | | | | 57.9 | | |
Total operating expenses
|
| | | | 225.1 | | | | | | 20.4 | | | | | | 245.5 | | | | | | 78.2 | | | | | | | | | | | | 323.7 | | | | | | — | | | | | | | | | | | | 323.7 | | | | | | — | | | | | | | | | | | | 323.7 | | |
Income (loss) from operations
|
| | | | (41.0) | | | | | | (4.0) | | | | | | (45.0) | | | | | | (204.1) | | | | | | | | | | | | (249.1) | | | | | | — | | | | | | | | | | | | (249.1) | | | | | | — | | | | | | | | | | | | (249.1) | | |
Interest and other expense, net
|
| | | | (67.6) | | | | | | (0.2) | | | | | | (67.8) | | | | | | 48.1 | | | | |
|
DD
|
| | | | | (19.7) | | | | | | — | | | | | | | | | | | | (19.7) | | | | | | — | | | | | | | | | | | | (19.7) | | |
Total other expenses
|
| | | | (67.6) | | | | | | (0.2) | | | | | | (67.8) | | | | | | 48.1 | | | | | | | | | | | | (19.7) | | | | | | — | | | | | | | | | | | | (19.7) | | | | | | — | | | | | | | | | | | | (19.7) | | |
Loss before income tax benefit
|
| | | | (108.6) | | | | | | (4.2) | | | | | | (112.8) | | | | | | (156.0) | | | | | | | | | | | | (268.8) | | | | | | — | | | | | | | | | | | | (268.8) | | | | | | — | | | | | | | | | | | | (268.8) | | |
Income tax expense (benefit)
|
| | | | (7.3) | | | | | | 0.2 | | | | | | (7.1) | | | | | | (32.4) | | | | |
|
EE
|
| | | | | (39.5) | | | | | | 1.0 | | | | | | | | | | | | (38.5) | | | | | | 2.5 | | | | | | | | | | | | (36.0) | | |
Net loss
|
| | | | (101.3) | | | | | | (4.4) | | | | | | (105.7) | | | | | | (123.6) | | | | | | | | | | | | (229.3) | | | | | | (1.0) | | | | | | | | | | | | (230.3) | | | | | | (2.5) | | | | | | | | | | | | (232.8) | | |
Net loss attributable to noncontrolling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | (45.7) | | | | |
|
FF
|
| | | | | (45.7) | | | | | | (6.6) | | | | |
|
FF
|
| | | | | (52.3) | | | | | | (17.3) | | | | |
|
FF
|
| | | | | (69.6) | | |
Net loss attributable to controlling interest
|
| | | | (101.3) | | | | | | (4.4) | | | | | | (105.7) | | | | | | (77.9) | | | | |
|
FF
|
| | | | | (183.6) | | | | | | 5.6 | | | | |
|
FF
|
| | | | | (178.0) | | | | | | 14.8 | | | | |
|
FF
|
| | | | | (163.2) | | |
Earnings per share (Note 6)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 170.6 | | | | | | | | | | | | | | | | | | 165.6 | | | | | | | | | | | | | | | | | | 152.4 | | |
Loss per share (basic)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1.08) | | | | | | | | | | | | | | | | | | (1.07) | | | | | | | | | | | | | | | | | | (1.07) | | |
Weighted average shares outstanding, diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 170.6 | | | | | | | | | | | | | | | | | | 165.6 | | | | | | | | | | | | | | | | | | 152.4 | | |
Loss per share (diluted)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1.08) | | | | | | | | | | | | | | | | | | (1.07) | | | | | | | | | | | | | | | | | | (1.07) | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
New term loan debt(9)
|
| | | | 525.0 | | | |
Repay E2open debt(5)
|
| | | | 946.8 | | |
Trust Account(1)(4)
|
| | | | 414.0 | | | |
Cash to existing E2open owners
|
| | | | 592.5 | | |
PIPE investment(3)
|
| | | | 520.0 | | | |
Estimated Buyer transaction costs(6)
|
| | | | 45.7 | | |
Forward purchase agreement(2)
|
| | | | 200.0 | | | |
Estimated debt financing costs
|
| | | | 17.3 | | |
| | | | | | | | |
Estimated Seller transaction costs(7)
|
| | | | 40.0 | | |
| | | | | | | | |
Cash to balance sheet
|
| | | | 16.7 | | |
Total Sources
|
| | | | 1,659.0 | | | |
Total Uses
|
| | | | 1,659.0 | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
New term loan debt(9)
|
| | | | 525.0 | | | |
Repay E2open debt(5)
|
| | | | 946.8 | | |
Trust Account(1)(4)
|
| | | | 414.0 | | | |
Cash to existing E2open owners
|
| | | | 478.5 | | |
PIPE investment(3)
|
| | | | 520.0 | | | |
Estimated Buyer transaction costs(6)
|
| | | | 45.7 | | |
Forward purchase agreement(2)
|
| | | | 200.0 | | | |
Estimated debt financing costs
|
| | | | 17.3 | | |
Backstop
|
| | | | 300.0 | | | |
Estimated Seller transaction costs(7)
|
| | | | 40.0 | | |
| | | | | | | | |
Redemption of common shares(8)
|
| | | | 414.0 | | |
| | | | | | | | |
Cash to balance sheet
|
| | | | 16.7 | | |
Total Sources
|
| | | | 1,959.0 | | | |
Total Uses
|
| | | | 1,959.0 | | |
Sources
|
| | | | | | | |
Uses
|
| | | | | | |
New term loan debt(9)
|
| | | | 525.0 | | | |
Repay E2open debt(5)
|
| | | | 946.8 | | |
Trust Account(1)(4)
|
| | | | 414.0 | | | |
Cash to existing E2open owners
|
| | | | 178.5 | | |
PIPE investment(3)
|
| | | | 520.0 | | | |
Estimated Buyer transaction costs(6)
|
| | | | 45.7 | | |
Forward purchase agreement(2)
|
| | | | 200.0 | | | |
Estimated debt financing costs
|
| | | | 17.3 | | |
| | | | | | | | |
Estimated Seller transaction costs(7)
|
| | | | 40.0 | | |
| | | | | | | | |
Redemption of common shares(8)
|
| | | | 414.0 | | |
| | | | | | | | |
Cash to balance sheet
|
| | | | 16.7 | | |
Total Sources
|
| | | | 1,659.0 | | | |
Total Uses
|
| | | | 1,659.0 | | |
|
New term loan debt
|
| | | | 525.0 | | |
|
CC trust account
|
| | | | 414.0 | | |
|
PIPE investment
|
| | | | 520.0 | | |
|
Forward purchase agreement
|
| | | | 200.0 | | |
|
Buyer transaction costs
|
| | | | (45.8) | | |
|
Debt financing costs
|
| | | | (17.3) | | |
|
Seller expenses
|
| | | | (40.0) | | |
|
Repay E2open debt
|
| | | | (946.8) | | |
|
Cash to existing E2open owners
|
| | | | (592.5) | | |
| Total | | | | | 16.7 | | |
($ in millions)
|
| |
No Redemption
|
| |
Backstop
|
| |
Max
|
| |||||||||
Estimated cash held in Trust Account
|
| | | | 414.0 | | | | | | 414.0 | | | | | | 414.0 | | |
Forward purchase agreement
|
| | | | 200.0 | | | | | | 200.0 | | | | | | 200.0 | | |
PIPE Investment
|
| | | | 520.0 | | | | | | 520.0 | | | | | | 520.0 | | |
Backstop
|
| | | | — | | | | | | 300.0 | | | | | | — | | |
Less: shareholder redemption
|
| | | | — | | | | | | (414.0) | | | | | | (414.0) | | |
Estimated purchase price
|
| | | | 1,134.0 | | | | | | 1,020.0 | | | | | | 720.0 | | |
Tax Receivable Agreement obligations to the Seller
|
| |
|
| |
|
| |
|
| |||||||||
Existing E2open ownership in E2open, noncontrolling interest
|
| | | | 349.4 | | | | | | 399.7 | | | | | | 531.7 | | |
Existing E2open ownership in CCNB1
|
| | | | 443.0 | | | | | | 506.9 | | | | | | 674.7 | | |
SPAC Founder
|
| | | | 128.5 | | | | | | 128.3 | | | | | | 128.5 | | |
Adjusted purchase consideration
|
| | |
|
2,054.9
|
| | | |
|
2,054.9
|
| | | |
|
2,054.9
|
| |
Notes payable and capital lease obligations
|
| | | | 522.3 | | | | | | 522.3 | | | | | | 522.3 | | |
Current deferred revenue
|
| | | | 67.1 | | | | | | 67.1 | | | | | | 67.1 | | |
Long term deferred revenue
|
| | | | 2.1 | | | | | | 2.1 | | | | | | 2.1 | | |
Current liabilities, excluding deferred revenue
|
| | | | 89.6 | | | | | | 89.6 | | | | | | 89.6 | | |
Non-current liabilities, excluding deferred revenue
|
| | | | 53.1 | | | | | | 53.1 | | | | | | 53.1 | | |
Total equity and liabilities
|
| | |
|
2,789.1
|
| | | |
|
2,789.1
|
| | | |
|
2,789.1
|
| |
Current assets
|
| | | | 149.3 | | | | | | 149.3 | | | | | | 149.3 | | |
Property and equipment, net
|
| | | | 37.6 | | | | | | 37.6 | | | | | | 37.6 | | |
Non-current assets
|
| | | | 14.5 | | | | | | 14.5 | | | | | | 14.5 | | |
Indicated value of tangible assets
|
| | | | 201.5 | | | | | | 201.5 | | | | | | 201.5 | | |
Customer relationships
|
| | | | 405.0 | | | | | | 405.0 | | | | | | 405.0 | | |
Trademark / trade name
|
| | | | 100.0 | | | | | | 100.0 | | | | | | 100.0 | | |
Content library
|
| | | | 57.0 | | | | | | 57.0 | | | | | | 57.0 | | |
Developed technology
|
| | | | 340.0 | | | | | | 340.0 | | | | | | 340.0 | | |
Estimated value of certain intangible assets
|
| | | | 902.0 | | | | | | 902.0 | | | | | | 902.0 | | |
Residual value of goodwill
|
| | | | 1,685.6 | | | | | | 1,685.6 | | | | | | 1,686.1 | | |
Total estimated value of assets
|
| | | | 2,789.1 | | | | | | 2,789.1 | | | | | | 2,789.1 | | |
($ in millions)
|
| |
Weighted average
useful life (years) |
| |
Fair value
|
| ||||||
Indefinite-lived
|
| | | | | | | | | | | | |
Trademark / trade name
|
| | | | n/a | | | | | | 100.0 | | |
Definite-lived
|
| | | | | | | | | | | | |
Customer relationships
|
| | | | 10 | | | | | | 405.0 | | |
Technology
|
| | | | 7 | | | | | | 340.0 | | |
Content library
|
| | | | 10 | | | | | | 57.0 | | |
Total | | | | | | | | | | | 902.0 | | |
| | |
Current
|
| |
Long-term
|
| |
Total
|
| |||||||||
New term loan debt
|
| | | | 5.3 | | | | | | 519.7 | | | | | | 525.0 | | |
New deferred finance costs
|
| | | | — | | | | | | (17.3) | | | | | | (17.3) | | |
Repay E2open debt
|
| | | | (46.0) | | | | | | (900.8) | | | | | | (946.8) | | |
Eliminate E2open historical deferred finance costs
|
| | | | — | | | | | | 18.3 | | | | | | 18.3 | | |
Total | | | | | (40.7) | | | | | | (380.0) | | | | | | (420.7) | | |
| | |
Adjustments to
historical equity |
| |
New equity
structure |
| |
Other items
|
| |
Pro forma
adjustments |
| ||||||||||||
Common stock ($0.00001 par value)
|
| | | | — | | | | | | 0.0 | | | | | | — | | | | | | 0.0 | | |
Additional paid-in capital
|
| | | | (439.8) | | | | | | 1,705.5 | | | | | | (328.5) | | | | | | 937.2 | | |
Accumulated deficit
|
| | | | 259.8 | | | | | | — | | | | | | (71.1) | | | | | | 188.7 | | |
Accumulated other comprehensive loss
|
| | | | 1.2 | | | | | | — | | | | | | — | | | | | | 1.2 | | |
Stockholders’ equity
|
| | | | (178.7) | | | | | | 1,705.5 | | | | | | (399.6) | | | | | | 1,127.1 | | |
| | |
Shares redeemed
(in millions) |
| |
Cash need $ in
millions (@ $10.00 per share) |
| | | | | | | ||||||
| | | | | 11.4 | | | | | | 114.0 | | | | | | | | |
($ in millions) | | |
No redemption
|
| |
Cash change
|
| |
Backstop
|
| |||||||||
Cash to existing E2open owners
|
| | | | 592.5 | | | | | | (114.0) | | | | | | 478.5 | | |
Full redemption cash need
|
| | | | — | | | | | | 114.0 | | | | | | 114.0 | | |
Total | | | | | 592.5 | | | | | | — | | | | | | 592.5 | | |
| | |
Shares redeemed
(in millions) |
| |
Cash need $ in
millions (@ $10.00 per share) |
| | | | | | | ||||||
| | | | | 41.4 | | | | | | 414.0 | | | | | | | | |
($ in millions) | | |
No redemption
|
| |
Cash change
|
| |
Max redemption
|
| |||||||||
Cash to existing E2open owners
|
| | | | 592.5 | | | | | | (414.0) | | | | | | 178.5 | | |
Full redemption cash need
|
| | | | — | | | | | | 414.0 | | | | | | 414.0 | | |
Total | | | | | 592.5 | | | | | | — | | | | | | 592.5 | | |
($ in millions)
|
| |
Weighted average
useful life (years) |
| |
Fair value
|
| ||||||
Indefinite- lived
|
| | | | | | | | | | | | |
Trademark / trade name
|
| | | | n/a | | | | | | 100.0 | | |
Definite-lived
|
| | | | | | | | | | | | |
Customer relationships
|
| | | | 10 | | | | | | 405.0 | | |
Technology
|
| | | | 7 | | | | | | 340.0 | | |
Content library
|
| | | | 10 | | | | | | 57.0 | | |
Total | | | | | | | | | | | 902.0 | | |
($ in millions)
|
| |
Weighted average
useful life (years) |
| |
Fair value
|
| |
Amortization Expense
for the six months ended June 30, 2020 |
| |
Amortization Expense
for the twelve months ended December 31, 2019 |
| ||||||||||||
Indefinite-lived trademark / trade name
|
| | | | n/a | | | | | | 100.0 | | | | | | n/a | | | | | | n/a | | |
Customer relationships
|
| | | | 10 | | | | | | 405.0 | | | | | | 20.3 | | | | | | 40.5 | | |
Technology
|
| | | | 7 | | | | | | 340.0 | | | | | | 24.3 | | | | | | 48.6 | | |
Content library
|
| | | | 10 | | | | | | 57.0 | | | | | | 2.9 | | | | | | 5.7 | | |
Total | | | | | | | | | | | 902.0 | | | | | | 47.5 | | | | | | 94.8 | | |
Cost of revenue
|
| | | | | | | | | | | | | | | | 18.5 | | | | | | 36.9 | | |
Less: Historical amortization expenses, cost of revenue
|
| | | | | | | | | | | | | | | | 10.5 | | | | | | 19.8 | | |
Pro forma adjustments, cost of revenue
|
| | | | | | | | | | | | | | | | 7.9 | | | | | | 17.1 | | |
Operating expense
|
| | | | | | | | | | | | | | | | 29.0 | | | | | | 57.9 | | |
Less: Historical amortization expenses, operating expense
|
| | | | | | | | | | | | | | | | 16.9 | | | | | | 31.1 | | |
Pro forma adjustments, operating expense
|
| | | | | | | | | | | | | | | | 12.0 | | | | | | 26.8 | | |
($ in millions)
|
| |
Six months ended
June 30, 2020 |
| |
Twelve months ended
December 31, 2019 |
| ||||||
Eliminate historical interest expense
|
| | | | 36.1 | | | | | | 66.7 | | |
Record interest on new debt
|
| | | | (9.3) | | | | | | (18.5) | | |
Net interest expense pro forma adjustment
|
| | | | 26.8 | | | | | | 48.2 | | |
| | |
Assuming No Redemption
|
| |
Assuming Backstop of
|
| |
Assuming Maximum
|
| |||||||||||||||||||||||||||
| | |
Six months
|
| |
Twelve months
|
| |
Six months
|
| |
Twelve months
|
| |
Six months
|
| |
Twelve months
|
| ||||||||||||||||||
Net loss attributable to controlling interest ($ in millions)
|
| | | | (66.9) | | | | | | (183.6) | | | | | | (65.3) | | | | | | (178.0) | | | | | | (61.2) | | | | | | (163.2) | | |
Weighted average shares outstanding, controlling (shares in millions)
|
| | | | 170.6 | | | | | | 170.6 | | | | | | 165.6 | | | | | | 165.6 | | | | | | 152.3 | | | | | | 152.3 | | |
Loss per share (basic)
|
| | | | (0.39) | | | | | | (1.08) | | | | | | (0.39) | | | | | | (1.07) | | | | | | (0.40) | | | | | | (1.07) | | |
Loss per share (diluted)
|
| | | | (0.39) | | | | | | (1.08) | | | | | | (0.39) | | | | | | (1.07) | | | | | | (0.40) | | | | | | (1.07) | | |
Name
|
| |
Age
|
| |
Title
|
|
Chinh E. Chu | | |
53
|
| | Chief Executive Officer and Director | |
Douglas Newton | | |
42
|
| | Executive Vice President | |
Matthew Skurbe | | |
46
|
| | Chief Financial Officer | |
Charles Kantor | | |
49
|
| | Director | |
Eva F. Huston | | |
49
|
| | Director | |
Keith W. Abell | | |
62
|
| | Director | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
$18.00
|
| |||||||||||||||||||||||||||||
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.365 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.365 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.365 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.365 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.365 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.364 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.364 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.364 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.364 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.364 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.364 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.364 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.364 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.363 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.363 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.363 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.362 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.362 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| | | | | | | | | | | | | | |
Company Shares Post-Business Combination
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
CCNB1 Shares
|
| |
Assuming No Redemption
|
| |
Assuming Backstop
|
| |
Assuming Maximum Redemption
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial
Owner |
| |
Number of
Ordinary Shares |
| |
% of Total
Voting Power |
| |
Shares
of Class A Common Stock |
| |
Shares
of Class V Common Stock |
| |
Shares
of Series B Common Stock |
| |
% of
Total Voting Power |
| |
Shares
of Class A Common Stock |
| |
Shares
of Class V Common Stock |
| |
Shares
of Series B Common Stock |
| |
% of
Total Voting Power |
| |
Shares
of Class A Common Stock |
| |
Shares
of Class V Common Stock |
| |
Shares
of Series B Common Stock |
| |
% of
Total Voting Power |
| ||||||||||||||||||||||||||||||||||||||||||
CC Neuberger Principal Holdings I Sponsor LLC(1)
|
| | | | 15,250,000 | | | | | | 27.8% | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chinh E. Chu(2)
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charles Kantor(2)(4)
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Douglas Newton(2)
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Matthew Skurbe(2)
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Keith W. Abell
|
| | | | 50,000 | | | | | | * | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eva Huston
|
| | | | 50,000 | | | | | | * | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
All officers and directors as a group (six individuals)
|
| | | | 100,000 | | | | | | * | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Millennium Management LLC(3)
|
| | | | 2,700,000 | | | | | | 6.5% | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NBOKS(4) | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Insight Partners(5)
|
| | | | — | | | | | | — | | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||||||||||||||||||||||||||||||||||||
Elliott Investment Management L.P.(6)
|
| | | | — | | | | | | — | | | |
|
| | | | — | | | |
|
| |
|
| |
|
| | | | — | | | |
|
| |
|
| |
|
| | | | — | | | |
|
| |
|
| |||||||||||||||||||||||||||
Named Executive
Officers and Director Nominees of the Company Post-Business Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Michael A. Farlekas
|
| | | | — | | | | | | — | | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||||||||||||||||||||||||||||||||||||
Jarett J. Janik
|
| | | | — | | | | | | — | | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||||||||||||||||||||||||||||||||||||
Peter R. Hantman
|
| | | | — | | | | | | — | | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| ||||||||||||||||||||||||||||||||||||
Ryan Hinkle(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Timothy Maudlin
|
| | | | — | | | | | | — | | | | | | — | | | |
|
| |
|
| | | | * | | | | | | — | | | |
|
| |
|
| | | | * | | | | | | — | | | |
|
| |
|
| | | | * | | |
|
#
|
| |
Location
|
| |
Function
|
|
|
1
|
| |
San Jose, California
|
| |
Production
|
|
|
2
|
| |
Sunnyvale, California
|
| |
Development, Configuration, Staging
|
|
|
3
|
| |
Denver, Colorado
|
| |
Disaster Recovery
|
|
|
4
|
| |
Chicago, Illinois
|
| |
Production, Disaster Recovery, Datacenter
|
|
|
5
|
| |
Jacksonville, Florida
|
| |
Production, Development
|
|
|
6
|
| |
Carlstadt, New Jersey
|
| |
Disaster Recovery
|
|
|
7
|
| |
Beijing, China
|
| |
Production
|
|
|
8
|
| |
Shanghai, China
|
| |
Production, Disaster Recovery
|
|
|
9
|
| |
Hong Kong
|
| |
Production
|
|
|
10
|
| |
Hong Kong
|
| |
Disaster Recovery
|
|
| | |
Year ended
February 29, |
| |
Six months
ended August 31, |
| ||||||||||||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Gross profit: | | | | | | | | | | | | | | | | | | | | | | | | | |
Reported gross profit
|
| | |
|
184.0
|
| | | |
|
127.6
|
| | | |
|
104.0
|
| | | |
|
84.6
|
| |
Depreciation and Amortization
|
| | | | 25.1 | | | | | | 11.7 | | | | | | 13.4 | | | | | | 10.1 | | |
Adjusted gross profit
|
| | | | 209.1 | | | | | | 139.3 | | | | | | 117.4 | | | | | | 94.7 | | |
Adjusted gross margin
|
| | |
|
68.5%
|
| | | |
|
69.2%
|
| | | |
|
71.1%
|
| | | |
|
69.0%
|
| |
| | |
Year ended
February 29, |
| |
Six months ended
August 31, |
| ||||||||||||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Net loss
|
| | | | (101.4) | | | | | | (30.1) | | | | | | (41.3) | | | | | | (54.8) | | |
Adjusted for: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net
|
| | | | 66.3 | | | | | | 21.9 | | | | | | 36.0 | | | | | | 26.9 | | |
(Benefit from) provision for income taxes
|
| | | | (7.3) | | | | | | (8.2) | | | | | | 14.4 | | | | | | (2.0) | | |
Depreciation and Amortization
|
| | | | 60.4 | | | | | | 34.3 | | | | | | 33.9 | | | | | | 26.4 | | |
EBITDA | | | | | 18.0 | | | | | | 17.9 | | | | | | 43.0 | | | | | | (3.5) | | |
Non-cash adjustments(1)
|
| | | | — | | | | | | 2.4 | | | | | | — | | | | | | — | | |
Acquisition-related adjustments(2)
|
| | | | 25.0 | | | | | | 15.3 | | | | | | 5.4 | | | | | | 17.5 | | |
Non-recurring/non-operating costs(3)
|
| | | | 6.3 | | | | | | 3.5 | | | | | | 0.5 | | | | | | 2.7 | | |
Unit-based compensation(4)
|
| | | | 19.2 | | | | | | 8.2 | | | | | | 4.3 | | | | | | 12.5 | | |
Adjusted EBITDA
|
| | | | 68.5 | | | | | | 47.3 | | | | | | 53.2 | | | | | | 29.2 | | |
Pro forma synergy adjustments(5)
|
| | | | | | | | | | | | | | | | 5.5 | | | | | | | | |
Public company costs(6)
|
| | | | | | | | | | | | | | | | (2.5) | | | | | | | | |
Pro forma adjusted EBITDA
|
| | | | | | | | | | | | | | | | 56.2 | | | | | | | | |
Pro forma adjusted EBITDA margin
|
| | | | | | | | | | | | | | | | 34.1% | | | | | | | | |
| | |
Year ended
February 29, |
| |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| ||||||
Americas
|
| | | | 293.7 | | | | | | 197.2 | | |
Europe
|
| | | | 6.3 | | | | | | 3.6 | | |
Asia Pacific
|
| | | | 5.1 | | | | | | 0.4 | | |
Total revenue
|
| | | | 305.1 | | | | | | 201.2 | | |
| | |
Year ended February 29,
|
| |
Six months ended August 31,
|
| ||||||||||||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Revenue
|
| | | | 305.1 | | | | | | 201.2 | | | | | | 164.9 | | | | | | 137.2 | | |
Cost of revenue
|
| | | | (121.1) | | | | | | (73.6) | | | | | | (60.9) | | | | | | (52.6) | | |
Total gross profit
|
| | | | 184.0 | | | | | | 127.6 | | | | | | 104.0 | | | | | | 84.6 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | (61.9) | | | | | | (42.5) | | | | | | (29.0) | | | | | | (28.2) | | |
Sales and marketing
|
| | | | (53.6) | | | | | | (34.4) | | | | | | (24.3) | | | | | | (23.8) | | |
General and administrative
|
| | | | (51.8) | | | | | | (28.0) | | | | | | (19.6) | | | | | | (28.9) | | |
Acquisition and other related expenses
|
| | | | (26.7) | | | | | | (15.6) | | | | | | (5.4) | | | | | | (18.5) | | |
Amortization of acquired intangible assets
|
| | | | (31.1) | | | | | | (20.1) | | | | | | (16.9) | | | | | | (14.2) | | |
Total operating expenses
|
| | | | (225.1) | | | | | | (140.6) | | | | | | (95.2) | | | | | | (113.6) | | |
Income (loss) from operations
|
| | |
|
(41.1)
|
| | | |
|
(13.0)
|
| | | |
|
8.8
|
| | | |
|
(29.0)
|
| |
Interest and other expense, net
|
| | | | (67.6) | | | | | | (20.8) | | | | | | (35.7) | | | | | | (27.8) | | |
Loss on extinguishment of debt
|
| | | | — | | | | | | (4.6) | | | | | | — | | | | | | — | | |
Loss before income taxes
|
| | | | (108.7) | | | | | | (38.4) | | | | | | (26.9) | | | | | | (56.8) | | |
Benefit from (provision for) income taxes
|
| | | | 7.3 | | | | | | 8.2 | | | | | | (14.4) | | | | | | 2.0 | | |
Net loss
|
| | | | (101.4) | | | | | | (30.1) | | | | | | (41.3) | | | | | | (54.8) | | |
Adjusted EBITDA
|
| | | | 68.5 | | | | | | 47.3 | | | | | | 53.2 | | | | | | 29.2 | | |
| | |
Six months
ended August 31, |
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription revenue
|
| | | | 138.6 | | | | | | 109.4 | | | | | | 29.2 | | | | | | 27% | | |
Professional services revenue and other
|
| | | | 26.3 | | | | | | 27.8 | | | | | | (1.5) | | | | | | -5% | | |
Total revenue
|
| | | | 164.9 | | | | | | 137.2 | | | | | | 27.7 | | | | | | 20% | | |
Percentage of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription revenue
|
| | | | 84% | | | | | | 80% | | | | | | | | | | | | | | |
Professional services revenue and other
|
| | | | 16% | | | | | | 20% | | | | | | | | | | | | | | |
Total
|
| | | | 100% | | | | | | 100% | | | | | | | | | | | | | | |
| | |
Six months ended August 31,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscriptions
|
| | | | (29.0) | | | | | | (27.3) | | | | | | (1.7) | | | | | | 6% | | |
Professional services and other
|
| | | | (21.4) | | | | | | (17.6) | | | | |
|
(3.8)
|
| | | |
|
22%
|
| |
Amortization of acquired intangibles assets
|
| | | | (10.5) | | | | | | (7.7) | | | | |
|
(2.8)
|
| | | |
|
36%
|
| |
Total cost of revenue
|
| | | | (60.9) | | | | | | (52.6) | | | | |
|
(8.4)
|
| | | |
|
16%
|
| |
Gross profit: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscriptions
|
| | | | 99.1 | | | | | | 74.3 | | | | |
|
24.8
|
| | | |
|
33%
|
| |
Professional services and other
|
| | | | 4.9 | | | | | | 10.3 | | | | |
|
(5.4)
|
| | | |
|
-52%
|
| |
Total gross profit
|
| | |
|
104.0
|
| | | |
|
84.6
|
| | | |
|
19.4
|
| | | |
|
23%
|
| |
Gross margin: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscriptions
|
| | | | 71% | | | | | | 68% | | | | | | | | | | | | | | |
Professional services and other
|
| | | | 18% | | | | | | 37% | | | | | | | | | | | | | | |
Total gross margin
|
| | | | 63% | | | | | | 62% | | | | | | | | | | | | | | |
| | |
Six months
ended August 31, |
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Research and development
|
| | |
|
(29.0)
|
| | | |
|
(28.2)
|
| | | |
|
(0.8)
|
| | | |
|
3%
|
| |
Percentage of revenue
|
| | | | 18% | | | | | | 21% | | | | | | | | | | | | | | |
| | |
Six months
ended August 31, |
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Sales and marketing
|
| | |
|
(24.3)
|
| | | |
|
(23.8)
|
| | | |
|
(0.5)
|
| | | |
|
2%
|
| |
Percentage of revenue
|
| | | | 15% | | | | | | 17% | | | | | | | | | | | | | | |
| | |
Six months
ended August 31, |
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
General and administrative
|
| | |
|
(19.6)
|
| | | |
|
(28.9)
|
| | | |
|
9.3
|
| | | |
|
-32%
|
| |
Percentage of revenue
|
| | | | 12% | | | | | | 21% | | | | | | | | | | | | | | |
| | |
Six months
ended August 31, |
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Acquisition and other related expenses
|
| | | | (5.4) | | | | | | (18.5) | | | | |
|
13.1
|
| | | |
|
-71%
|
| |
Amortization of acquired intangible assets
|
| | | | (16.9) | | | | | | (14.2) | | | | |
|
(2.7)
|
| | | |
|
19%
|
| |
Total other operating expenses
|
| | |
|
(22.3)
|
| | | |
|
(32.7)
|
| | | |
|
10.4
|
| | | |
|
-32%
|
| |
| | |
Six months ended August 31,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Interest and other expense, net
|
| | | | (35.7) | | | | | | (27.8) | | | | |
|
(7.9)
|
| | | |
|
28%
|
| |
| | |
Six months ended August 31,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Loss before income taxes
|
| | |
|
(26.9)
|
| | | |
|
(56.8)
|
| | | |
|
29.9
|
| | | |
|
-53%
|
| |
Benefit from (provision for) income taxes
|
| | | | (14.4) | | | | | | 2.0 | | | | |
|
(16.4)
|
| | | |
|
-820%
|
| |
| | |
Six months ended August 31,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Adjusted EBITDA
|
| | |
|
53.2
|
| | | |
|
29.2
|
| | | |
|
24.0
|
| | | |
|
82%
|
| |
Adjusted EBITDA margin
|
| | | | 32% | | | | | | 21% | | | | | | | | | | | | | | |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription revenue
|
| | | | 244.0 | | | | | | 153.6 | | | | |
|
90.4
|
| | | |
|
59%
|
| |
Professional services revenue and other
|
| | | | 61.1 | | | | | | 47.6 | | | | |
|
13.5
|
| | | |
|
28%
|
| |
Total revenue
|
| | |
|
305.1
|
| | | |
|
201.2
|
| | | |
|
103.9
|
| | | |
|
52%
|
| |
Percentage of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription revenue
|
| | | | 80% | | | | | | 76% | | | | | | | | | | | | | | |
Professional services revenue and other
|
| | | | 20% | | | | | | 24% | | | | | | | | | | | | | | |
Total
|
| | | | 100% | | | | | | 100% | | | | | | | | | | | | | | |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscriptions
|
| | | | (59.2) | | | | | | (33.6) | | | | |
|
(25.6)
|
| | | |
|
76%
|
| |
Professional services and other
|
| | | | (42.4) | | | | | | (31.7) | | | | |
|
(10.7)
|
| | | |
|
34%
|
| |
Amortization of acquired intangibles assets
|
| | | | (19.5) | | | | | | (8.3) | | | | |
|
(11.2)
|
| | | |
|
134%
|
| |
Total cost of revenue
|
| | |
|
(121.1)
|
| | | |
|
(73.6)
|
| | | |
|
(47.5)
|
| | | |
|
65%
|
| |
Gross profit: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscriptions
|
| | | | 165.3 | | | | | | 111.7 | | | | |
|
53.6
|
| | | |
|
48%
|
| |
Professional services and other
|
| | | | 18.7 | | | | | | 15.9 | | | | |
|
2.8
|
| | | |
|
18%
|
| |
Total gross profit
|
| | |
|
184.0
|
| | | |
|
127.6
|
| | | |
|
56.4
|
| | | |
|
44%
|
| |
Gross margin: | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscriptions
|
| | | | 68% | | | | | | 73% | | | | | | | | | | | | | | |
Professional services and other
|
| | | | 31% | | | | | | 33% | | | | | | | | | | | | | | |
Total gross margin
|
| | | | 60% | | | | | | 63% | | | | | | | | | | | | | | |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Research and development
|
| | |
|
(61.9)
|
| | | |
|
(42.5)
|
| | | |
|
(19.4)
|
| | | |
|
46%
|
| |
Percentage of revenue
|
| | | | 20% | | | | | | 21% | | | | | | | | | | | | | | |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Sales and marketing
|
| | |
|
(53.6)
|
| | | |
|
(34.4)
|
| | | |
|
(19.2)
|
| | | |
|
56%
|
| |
Percentage of revenue
|
| | | | 18% | | | | | | 17% | | | | | | | | | | | | | | |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
General and administrative
|
| | |
|
(51.8)
|
| | | |
|
(28.0)
|
| | | |
|
(23.8)
|
| | | |
|
85%
|
| |
Percentage of revenue
|
| | | | 17% | | | | | | 14% | | | | | | | | | | | | | | |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Acquisition and other related expenses
|
| | | | (26.7) | | | | | | (15.6) | | | | |
|
(11.1)
|
| | | |
|
71%
|
| |
Amortization of acquired intangible assets
|
| | | | (31.1) | | | | | | (20.1) | | | | |
|
(11.0)
|
| | | |
|
55%
|
| |
Total other operating expenses
|
| | |
|
(57.8)
|
| | | |
|
(35.7)
|
| | | |
|
(22.1)
|
| | | |
|
62%
|
| |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Interest and other expense, net
|
| | | | (67.6) | | | | | | (20.8) | | | | |
|
(46.8)
|
| | | |
|
225%
|
| |
Loss on extinguishment of debt
|
| | | | — | | | | | | (4.6) | | | | |
|
4.6
|
| | | |
|
-100%
|
| |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Loss before income taxes
|
| | |
|
(108.7)
|
| | | |
|
(38.4)
|
| | | |
|
(70.3)
|
| | | |
|
183%
|
| |
Benefit from income taxes
|
| | | | 7.3 | | | | | | 8.2 | | | | |
|
(0.9)
|
| | | |
|
-11%
|
| |
| | |
Year ended February 29,
|
| | | | | | | | | | | | | |||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Adjusted EBITDA
|
| | |
|
68.5
|
| | | |
|
47.3
|
| | | |
|
21.2
|
| | | |
|
45%
|
| |
Adjusted EBITDA margin
|
| | | | 22% | | | | | | 24% | | | | | | | | | | | | | | |
| | |
Year ended
February 29, |
| |
Six months
ended August 31, |
| ||||||||||||||||||
($ in millions)
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Net cash (used in) provided by operating activities
|
| | | | (55.8) | | | | | | 9.8 | | | | | | 42.0 | | | | | | (41.6) | | |
Net cash used in investing activities
|
| | | | (443.0) | | | | | | (235.7) | | | | | | (7.8) | | | | | | (438.4) | | |
Net cash (used in) provided by financing activities
|
| | | | 467.6 | | | | | | 260.7 | | | | | | (20.3) | | | | | | 459.6 | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | 0.2 | | | | | | (0.1) | | | | | | (0.4) | | | | | | 1.6 | | |
Net increase (decrease) in cash
|
| | | | (31.0) | | | | | | 34.7 | | | | | | 13.5 | | | | | | (18.8) | | |
Cash at beginning of period
|
| | | | 79.4 | | | | | | 44.7 | | | | | | 48.4 | | | | | | 79.4 | | |
Cash at end of period
|
| | | | 48.4 | | | | | | 79.4 | | | | | | 61.9 | | | | | | 60.6 | | |
|
| Fiscal year ending: | | | | | | | |
|
2021
|
| | | $ | 7,990 | | |
|
2022
|
| | | | 5,864 | | |
|
2023
|
| | | | 4,040 | | |
|
2024
|
| | | | 3,330 | | |
|
2025
|
| | | | 2,306 | | |
|
Thereafter
|
| | | | 1,679 | | |
|
Total minimum lease payments
|
| | | $ | 25,209 | | |
Name and Principal Position
|
| |
Fiscal
Year(1) |
| |
Salary
($)(2) |
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($)(3) |
| |
Non Equity
Incentive Plan Compensation ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| ||||||||||||||||||||||||
Michael Farlekas
|
| | | | 2020 | | | | | | 398,713 | | | | | | — | | | | | | — | | | |
—
|
| | | | 380,000 | | | | | | 8,250 | | | | | | 786,963 | | | |||
President and Chief Executive Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jarett J. Janik
|
| | | | 2020 | | | | | | 290,000 | | | | | | — | | | | | | — | | | | | | 825,000 | | | | | | 240,000 | | | | | | 5,632 | | | | | | 1,360,632 | | |
Chief Financial Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Peter Hantman
|
| | | | 2020 | | | | | | 332,000 | | | | | | — | | | | | | — | | | |
—
|
| | | | 325,000 | | | | | | 8,250 | | | | | | 665,250 | | | |||
Chief Operating Officer & Executive Vice President, Global Business Units
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Option Awards(1)
|
| |||||||||||||||
Name
|
| |
Grant Date
|
| |
Participation
Level ($) |
| |
Number of Securities
Underlying Unexercised Options Unexercisable(1) (#) |
| |
Number of Securities
Underlying Unexercised Options Exercisable(2) (#) |
| |
Option
Expiration Date ($) |
| ||||||||||||
Michael Farlekas
|
| |
November 27, 2017(2)
|
| | | | 1.57 | | | | | | 3,258,913 | | | | | | 4,190,031 | | | | | | N/A | | |
| | |
May 5, 2017(2)
|
| | | | 1.33 | | | | | | 368,696 | | | | | | 474,038 | | | | | | N/A | | |
| | |
August 10, 2015(2)
|
| | | | 1.00 | | | | | | 476,845 | | | | | | 613,087 | | | | | | N/A | | |
| | |
August 10, 2015(3)
|
| | | | 1.00 | | | | | | 1,307,386 | | | | | | — | | | | | | N/A | | |
Jarett Janik
|
| |
May 1, 2019(2)
|
| | | | 1.65 | | | | | | 500,000 | | | | | | — | | | | | | N/A | | |
| | |
May 1, 2018(2)
|
| | | | 1.57 | | | | | | 668,636 | | | | | | 520,050 | | | | | | N/A | | |
Peter Hantman
|
| |
November 27, 2017(2)
|
| | | | 1.57 | | | | | | 1,229,922 | | | | | | 1,581,328 | | | | | | N/A | | |
| | |
May 5, 2017(2)
|
| | | | 1.33 | | | | | | 138,992 | | | | | | 178,703 | | | | | | N/A | | |
| | |
February 29, 2016(2)
|
| | | | 1.00 | | | | | | 374,213 | | | | | | 481,131 | | | | | | N/A | | |
| | |
February 29, 2016(3)
|
| | | | 1.00 | | | | | | 130,739 | | | | | | — | | | | | | N/A | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Michael A. Farlekas | | |
55
|
| | President & Chief Executive Officer | |
Peter R. Hantman | | |
53
|
| | Chief Operating Officer & Executive Vice President, Global Business Units | |
Jarett J. Janik | | |
52
|
| | Chief Financial Officer | |
Deepa L. Kurian | | |
43
|
| | Chief Accounting Officer | |
Laura L. Fese | | |
57
|
| | Executive Vice President & General Counsel | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Chinh E. Chu | | |
53
|
| | Director | |
Eva F. Huston | | |
49
|
| | Director | |
Stephen C. Daffron | | |
64
|
| | Director | |
Ryan M. Hinkle | | |
39
|
| | Director | |
Timothy I. Maudlin | | |
69
|
| | Director | |
Michael A. Farlekas | | |
55
|
| | President & Chief Executive Officer; Director | |
| | |
Page No.
|
| |||
| | | | F-3 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-9 | | |
| | | | | F-25 | | | |
| | | | | F-26 | | | |
| | | | | F-27 | | | |
| | | | | F-28 | | | |
| | | | | F-29 | | |
| | | | | F-42 | | | |
| | | | | F-43 | | | |
| | | | | F-44 | | | |
| | | | | F-45 | | | |
| | | | | F-47 | | | |
| | | | | F-48 | | |
| | |
Page No.
|
| |||
Financial Statements | | | | | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-9 | | |
| Assets | | | | | | | |
| Current assets: | | | | | | | |
|
Cash
|
| | | $ | 1,643,079 | | |
|
Prepaid expenses
|
| | | | 465,063 | | |
|
Total current assets
|
| | | | 2,108,142 | | |
|
Investments in money market funds held in Trust Account
|
| | | | 414,028,653 | | |
|
Total Assets
|
| | | $ | 416,136,795 | | |
| Liabilities and Shareholders’ Equity | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 217,145 | | |
|
Accounts payable
|
| | | | 872,438 | | |
|
Total current liabilities
|
| | | | 1,089,583 | | |
|
Deferred legal fees
|
| | | | 947,087 | | |
|
Deferred underwriting commissions
|
| | | | 14,490,000 | | |
|
Total Liabilities
|
| | | | 16,526,670 | | |
| Commitments and Contingencies | | | | | | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 39,461,012 shares subject to possible redemption at $10.00 per share
|
| | | | 394,610,120 | | |
| Shareholders’ Equity | | | | | | | |
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,938,988 shares
issued and outstanding (excluding 39,461,012 and shares subject to possible redemption) |
| | | | 194 | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 15,350,000 shares
issued and outstanding |
| | | | 1,535 | | |
|
Additional paid-in capital
|
| | | | 5,164,919 | | |
|
Accumulated deficit
|
| | | | (166,643) | | |
|
Total Shareholders’ Equity
|
| | | | 5,000,005 | | |
|
Total Liabilities and Shareholders’ Equity
|
| | | $ | 416,136,795 | | |
| | |
For the period from
January 14, 2020 (inception) through June 30, 2020 |
| |||
General and administrative expenses
|
| | | $ | 195,296 | | |
Loss from operations
|
| | | | (195,296) | | |
Investment income on Trust Account
|
| | | | 28,653 | | |
Net loss
|
| | | $ | (166,643) | | |
Weighted average shares outstanding of Class A ordinary shares
|
| | | | 41,400,000 | | |
Basic and diluted net income per share, Class A
|
| | | $ | 0.00 | | |
Weighted average shares outstanding of Class B ordinary shares
|
| | | | 15,350,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.01) | | |
| | |
For the period from January 14, 2020 (inception) through June 30, 2020
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Ordinary Shares
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 14, 2020 (Inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
|
| | | | — | | | | | | — | | | | | | 15,350,000 | | | | | | 1,535 | | | | | | 23,465 | | | | | | — | | | | | | 25,000 | | |
Sale of units in initial public offering, gross
|
| | | | 41,400,000 | | | | | | 4,140 | | | | | | — | | | | | | — | | | | | | 413,995,860 | | | | | | — | | | | | | 414,000,000 | | |
Offering costs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (24,528,232) | | | | | | — | | | | | | (24,528,232) | | |
Sale of private placement warrants
to Sponsor |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,280,000 | | | | | | — | | | | | | 10,280,000 | | |
Shares subject to possible redemption
|
| | | | (39,461,012) | | | | | | (3,946) | | | | | | — | | | | | | — | | | | | | (394,606,174) | | | | | | — | | | | | | (394,610,120) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (166,643) | | | | | | (143,866) | | |
Balance – June 30, 2020
|
| | | | 1,938,988 | | | | | $ | 194 | | | | | | 15,350,000 | | | | | $ | 1,535 | | | | | $ | 5,164,919 | | | | | $ | (166,643) | | | | | $ | 5,000,005 | | |
|
| | |
For the period from
January 14, 2020 (inception) through June 30, 2020 |
| |||
Cash Flows from Operating Activities: | | | | | | | |
Net loss
|
| | | $ | (166,643) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
General and administrative expenses paid by Sponsor pursuant to note payable
|
| | | | 8,867 | | |
Investment income on Trust Account
|
| | | | (28,653) | | |
Changes in operating assets and liabilities: | | | | | | | |
Prepaid expenses
|
| | | | (25,063) | | |
Accrued expenses
|
| | | | 51,001 | | |
Accounts payable
|
| | | | 3,001 | | |
Net cash used in operating activities
|
| | | | (157,490) | | |
Cash Flows from Investing Activities | | | | | | | |
Cash deposited in Trust Account
|
| | | | (414,000,000) | | |
Net cash used in investing activities
|
| | | | (414,000,000) | | |
Cash Flows from Financing Activities: | | | | | | | |
Repayment of note payable to related party
|
| | | | (125,206) | | |
Proceeds received from initial public offering, gross
|
| | | | 414,000,000 | | |
Proceeds received from private placement
|
| | | | 10,280,000 | | |
Payment of offering costs
|
| | | | (8,354,225) | | |
Net cash provided by financing activities
|
| | | | 415,800,569 | | |
Net increase in cash
|
| | | | 1,643,079 | | |
Cash – beginning of the period
|
| | |
|
—
|
| |
Cash – ending of the period
|
| | | $ | 1,643,079 | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | |
Offering costs issued in exchange of Class B ordinary shares to Sponsor
|
| | | $ | 25,000 | | |
Offering costs included in accrued expenses
|
| | | $ | 166,144 | | |
Offering costs included in accounts payable
|
| | | $ | 429,437 | | |
Offering costs included in note payable
|
| | | $ | 116,339 | | |
Prepaid expenses included in accounts payable
|
| | | $ | 440,000 | | |
Deferred underwriting commissions in connection with the initial public offering
|
| | | $ | 14,490,000 | | |
Deferred legal fees
|
| | | $ | 947,087 | | |
Class A ordinary shares subject to possible redemption at $10.00 per share
|
| | | $ | 394,610,120 | | |
| | |
August 31, 2020
|
| |
February 29, 2020
|
| ||||||
| | |
Unaudited
|
| | ||||||||
Assets | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 19,813 | | | | | $ | 19,494 | | |
Restricted cash
|
| | | | 42,059 | | | | | | 28,934 | | |
Accounts receivable – net of allowance of $1,407 and $1,631, respectively
|
| | | | 53,042 | | | | | | 118,777 | | |
Prepaid expenses and other current assets
|
| | | | 15,609 | | | | | | 12,602 | | |
Total current assets
|
| | | | 130,523 | | | | | | 179,807 | | |
Long term investments
|
| | | | 221 | | | | | | 179 | | |
Goodwill
|
| | | | 752,785 | | | | | | 752,756 | | |
Intangible assets, net
|
| | | | 440,141 | | | | | | 467,593 | | |
Property and equipment, net
|
| | | | 37,594 | | | | | | 25,232 | | |
Other noncurrent assets
|
| | | | 14,355 | | | | | | 14,445 | | |
Total Assets
|
| | | $ | 1,375,619 | | | | | $ | 1,440,012 | | |
Liabilities and Member’s Equity | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued liabilities
|
| | | $ | 44,524 | | | | | $ | 58,451 | | |
Incentive program payable
|
| | | | 42,059 | | | | | | 28,934 | | |
Deferred revenue
|
| | | | 108,812 | | | | | | 142,027 | | |
Acquisition-related obligations
|
| | | | 2,000 | | | | | | 3,100 | | |
Current portion of notes payable and capital lease obligations
|
| | | | 51,802 | | | | | | 64,902 | | |
Total current liabilities
|
| | | | 249,197 | | | | | | 297,414 | | |
Long-term deferred revenue
|
| | | | 3,396 | | | | | | 2,656 | | |
Notes payable and capital lease obligations
|
| | | | 891,224 | | | | | | 886,806 | | |
Other noncurrent liabilities
|
| | | | 53,053 | | | | | | 38,544 | | |
Total liabilities
|
| | | | 1,196,870 | | | | | | 1,225,420 | | |
Commitments and Contingencies (Note 7) | | | | | | | | | | | | | |
Member’s Equity | | | | | | | | | | | | | |
Member’s capital
|
| | | | 439,787 | | | | | | 433,992 | | |
Accumulated other comprehensive loss
|
| | | | (1,244) | | | | | | (898) | | |
Accumulated deficit
|
| | | | (259,794) | | | | | | (218,502) | | |
Total member’s equity
|
| | | | 178,749 | | | | | | 214,592 | | |
Total Liabilities and Member’s Equity
|
| | | $ | 1,375,619 | | | | | $ | 1,440,012 | | |
| | |
Six Months Ended
August 31, 2020 |
| |
Six Months Ended
August 31, 2019 |
| ||||||
Revenue | | | | | | | | | | | | | |
Subscription revenue
|
| | | $ | 138,639 | | | | | $ | 109,386 | | |
Professional services
|
| | | | 26,302 | | | | | | 27,809 | | |
Total revenue
|
| | | | 164,941 | | | | | | 137,195 | | |
Cost of Revenue | | | | | | | | | | | | | |
Subscriptions
|
| | | | 28,998 | | | | | | 27,360 | | |
Professional services and other
|
| | | | 21,445 | | | | | | 17,553 | | |
Amortization of acquired intangible assets
|
| | | | 10,508 | | | | | | 7,717 | | |
Total cost of revenue
|
| | | | 60,951 | | | | | | 52,630 | | |
Gross Profit
|
| | | | 103,990 | | | | | | 84,565 | | |
Operating Expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 28,987 | | | | | | 28,196 | | |
Sales and marketing
|
| | | | 24,302 | | | | | | 23,795 | | |
General and administrative
|
| | | | 19,624 | | | | | | 28,859 | | |
Acquisition-related expenses
|
| | | | 5,385 | | | | | | 18,496 | | |
Amortization of acquired intangible assets
|
| | | | 16,914 | | | | | | 14,177 | | |
Total operating expenses
|
| | | | 95,212 | | | | | | 113,523 | | |
Income (loss) from operations
|
| | | | 8,776 | | | | | | (28,958) | | |
Interest and other expense, net
|
| | | | (35,680) | | | | | | (27,824) | | |
Total other expenses
|
| | | | (35,680) | | | | | | (27,824) | | |
Loss before income tax (expense) benefit
|
| | | | (26,904) | | | | | | (56,782) | | |
Income tax (expense) benefit
|
| | | | (14,388) | | | | | | 1,982 | | |
Net loss
|
| | | | (41,292) | | | | | | (54,800) | | |
Other comprehensive income, net
|
| | | | | | | | | | | | |
Net unrealized (loss) on investments
|
| | | | — | | | | | | (3) | | |
Net foreign currency translation (losses) gains
|
| | | | (346) | | | | | | 1,204 | | |
Total other comprehensive (loss) income, net
|
| | | | (346) | | | | | | 1,201 | | |
Comprehensive loss
|
| | | $ | (41,638) | | | | | $ | (53,599) | | |
| | |
Six Months Ended
August 31, 2020 |
| |
Six Months Ended
August 31, 2019 |
| ||||||
Operating Activities | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (41,292) | | | | | $ | (54,800) | | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
| | | | | | | | | | | | |
Unit-based compensation
|
| | | | 4,017 | | | | | | 4,086 | | |
Depreciation and amortization
|
| | | | 33,866 | | | | | | 26,424 | | |
Amortization of deferred commissions
|
| | | | 1,964 | | | | | | 373 | | |
Amortization of debt issuance cost
|
| | | | 2,158 | | | | | | 1,023 | | |
Loss on disposal of property and equipment
|
| | | | 34 | | | | | | 120 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable, net
|
| | | | 65,733 | | | | | | 1,366 | | |
Prepaid expenses and other current assets
|
| | | | (2,700) | | | | | | (1,719) | | |
Other noncurrent assets
|
| | | | (1,925) | | | | | | (4,036) | | |
Accounts payable and accrued liabilities
|
| | | | (13,927) | | | | | | (8,923) | | |
Deferred revenue
|
| | | | (32,476) | | | | | | (630) | | |
Changes in other liabilities
|
| | | | 13,408 | | | | | | (4,195) | | |
Incentive program payable
|
| | | | 13,126 | | | | | | (734) | | |
Net cash provided by (used in) operating activities
|
| | | | 41,986 | | | | | | (41,645) | | |
Investing Activities | | | | | | | | | | | | | |
Capital expenditures
|
| | | | (7,762) | | | | | | (6,975) | | |
Payments for acquisitions – net of cash acquired
|
| | | | — | | | | | | (431,399) | | |
Net cash used in investing activities
|
| | | | (7,762) | | | | | | (438,374) | | |
Financing Activities | | | | | | | | | | | | | |
Proceeds from sale of membership units
|
| | | | 1,778 | | | | | | 5 | | |
Repurchase of membership units, net
|
| | | | — | | | | | | (116) | | |
Proceeds from indebtedness
|
| | | | — | | | | | | 476,788 | | |
Repayments of indebtedness
|
| | | | (19,667) | | | | | | (1,312) | | |
Debt extinguishment costs
|
| | | | — | | | | | | — | | |
Repayments of capital lease obligations
|
| | | | (2,443) | | | | | | (2,793) | | |
Payments of debt issuance costs
|
| | | | — | | | | | | (12,941) | | |
Net cash (used in) provided by financing activities
|
| | | | (20,332) | | | | | | 459,631 | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | (448) | | | | | | 1,604 | | |
Net increase (decrease) in cash and cash equivalents and restricted cash
|
| | | | 13,444 | | | | | | (18,784) | | |
Cash and cash equivalents and restricted cash – beginning of year
|
| | | | 48,428 | | | | | | 79,388 | | |
Cash and cash equivalents and restricted cash – end of year
|
| | | $ | 61,872 | | | | | $ | 60,604 | | |
Reconciliation of cash, cash equivalents and restricted cash: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 19,813 | | | | | $ | 30,824 | | |
Restricted cash
|
| | | | 42,059 | | | | | | 29,780 | | |
Total cash, cash equivalents and restricted cash
|
| | | $ | 61,872 | | | | | $ | 60,604 | | |
Supplemental Information – Cash Paid for: | | | | | | | | | | | | | |
Interest
|
| | | $ | 33,888 | | | | | $ | 25,507 | | |
Income taxes
|
| | | $ | 1,146 | | | | | $ | 1,150 | | |
Non-Cash Investing and Financing Activities: | | | | | | | | | | | | | |
Capital expenditures financed under capital lease obligations
|
| | | $ | 11,005 | | | | | $ | 2,602 | | |
Capital expenditures included in accounts payable and accrued liabilities
|
| | | $ | 10 | | | | | $ | — | | |
Prepaid software, maintenance, and insurance under notes payable
|
| | | $ | 417 | | | | | $ | — | | |
| | |
Member’s
Capital |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Accumulated
Deficit |
| |
Total
Member’s Equity |
| ||||||||||||
Balance, February 28, 2019
|
| | | $ | 425,822 | | | | | $ | (1,124) | | | | | $ | (117,132) | | | | | $ | 307,566 | | |
Investment by member
|
| | | | 5 | | | | | | | | | | | | | | | | | | 5 | | |
Repurchase of membership units
|
| | | | (116) | | | | | | | | | | | | | | | | | | (116) | | |
Unit-based compensation expense
|
| | | | 4,086 | | | | | | | | | | | | | | | | | | 4,086 | | |
Net loss and other comprehensive income
|
| | | | | | | | | | 1,201 | | | | | | (54,800) | | | | | | (53,599) | | |
Balance, August 31, 2019
|
| | | $ | 429,797 | | | | | $ | 77 | | | | | $ | (171,932) | | | | | $ | 257,942 | | |
|
| | |
Member’s
Capital |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Accumulated
Deficit |
| |
Total
Member’s Equity |
| ||||||||||||
Balance, February 29, 2020
|
| | | | 433,992 | | | | | | (898) | | | | | | (218,502) | | | | | | 214,592 | | |
Investment by member
|
| | | | 1,778 | | | | | | | | | | | | | | | | | | 1,778 | | |
Unit-based compensation expense
|
| | | | 4,017 | | | | | | | | | | | | | | | | | | 4,017 | | |
Net loss and other comprehensive loss
|
| | | | — | | | | | | (346) | | | | | | (41,292) | | | | | | (41,638) | | |
Balance, August 31, 2020
|
| | | $ | 439,787 | | | | | $ | (1,244) | | | | | $ | (259,794) | | | | | $ | 178,749 | | |
| | |
For the Six Months Ended
|
| |||||||||
| | |
August 31, 2020
|
| |
August 31, 2019
|
| ||||||
Americas | | | | $ | 157,799 | | | | | $ | 132,398 | | |
Europe | | | | | 2,697 | | | | | | 2,920 | | |
Asia Pacific
|
| | | | 4,445 | | | | | | 1,877 | | |
| | |
As of August 31, 2020
|
| |||||||||||||||||||||
| | |
Weighted
Average Useful Life |
| |
Cost
|
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||
Indefinite-lived: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade name
|
| | | | | | | | | $ | 11,849 | | | | | $ | — | | | | | $ | 11,849 | | |
Definite-lived: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade name
|
| | | | 15.0 | | | | | | 20,555 | | | | | | (3,704) | | | | | | 16,851 | | |
Noncompete agreements
|
| | | | 4.2 | | | | | | 1,919 | | | | | | (1,919) | | | | | | — | | |
Customer relationships
|
| | | | 12.8 | | | | | | 377,160 | | | | | | (85,127) | | | | | | 292,033 | | |
Technology
|
| | | | 6.5 | | | | | | 113,547 | | | | | | (45,656) | | | | | | 67,891 | | |
Content library
|
| | | | 10.0 | | | | | | 57,000 | | | | | | (6,650) | | | | | | 50,350 | | |
Backlog
|
| | | | 4.0 | | | | | | 7,000 | | | | | | (5,833) | | | | | | 1,167 | | |
| | | | | | | | | | | 577,181 | | | | | | (148,889) | | | | | | 428,292 | | |
Total
|
| | | | | | | | | $ | 589,030 | | | | | $ | (148,889) | | | | | $ | 440,141 | | |
|
| | |
As of February 29, 2020
|
| |||||||||||||||||||||
| | |
Weighted
Average Useful Life |
| |
Cost
|
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||
Indefinite-lived: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade name
|
| | | | | | | | | $ | 11,849 | | | | | $ | — | | | | | $ | 11,849 | | |
Definite-lived: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade name
|
| | | | 15.0 | | | | | | 20,555 | | | | | | (3,023) | | | | | | 17,532 | | |
Noncompete agreements
|
| | | | 4.2 | | | | | | 1,919 | | | | | | (1,894) | | | | | | 25 | | |
Customer relationships
|
| | | | 12.8 | | | | | | 377,160 | | | | | | (70,159) | | | | | | 307,001 | | |
Technology
|
| | | | 6.5 | | | | | | 113,547 | | | | | | (37,603) | | | | | | 75,944 | | |
Content library
|
| | | | 10.0 | | | | | | 57,000 | | | | | | (3,800) | | | | | | 53,200 | | |
Backlog
|
| | | | 4.0 | | | | | | 7,000 | | | | | | (4,958) | | | | | | 2,042 | | |
| | | | | | | | | | | 577,181 | | | | | | (121,437) | | | | | | 455,744 | | |
Total
|
| | | | | | | | | $ | 589,030 | | | | | $ | (121,437) | | | | | $ | 467,593 | | |
| | |
August 31, 2020
|
| |
February 29, 2020
|
| ||||||
Term Loan Due 2024
|
| | | $ | 909,590 | | | | | $ | 914,184 | | |
| | |
August 31, 2020
|
| |
February 29, 2020
|
| ||||||
Amber Term Loan
|
| | | | 36,588 | | | | | | 36,588 | | |
Revolving Credit Facility
|
| | | | — | | | | | | 15,000 | | |
Debt issuance costs
|
| | | | (18,340) | | | | | | (20,497) | | |
Other notes payable
|
| | | | 558 | | | | | | 376 | | |
Capital lease obligations
|
| | | | 14,630 | | | | | | 6,057 | | |
Total notes payable and capital lease obligations
|
| | | | 943,026 | | | | | | 951,708 | | |
Less: current portion
|
| | | $ | (51,802) | | | | | $ | (64,902) | | |
Notes payable and capital lease obligations, less current portion, net
|
| | | $ | 891,224 | | | | | $ | 886,806 | | |
|
| Fiscal year ending: | | | | | | | |
|
2021
|
| | | $ | 45,148 | | |
|
2022
|
| | | | 14,641 | | |
|
2023
|
| | | | 12,792 | | |
|
2024
|
| | | | 11,356 | | |
|
2025
|
| | | | 877,429 | | |
|
Total minimum payments
|
| | | | 961,366 | | |
|
Less: current portion
|
| | | | (51,802) | | |
|
Notes payable and capital lease obligations, less current portion
|
| | | $ | 909,564 | | |
| Fiscal year ending: | | | | | | | |
|
2021
|
| | | $ | 3,995 | | |
|
2022
|
| | | | 5,864 | | |
|
2023
|
| | | | 4,040 | | |
|
2024
|
| | | | 3,330 | | |
|
2025
|
| | | | 2,306 | | |
|
Thereafter
|
| | | | 1,679 | | |
|
Total minimum lease payments
|
| | | $ | 21,214 | | |
| | |
For the Six Months Ended August 31, 2020
|
| |||||||||
| | |
Number of
Units (in thousands) |
| |
Weighted Average
Grant Date Fair Value Per Unit |
| ||||||
Balance outstanding at February 29, 2020
|
| | | | 22,001 | | | | | $ | 1.51 | | |
Grants
|
| | | | — | | | | | | — | | |
Exercises
|
| | | | (1,290) | | | | | | 1.45 | | |
Forfeitures
|
| | | | (287) | | | | | | 1.64 | | |
Balance outstanding at August 31, 2020
|
| | | | 20,424 | | | | | $ | 1.51 | | |
|
| | |
For the Six Months Ended August 31, 2019
|
| |||||||||
| | |
Number of
Units (in thousands) |
| |
Weighted Average
Grant Date Fair Value Per Unit |
| ||||||
Balance outstanding at February 28, 2019
|
| | | | 18,617 | | | | | $ | 1.34 | | |
Grants
|
| | | | 3,355 | | | | | | 1.65 | | |
Exercises
|
| | | | (3) | | | | | | 1.65 | | |
Forfeitures
|
| | | | (255) | | | | | | 1.63 | | |
Balance outstanding at August 31, 2019
|
| | | | 21,714 | | | | | $ | 1.38 | | |
| | |
For the Six Months Ended August 31, 2020
|
| |||||||||
| | |
Number of Units
(in thousands) |
| |
Weighted Average Grant
Date Fair Value Per Unit |
| ||||||
Awards not vested at February 28, 2020
|
| | | | 8,955 | | | | | $ | 1.40 | | |
Awards granted
|
| | | | — | | | | | | — | | |
Awards released
|
| | | | (1,929) | | | | | | 1.48 | | |
Awards canceled and forfeited
|
| | | | — | | | | | | — | | |
Awards not vested at August 31, 2020
|
| | | | 7,026 | | | | | $ | 1.38 | | |
|
| | |
For the Six Months Ended August 31, 2019
|
| |||||||||
| | |
Number of Units
(in thousands) |
| |
Weighted Average Grant
Date Fair Value Per Unit |
| ||||||
Awards not vested at February 28, 2019
|
| | | | 12,651 | | | | | $ | 1.41 | | |
Awards granted
|
| | | | 500 | | | | | | 1.65 | | |
Awards released
|
| | | | (2,098) | | | | | | 1.47 | | |
Awards canceled and forfeited
|
| | | | — | | | | | | — | | |
Awards not vested at August 31, 2019
|
| | | | 11,053 | | | | | $ | 1.41 | | |
| | |
Cost
|
| |
Gross Unrealized
Gains |
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| ||||||||||||
Marketable securities
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Cash held in escrow
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Asset-backed securities
|
| | | | 162 | | | | | | 59 | | | | | | — | | | | | | 221 | | |
Total investments
|
| | | $ | 162 | | | | | $ | 59 | | | | | $ | — | | | | | $ | 221 | | |
| | |
Cost
|
| |
Gross Unrealized
Gains |
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| ||||||||||||
Marketable securities
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Cash held in escrow
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Asset-backed securities
|
| | | | 162 | | | | | | 17 | | | | | | — | | | | | | 179 | | |
Total long-term investments
|
| | | $ | 162 | | | | | $ | 17 | | | | | $ | — | | | | | $ | 179 | | |
| | |
August 31, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Total cash equivalents
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Investments: | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset-backed securities
|
| | | | — | | | | | | 221 | | | | | | — | | | | | | 221 | | |
Total investments
|
| | | | — | | | | | | 221 | | | | | | — | | | | | | 221 | | |
Total assets
|
| | | $ | — | | | | | $ | 221 | | | | | $ | — | | | | | $ | 221 | | |
Liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Earn-out liability
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,000 | | | | | $ | 2,000 | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,000 | | | | | $ | 2,000 | | |
|
| | |
February 29, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market
|
| | | $ | 4 | | | | | $ | — | | | | | $ | — | | | | | $ | 4 | | |
Total cash equivalents
|
| | | | 4 | | | | | | — | | | | | | — | | | | | | 4 | | |
Investments: | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset-backed securities
|
| | | | — | | | | | | 179 | | | | | | — | | | | | | 179 | | |
Total investments
|
| | | | — | | | | | | 179 | | | | | | — | | | | | | 179 | | |
Total assets
|
| | | $ | 4 | | | | | $ | 179 | | | | | $ | — | | | | | $ | 183 | | |
Liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Earn-out liability
|
| | | $ | — | | | | | $ | — | | | | | $ | 2000 | | | | | $ | 2000 | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 2000 | | | | | $ | 2000 | | |
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Assets | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 19,494 | | | | | $ | 48,873 | | |
Restricted cash
|
| | | | 28,934 | | | | | | 30,515 | | |
Short-term investments
|
| | | | — | | | | | | 559 | | |
Accounts receivable – net of allowance of $1,886 and $1,631, respectively
|
| | | | 118,777 | | | | | | 49,341 | | |
Prepaid expenses and other current assets
|
| | | | 12,602 | | | | | | 7,662 | | |
Total current assets
|
| | | | 179,807 | | | | | | 136,950 | | |
Long term investments
|
| | | | 179 | | | | | | 186 | | |
Goodwill
|
| | | | 752,756 | | | | | | 482,378 | | |
Intangible assets, net
|
| | | | 467,593 | | | | | | 313,045 | | |
Property and equipment, net
|
| | | | 25,232 | | | | | | 15,049 | | |
Other noncurrent assets
|
| | | | 14,445 | | | | | | 3,496 | | |
Total Assets
|
| | | $ | 1,440,012 | | | | | $ | 951,104 | | |
Liabilities and Member’s Equity | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued liabilities
|
| | | $ | 58,451 | | | | | $ | 42,675 | | |
Incentive program payable
|
| | | | 28,934 | | | | | | 30,515 | | |
Deferred revenue
|
| | | | 142,027 | | | | | | 73,017 | | |
Acquisition-related obligations
|
| | | | 3,100 | | | | | | 3,699 | | |
Current portion of notes payable and capital lease obligations
|
| | | | 64,902 | | | | | | 9,590 | | |
Total current liabilities
|
| | | | 297,414 | | | | | | 159,496 | | |
Long-term deferred revenue
|
| | | | 2,656 | | | | | | 3,763 | | |
Notes payable and capital lease obligations
|
| | | | 886,806 | | | | | | 465,714 | | |
Other noncurrent liabilities
|
| | | | 38,544 | | | | | | 18,888 | | |
Total liabilities
|
| | | | 1,225,420 | | | | | | 647,861 | | |
Commitments and Contingencies (Note 14) | | | | | | | | | | | | | |
Member’s Equity | | | | | | | | | | | | | |
Member’s capital
|
| | | | 433,992 | | | | | | 425,822 | | |
Accumulated other comprehensive loss
|
| | | | (898) | | | | | | (1,124) | | |
Accumulated deficit
|
| | | | (218,502) | | | | | | (121,455) | | |
Total member’s equity
|
| | | | 214,592 | | | | | | 303,243 | | |
Total Liabilities and Member’s Equity
|
| | | $ | 1,440,012 | | | | | $ | 951,104 | | |
| | |
Fiscal Year Ended
February 29, 2020 |
| |
Fiscal Year Ended
February 28, 2019 |
| ||||||
Revenue | | | | | | | | | | | | | |
Subscription revenue
|
| | | $ | 243,981 | | | | | $ | 153,634 | | |
Professional services
|
| | | | 61,121 | | | | | | 47,573 | | |
Total revenue
|
| | | | 305,102 | | | | | | 201,207 | | |
Cost of Revenue | | | | | | | | | | | | | |
Subscriptions
|
| | | | 59,113 | | | | | | 33,537 | | |
Professional services and other
|
| | | | 42,414 | | | | | | 31,673 | | |
Amortization of acquired intangible assets
|
| | | | 19,538 | | | | | | 8,350 | | |
Total cost of revenue
|
| | | | 121,065 | | | | | | 73,560 | | |
Gross Profit
|
| | | | 184,037 | | | | | | 127,647 | | |
Operating Expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 61,882 | | | | | | 42,523 | | |
Sales and marketing
|
| | | | 53,605 | | | | | | 34,398 | | |
General and administrative
|
| | | | 51,799 | | | | | | 28,001 | | |
Acquisition-related expenses
|
| | | | 26,709 | | | | | | 15,577 | | |
Amortization of acquired intangible assets
|
| | | | 31,129 | | | | | | 20,061 | | |
Total operating expenses
|
| | | | 225,124 | | | | | | 140,560 | | |
Loss from operations
|
| | | | (41,087) | | | | | | (12,913) | | |
Interest and other expense, net
|
| | | | (67,554) | | | | | | (20,846) | | |
Loss on extinguishment of debt
|
| | | | — | | | | | | (4,604) | | |
Total other expenses
|
| | | | (67,554) | | | | | | (25,450) | | |
Loss before income tax benefit
|
| | | | (108,641) | | | | | | (38,363) | | |
Income tax benefit
|
| | | | (7,271) | | | | | | (8,245) | | |
Net loss
|
| | | | (101,370) | | | | | | (30,118) | | |
Other comprehensive income (loss), net
|
| | | | | | | | | | | | |
Net change in unrealized loss on investments
|
| | | | (7) | | | | | | (2,777) | | |
Net foreign currency translation gains (losses)
|
| | | | 233 | | | | | | (73) | | |
Total other comprehensive income (loss), net
|
| | | | 226 | | | | | | (2,850) | | |
Comprehensive loss
|
| | | $ | (101,144) | | | | | $ | (32,968) | | |
| | |
Fiscal Year Ended
February 29, 2020 |
| |
Fiscal Year Ended
February 28, 2019 |
| ||||||
Operating Activities | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (101,370) | | | | | $ | (30,118) | | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
| | | | | | | | | | | | |
Unit-based compensation
|
| | | | 8,222 | | | | | | 8,166 | | |
Depreciation and amortization
|
| | | | 60,416 | | | | | | 34,348 | | |
Amortization of deferred commissions
|
| | | | 2,238 | | | | | | — | | |
Amortization of debt issuance cost
|
| | | | 3,519 | | | | | | 1,296 | | |
Change in fair value of acquisition earn-out liability
|
| | | | (146) | | | | | | (77) | | |
Gain on sale of short-term investment
|
| | | | — | | | | | | (2,246) | | |
Loss on disposal of property and equipment
|
| | | | 142 | | | | | | 47 | | |
Loss on extinguishment of debt
|
| | | | — | | | | | | 4,604 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable, net
|
| | | | (49,992) | | | | | | (7,958) | | |
Prepaid expenses and other current assets
|
| | | | (1,276) | | | | | | 726 | | |
Other noncurrent assets
|
| | | | (9,113) | | | | | | (472) | | |
Accounts payable and accrued liabilities
|
| | | | 5,493 | | | | | | (6,284) | | |
Deferred revenue
|
| | | | 36,770 | | | | | | 1,406 | | |
Changes in other liabilities
|
| | | | (9,169) | | | | | | (9,370) | | |
Incentive program payable
|
| | | | (1,581) | | | | | | 15,815 | | |
Net cash (used in) provided by operating activities
|
| | | | (55,847) | | | | | | 9,883 | | |
Investing Activities | | | | | | | | | | | | | |
Capital expenditures
|
| | | | (11,563) | | | | | | (2,712) | | |
Payments for acquisitions – net of cash acquired
|
| | | | (431,399) | | | | | | (244,449) | | |
Sale of marketable securities
|
| | | | — | | | | | | 11,419 | | |
Net cash used in investing activities
|
| | | | (442,962) | | | | | | (235,742) | | |
Financing Activities | | | | | | | | | | | | | |
Proceeds from sale of membership units
|
| | | | 63 | | | | | | 85 | | |
Repurchase of membership units, net
|
| | | | (115) | | | | | | (1,564) | | |
Proceeds from indebtedness
|
| | | | 492,588 | | | | | | 480,000 | | |
Repayments of indebtedness
|
| | | | (5,529) | | | | | | (197,979) | | |
Debt extinguishment costs
|
| | | | — | | | | | | (3,085) | | |
Repayments of capital lease obligations
|
| | | | (6,449) | | | | | | (5,245) | | |
Payments of debt issuance costs
|
| | | | (12,941) | | | | | | (11,538) | | |
Net cash provided by financing activities
|
| | | | 467,617 | | | | | | 260,674 | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | 232 | | | | | | (112) | | |
|
| | |
Fiscal Year Ended
February 29, 2020 |
| |
Fiscal Year Ended
February 28, 2019 |
| ||||||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
| | | | (30,960) | | | | | | 34,703 | | |
Cash and cash equivalents and restricted cash – beginning of year
|
| | | | 79,388 | | | | | | 44,685 | | |
Cash and cash equivalents and restricted cash – end of year
|
| | | $ | 48,428 | | | | | $ | 79,388 | | |
Reconciliation of cash, cash equivalents and restricted cash: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 19,494 | | | | | $ | 48,873 | | |
Restricted cash
|
| | | | 28,934 | | | | | | 30,515 | | |
Total cash, cash equivalents and restricted cash
|
| | | $ | 48,428 | | | | | $ | 79,388 | | |
Supplemental Information – Cash Paid for: | | | | | | | | | | | | | |
Interest
|
| | | $ | 62,159 | | | | | $ | 22,744 | | |
Income taxes
|
| | | $ | 1,825 | | | | | $ | 1,223 | | |
Non-Cash Investing and Financing Activities: | | | | | | | | | | | | | |
Capital expenditures financed under capital lease obligations
|
| | | $ | 3,218 | | | | | $ | 3,612 | | |
Capital expenditures included in accounts payable and accrued liabilities
|
| | | $ | 2,175 | | | | | $ | 432 | | |
Prepaid software, maintenance, and insurance under notes payable
|
| | | $ | — | | | | | $ | 112 | | |
Membership units issued in connection with acquisitions
|
| | | $ | — | | | | | $ | 9,394 | | |
|
| | |
Member’s
Capital |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Accumulated
Deficit |
| |
Total
Member’s Equity |
| ||||||||||||
Balance, February 28, 2018
|
| | | $ | 409,741 | | | | | $ | 1,726 | | | | | $ | (91,337) | | | | | $ | 320,130 | | |
Investment by member
|
| | | | 85 | | | | | | — | | | | | | — | | | | | | 85 | | |
Net assets contributed by member
|
| | | | 9,394 | | | | | | — | | | | | | — | | | | | | 9,394 | | |
Repurchase of membership units
|
| | | | (1,564) | | | | | | — | | | | | | — | | | | | | (1,564) | | |
Unit-based compensation expense
|
| | | | 8,166 | | | | | | — | | | | | | — | | | | | | 8,166 | | |
Net loss and other comprehensive loss
|
| | | | — | | | | | | (2,850) | | | | | | (30,118) | | | | | | (32,968) | | |
Balance, February 28, 2019
|
| | | | 425,822 | | | | | | (1,124) | | | | | | (121,455) | | | | | | 303,243 | | |
Adoption of new accounting standard
|
| | | | — | | | | | | — | | | | | | 4,323 | | | | | | 4,323 | | |
Adjusted Balance, February 28, 2019
|
| | | | 425,822 | | | | | | (1,124) | | | | | | (117,132) | | | | | | 307,566 | | |
Investment by member
|
| | | | 63 | | | | | | — | | | | | | — | | | | | | 63 | | |
Repurchase of membership units
|
| | | | (115) | | | | | | — | | | | | | — | | | | | | (115) | | |
Unit-based compensation expense
|
| | | | 8,222 | | | | | | — | | | | | | — | | | | | | 8,222 | | |
Net loss and other comprehensive income
|
| | | | — | | | | | | 226 | | | | | | (101,370) | | | | | | (101,144) | | |
Balance, February 29, 2020
|
| | | $ | 433,992 | | | | | $ | (898) | | | | | $ | (218,502) | | | | | $ | 214,592 | | |
| Trade name | | |
15 years or Indefinite
|
|
| Noncompete agreements | | |
1 – 5 years
|
|
| Customer relationships | | |
10 – 15 years
|
|
| Technology | | |
1 – 7 years
|
|
| Content library | | |
10 years
|
|
| Backlog | | |
4 years
|
|
| | |
February 28, 2019
|
| |
ASC 606 Adoption
Adjustments |
| |
March 1, 2019
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | | $ | 7,662 | | | | | $ | 1,520 | | | | | $ | 9,182 | | |
Other noncurrent assets
|
| | | | 3,496 | | | | | | 2,864 | | | | | | 6,360 | | |
Liabilities and member’s equity | | | | | | | | | | | | | | | | | | | |
Other noncurrent liabilities
|
| | | | 18,888 | | | | | | 61 | | | | | | 18,949 | | |
Accumulated deficit
|
| | | | (121,455) | | | | | | 4,323 | | | | | | (117,132) | | |
| | |
Balances without
ASC 606 Adoption Impact |
| |
ASC 606 Adoption
Adjustments |
| |
As Reported Balances at
February 29, 2020 |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | | $ | 8,924 | | | | | $ | 3,678 | | | | | $ | 12,602 | | |
Other noncurrent assets
|
| | | | 6,285 | | | | | | 8,160 | | | | | | 14,445 | | |
Liabilities and member’s equity | | | | | | | | | | | | | | | | | | | |
Deferred revenue
|
| | | | 142,673 | | | | | | (646) | | | | | | 142,027 | | |
Other noncurrent liabilities
|
| | | | 38,249 | | | | | | 295 | | | | | | 38,544 | | |
Accumulated deficit
|
| | | | (230,691) | | | | | | 12,189 | | | | | | (218,502) | | |
| | |
Balances without
ASC 606 Adoption Impact |
| |
ASC 606 Adoption
Adjustments |
| |
As Reported for Year
Ended February 29, 2020 |
| |||||||||
Revenue | | | | | | | | | | | | | | | | | | | |
Subscription revenue
|
| | | $ | 243,335 | | | | | $ | 646 | | | | | $ | 243,981 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Sales and marketing
|
| | | | 61,061 | | | | | | (7,456) | | | | | | 53,605 | | |
Income tax benefit
|
| | | | (7,507) | | | | | | 236 | | | | | | (7,271) | | |
Net (loss) income
|
| | | | (109,236) | | | | | | 7,866 | | | | | | (101,370) | | |
| | |
For the Fiscal Year Ended
|
| |||||||||
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Americas
|
| | | $ | 293,751 | | | | | $ | 197,245 | | |
Europe
|
| | | | 6,271 | | | | | | 3,594 | | |
Asia Pacific
|
| | | | 5,080 | | | | | | 368 | | |
| | | | | | | | |
Useful Lives
|
|
Net assets: | | | | |||||||
Trade name
|
| | | $ | 8,842 | | | |
15 Years
|
|
Customer relationships
|
| | | | 76,142 | | | |
12 Years
|
|
Technology
|
| | | | 29,414 | | | |
7 Years
|
|
Total identifiable intangible assets
|
| | | | 114,398 | | | | | |
Cash and cash equivalents
|
| | | | 16,496 | | | | | |
Accounts receivable
|
| | | | 4,970 | | | | | |
Prepaid expenses and other current assets
|
| | | | 2,068 | | | | | |
Fixed assets
|
| | | | 2,101 | | | | | |
Other non-current assets
|
| | | | 497 | | | | | |
Total tangible assets
|
| | | | 26,132 | | | | | |
Goodwill
|
| | | | 150,089 | | | | | |
Total assets
|
| | | | 290,619 | | | | | |
Accounts payable
|
| | | | 2,361 | | | | | |
Accrued expenses and other liabilities
|
| | | | 16,589 | | | | | |
Deferred revenue
|
| | | | 4,895 | | | | | |
Other long-term liabilities
|
| | | | 14,845 | | | | | |
Total liabilities assumed
|
| | | | 38,690 | | | | | |
Net assets acquired
|
| | | $ | 251,929 | | | | | |
| | | | | | | | |
Useful Lives
|
|
Net assets: | | | | |||||||
Content library
|
| | | $ | 57,000 | | | |
10 Years
|
|
Customer relationships
|
| | | | 103,100 | | | |
12 Years
|
|
Technology
|
| | | | 41,000 | | | |
7 Years
|
|
Total identifiable intangible assets
|
| | | | 201,100 | | | | | |
Cash and cash equivalents
|
| | | | 6,524 | | | | | |
Accounts receivable
|
| | | | 19,191 | | | | | |
Prepaid expenses and other current assets
|
| | | | 2,145 | | | | | |
Fixed assets
|
| | | | 3,160 | | | | | |
Other non-current assets
|
| | | | 1,261 | | | | | |
Total tangible assets
|
| | | | 32,281 | | | | | |
Goodwill
|
| | | | 263,317 | | | | | |
Total assets
|
| | | | 496,698 | | | | | |
Accounts payable
|
| | | | 2,100 | | | | | |
Accrued expenses and other liabilities
|
| | | | 6,901 | | | | | |
Deferred revenue
|
| | | | 29,872 | | | | | |
Other long-term liabilities
|
| | | | 29,181 | | | | | |
Total liabilities assumed
|
| | | | 68,054 | | | | | |
Net assets acquired
|
| | | $ | 428,644 | | | | | |
| | |
Unaudited
|
| |||||||||
| | |
For the Fiscal Year Ended
|
| |||||||||
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Revenue
|
| | | $ | 333,300 | | | | | $ | 325,667 | | |
Loss before income tax benefit
|
| | | | (114,793) | | | | | | (140,551) | | |
Net loss
|
| | | | (107,675) | | | | | | (129,165) | | |
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Prepaid software and hardware license and maintenance fees
|
| | | $ | 3,346 | | | | | $ | 3,095 | | |
Deferred commissions
|
| | | | 3,678 | | | | | | — | | |
Other prepaid expenses and other current assets
|
| | | | 5,578 | | | | | | 4,567 | | |
| | | | $ | 12,602 | | | | | $ | 7,662 | | |
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Computer equipment
|
| | | $ | 19,962 | | | | | $ | 13,063 | | |
Software
|
| | | | 11,063 | | | | | | 7,712 | | |
Furniture and fixtures
|
| | | | 5,592 | | | | | | 2,518 | | |
Leasehold improvements
|
| | | | 9,708 | | | | | | 4,043 | | |
| | | | | 46,325 | | | | | | 27,336 | | |
Less accumulated depreciation and amortization
|
| | | | (21,093) | | | | | | (12,287) | | |
| | | | $ | 25,232 | | | | | $ | 15,049 | | |
|
Balance, February 28, 2018
|
| | | $ | 315,399 | | |
|
Cloud acquisition
|
| | | | 16,648 | | |
|
INTTRA acquisition
|
| | | | 150,089 | | |
|
Measurement period adjustments
|
| | | | 242 | | |
|
Balance, February 28, 2019
|
| | | | 482,378 | | |
|
Amber Road acquisition
|
| | | | 263,317 | | |
|
Averetek acquisition
|
| | | | 7,191 | | |
|
Measurement period adjustments
|
| | | | (130) | | |
|
Balance, February 29, 2020
|
| | | $ | 752,756 | | |
|
| | |
As of February 29, 2020
|
| |||||||||||||||||||||
| | |
Weighted
Average Useful Life |
| |
Cost
|
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||
Indefinite-lived: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade name
|
| | | | | | | | | $ | 11,849 | | | | | $ | — | | | | | $ | 11,849 | | |
Definite-lived: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade name
|
| | | | 15.0 | | | | | | 20,555 | | | | | | (3,023) | | | | | | 17,532 | | |
Noncompete agreements
|
| | | | 4.2 | | | | | | 1,919 | | | | | | (1,894) | | | | | | 25 | | |
Customer relationships
|
| | | | 12.8 | | | | | | 377,160 | | | | | | (70,159) | | | | | | 307,001 | | |
Technology
|
| | | | 6.5 | | | | | | 113,547 | | | | | | (37,603) | | | | | | 75,944 | | |
Content library
|
| | | | 10.0 | | | | | | 57,000 | | | | | | (3,800) | | | | | | 53,200 | | |
Backlog
|
| | | | 4.0 | | | | | | 7,000 | | | | | | (4,958) | | | | | | 2,042 | | |
| | | | | | | | | | | 577,181 | | | | | | (121,437) | | | | | | 455,744 | | |
Total
|
| | | | | | | | | $ | 589,030 | | | | | $ | (121,437) | | | | | $ | 467,593 | | |
|
| | |
As of February 28, 2019
|
| |||||||||||||||||||||
| | |
Weighted
Average Useful Life |
| |
Cost
|
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||
Indefinite-lived: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade name
|
| | | | | | | | | $ | 11,849 | | | | | $ | — | | | | | $ | 11,849 | | |
Definite-lived: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade name
|
| | | | 15.0 | | | | | | 20,555 | | | | | | (1,653) | | | | | | 18,902 | | |
Noncompete agreements
|
| | | | 4.2 | | | | | | 1,919 | | | | | | (1,593) | | | | | | 326 | | |
Customer relationships
|
| | | | 13.1 | | | | | | 270,960 | | | | | | (43,262) | | | | | | 227,698 | | |
Technology
|
| | | | 6.3 | | | | | | 71,547 | | | | | | (21,069) | | | | | | 50,478 | | |
Backlog
|
| | | | 4.0 | | | | | | 7,000 | | | | | | (3,208) | | | | | | 3,792 | | |
| | | | | | | | | | | 371,981 | | | | | | (70,785) | | | | | | 301,196 | | |
Total
|
| | | | | | | | | $ | 383,830 | | | | | $ | (70,785) | | | | | $ | 313,045 | | |
Fiscal Year Ending
|
| |
Amount
|
| |||
2021
|
| | | $ | 54,212 | | |
2022
|
| | | | 52,118 | | |
2023
|
| | | | 49,324 | | |
2024
|
| | | | 48,298 | | |
2025
|
| | | | 47,498 | | |
2026 and thereafter
|
| | | | 204,294 | | |
Total future amortization
|
| | | $ | 455,744 | | |
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Accrued compensation costs
|
| | | $ | 25,011 | | | | | $ | 18,482 | | |
Accrued severance and retention
|
| | | | 2,613 | | | | | | 3,779 | | |
Trade accounts payable
|
| | | | 13,508 | | | | | | 8,979 | | |
Accrued professional fees
|
| | | | 3,168 | | | | | | 1,983 | | |
Restructuring liability
|
| | | | 1,117 | | | | | | 730 | | |
Taxes payable
|
| | | | 1,404 | | | | | | 1,700 | | |
Interest payable
|
| | | | 309 | | | | | | 89 | | |
Other
|
| | | | 11,321 | | | | | | 6,933 | | |
| | | | $ | 58,451 | | | | | $ | 42,675 | | |
| Fiscal year ending: | | | | | | | |
|
2021
|
| | | $ | 64,902 | | |
|
2022
|
| | | | 11,070 | | |
|
2023
|
| | | | 9,616 | | |
|
2024
|
| | | | 9,188 | | |
|
2025
|
| | | | 877,429 | | |
|
Total minimum payments
|
| | | | 972,205 | | |
|
Less: current portion
|
| | | | (64,902) | | |
|
Notes payable and capital lease obligations, less current portion
|
| | | $ | 907,303 | | |
| | |
For the Fiscal Year Ended
|
| |||||||||
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Severance
|
| | | $ | 7,195 | | | | | $ | 6,113 | | |
Lease exits
|
| | | | 1,132 | | | | | | 2,194 | | |
| | | | $ | 8,327 | | | | | $ | 8,307 | | |
|
Accruals as of February 28, 2018
|
| | | $ | 1,979 | | |
|
Payments
|
| | | | (5,777) | | |
|
Expenses
|
| | | | 8,307 | | |
|
Accruals as of February 28, 2019
|
| | | | 4,509 | | |
|
Payments
|
| | | | (9,106) | | |
|
Expenses
|
| | | | 8,327 | | |
|
Accruals as of February 29, 2020
|
| | | $ | 3,730 | | |
| Fiscal year ending: | | | | | | | |
|
2021
|
| | | $ | 7,990 | | |
|
2022
|
| | | | 5,864 | | |
|
2023
|
| | | | 4,040 | | |
|
2024
|
| | | | 3,330 | | |
|
2025
|
| | | | 2,306 | | |
|
Thereafter
|
| | | | 1,679 | | |
|
Total minimum lease payments
|
| | | $ | 25,209 | | |
|
| | |
For the Fiscal Year Ended
|
| |||||||||
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Current: | | | | | | | | | | | | | |
Federal
|
| | | $ | 125 | | | | | $ | (7,631) | | |
State
|
| | | | (31) | | | | | | 34 | | |
Foreign
|
| | | | 1,265 | | | | | | 1,860 | | |
Total Current
|
| | | $ | 1,359 | | | | | $ | (5,737) | | |
Deferred: | | | | | | | | | | | | | |
Federal
|
| | | $ | (6,850) | | | | | $ | (505) | | |
State
|
| | | | (1,666) | | | | | | (1,728) | | |
Foreign
|
| | | | (114) | | | | | | (275) | | |
Total Deferred
|
| | | $ | (8,630) | | | | | $ | (2,508) | | |
Total provision for income taxes
|
| | | $ | (7,271) | | | | | $ | (8,245) | | |
|
| | |
For the Fiscal Year Ended
|
| |||||||||
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
U.S. federal tax benefit at statutory rate
|
| | | $ | (22,815) | | | | | $ | (8,056) | | |
State tax, net of federal benefit
|
| | | | (1,713) | | | | | | (1,637) | | |
Foreign rate differential
|
| | | | 670 | | | | | | 1,110 | | |
Tax credit carryforwards
|
| | | | (91) | | | | | | (73) | | |
Acquisition related adjustment
|
| | | | 8 | | | | | | 1 | | |
Earnings taxed at affiliate
|
| | | | 15,961 | | | | | | 6,914 | | |
Global intangible low-taxed income inclusion
|
| | | | 197 | | | | | | 563 | | |
Release of accrual for uncertain tax positions
|
| | | | (23) | | | | | | (8,017) | | |
Other
|
| | | | (1,074) | | | | | | 104 | | |
Change in valuation allowance
|
| | | | 1,609 | | | | | | 846 | | |
Total benefit for income taxes
|
| | | $ | (7,271) | | | | | $ | (8,245) | | |
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carryforwards
|
| | | $ | 78,738 | | | | | $ | 48,970 | | |
Tax credits
|
| | | | 1,575 | | | | | | 1,621 | | |
Property and equipment
|
| | | | 796 | | | | | | 518 | | |
Other Deferred Tax Asset
|
| | | | 4,010 | | | | | | 2,045 | | |
Accruals & reserves
|
| | | | 1,416 | | | | | | 1,139 | | |
Deferred revenue
|
| | | | 2,018 | | | | | | 1,534 | | |
Total deferred tax assets
|
| | | | 88,553 | | | | | | 55,827 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Intangibles
|
| | | | 100,020 | | | | | | 54,802 | | |
Other Deferred Tax Liability
|
| | | | 754 | | | | | | 407 | | |
Total deferred tax liabilities
|
| | | | 100,774 | | | | | | 55,209 | | |
Valuation allowance:
|
| | | | (22,855) | | | | | | (16,706) | | |
Net deferred tax assets (liabilities)
|
| | | $ | (35,076) | | | | | $ | (16,088) | | |
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Unrecognized benefit – beginning of period
|
| | | $ | 1,570 | | | | | $ | 8,904 | | |
Gross increases – current year tax positions
|
| | | | — | | | | | | — | | |
Gross increases – prior year tax positions
|
| | | | — | | | | | | — | | |
Gross increases – for acquisitions
|
| | | | — | | | | | | — | | |
Gross decreases – prior year tax positions
|
| | | | (12) | | | | | | (7,312) | | |
Gross decreases – prior year tax positions due to statute lapse
|
| | | | (23) | | | | | | (22) | | |
Unrecognized benefit – end of period
|
| | | $ | 1,535 | | | | | $ | 1,570 | | |
| Expected term (in years) | | |
6
|
|
| Expected equity price volatility | | |
23% - 55%
|
|
| Risk-free interest rate | | |
1.9% - 2.8%
|
|
| Expected dividend yield | | |
0%
|
|
| | |
Number of Units
(in thousands) |
| |
Weighted Average
Exercise Price Per Unit |
| |
Weighted Average
Remaining Term (in years) |
| |||||||||
Balance outstanding at February 28, 2018
|
| | | | 17,985 | | | | | $ | 1.32 | | | | | | 3.1 | | |
Options granted
|
| | | | 2,641 | | | | | | 1.60 | | | | | | | | |
Options exercised
|
| | | | (169) | | | | | | 1.03 | | | | | | | | |
Options canceled and forfeited
|
| | | | (1,840) | | | | | | 1.53 | | | | | | | | |
Balance outstanding at February 28, 2019
|
| | | | 18,617 | | | | | $ | 1.34 | | | | | | 2.3 | | |
Options granted
|
| | | | 5,713 | | | | | | 2.04 | | | | | | | | |
Options exercised
|
| | | | (37) | | | | | | 1.61 | | | | | | | | |
Options canceled and forfeited
|
| | | | (2,292) | | | | | | 1.51 | | | | | | | | |
Balance outstanding at February 29, 2020
|
| | | | 22,001 | | | | | $ | 1.51 | | | | | | 1.9 | | |
| | |
Number of Units
(in thousands) |
| |
Weighted Average
Grant Date Fair Value Per Unit |
| |
Weighted Average
Remaining Term (in years) |
| |||||||||
Awards not vested at February 28, 2018
|
| | | | 15,973 | | | | | $ | 1.50 | | | | | | 3.3 | | |
Awards granted
|
| | | | 1,189 | | | | | | 1.57 | | | | | | | | |
Awards released
|
| | | | (4,511) | | | | | | 1.46 | | | | | | | | |
Awards canceled and forfeited
|
| | | | — | | | | | | — | | | | | | | | |
Awards not vested at February 28, 2019
|
| | | | 12,651 | | | | | $ | 1.41 | | | | | | 2.1 | | |
Awards granted
|
| | | | 500 | | | | | | 1.65 | | | | | | | | |
Awards released
|
| | | | (4,196) | | | | | | 1.47 | | | | | | | | |
Awards canceled and forfeited
|
| | | | — | | | | | | — | | | | | | | | |
Awards not vested at February 29, 2020
|
| | | | 8,955 | | | | | $ | 1.40 | | | | | | 1.5 | | |
| | |
For the Fiscal Year Ended
|
| |||||||||
| | |
February 29, 2020
|
| |
February 28, 2019
|
| ||||||
Cost of revenue
|
| | | $ | 423 | | | | | $ | 429 | | |
Research and development
|
| | | | 151 | | | | | | 440 | | |
Sales and marketing
|
| | | | 1,316 | | | | | | 1,033 | | |
General and administrative
|
| | | | 6,332 | | | | | | 6,264 | | |
Total stock-based compensation
|
| | | $ | 8,222 | | | | | $ | 8,166 | | |
| | |
Cost
|
| |
Gross Unrealized
Gains |
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| ||||||||||||
As of February 29, 2020: | | | | | | ||||||||||||||||||||
Marketable securities
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Cash held in escrow
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Asset-backed securities
|
| | | | 162 | | | | | | 17 | | | | | | — | | | | | | 179 | | |
Total investments
|
| | | $ | 162 | | | | | $ | 17 | | | | | $ | — | | | | | $ | 179 | | |
|
| | |
Cost
|
| |
Gross Unrealized
Gains |
| |
Gross
Unrealized Losses |
| |
Fair Value
|
| ||||||||||||
As of February 28, 2019: | | | | | | ||||||||||||||||||||
Marketable securities
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Cash held in escrow
|
| | | | 559 | | | | | | — | | | | | | — | | | | | | 559 | | |
Asset-backed securities
|
| | | | 162 | | | | | | 24 | | | | | | — | | | | | | 186 | | |
Total long-term investments
|
| | | $ | 721 | | | | | $ | 24 | | | | | $ | — | | | | | $ | 745 | | |
| | |
February 29, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market
|
| | | $ | 4 | | | | | $ | — | | | | | $ | — | | | | | $ | 4 | | |
Total cash equivalents
|
| | | | 4 | | | | | | — | | | | | | — | | | | | | 4 | | |
Investments: | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Cash held in escrow
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Asset-backed securities
|
| | | | — | | | | | | 179 | | | | | | — | | | | | | 179 | | |
Total investments
|
| | | | — | | | | | | 179 | | | | | | — | | | | | | 179 | | |
Total assets
|
| | | $ | 4 | | | | | $ | 179 | | | | | $ | — | | | | | $ | 183 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Earn-out liability
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,000 | | | | | $ | 2,000 | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,000 | | | | | $ | 2,000 | | |
|
| | |
February 28, 2019
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Money market
|
| | | $ | 57 | | | | | $ | — | | | | | $ | — | | | | | $ | 57 | | |
Total cash equivalents
|
| | | | 57 | | | | | | — | | | | | | — | | | | | | 57 | | |
Investments: | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Cash held in escrow
|
| | | | 559 | | | | | | — | | | | | | — | | | | | | 559 | | |
Asset-backed securities
|
| | | | — | | | | | | 186 | | | | | | — | | | | | | 186 | | |
Total investments
|
| | | | 559 | | | | | | 186 | | | | | | — | | | | | | 745 | | |
Total assets
|
| | | $ | 616 | | | | | $ | 186 | | | | | $ | — | | | | | $ | 802 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Earn-out liability
|
| | | $ | — | | | | | $ | — | | | | | $ | 620 | | | | | $ | 620 | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 620 | | | | | $ | 620 | | |
|
|
Earn-out liability as of February 28, 2018
|
| | | $ | 697 | | |
|
Acquisition date fair value of contingent consideration
|
| | | | — | | |
|
Change in fair value of contingent consideration
|
| | | | (77) | | |
|
Earn-out liability as of February 28, 2019
|
| | | | 620 | | |
|
Acquisition date fair value of contingent consideration
|
| | | | 2,000 | | |
|
Cash payments
|
| | | | (464) | | |
|
Change in fair value of contingent consideration
|
| | | | (146) | | |
|
Foreign exchange
|
| | | | (10) | | |
|
Earn-out liability as of February 29, 2020
|
| | | $ | 2,000 | | |
| | |
Page
|
| |||
| | | | F-77 | | | |
| | | | F-78 | | | |
| | | | F-79 | | | |
| | | | F-80 | | | |
| | | | F-81 | | | |
| | | | F-82 | | | |
| | | | F-83 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Assets
|
| | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 7,514,719 | | | | | $ | 9,360,601 | | |
Accounts receivable, net
|
| | | | 17,171,777 | | | | | | 16,957,044 | | |
Unbilled receivables
|
| | | | 1,004,447 | | | | | | 884,104 | | |
Deferred commissions
|
| | | | 4,023,473 | | | | | | 4,400,015 | | |
Prepaid expenses and other current assets
|
| | | | 1,977,662 | | | | | | 1,715,534 | | |
Total current assets
|
| | | | 31,692,078 | | | | | | 33,317,298 | | |
Property and equipment, net
|
| | | | 10,132,808 | | | | | | 9,370,104 | | |
Goodwill
|
| | | | 43,731,942 | | | | | | 43,768,269 | | |
Other intangibles, net
|
| | | | 3,953,582 | | | | | | 4,999,885 | | |
Deferred commissions
|
| | | | 9,092,591 | | | | | | 6,734,326 | | |
Deposits and other assets
|
| | | | 1,499,976 | | | | | | 1,180,163 | | |
Total assets
|
| | | $ | 100,102,977 | | | | | $ | 99,370,045 | | |
Liabilities and Stockholders’ Equity
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 2,473,289 | | | | | $ | 2,650,582 | | |
Accrued expenses
|
| | | | 9,509,166 | | | | | | 7,589,482 | | |
Current portion of capital lease obligations
|
| | | | 1,263,375 | | | | | | 1,352,456 | | |
Deferred revenue
|
| | | | 35,039,155 | | | | | | 37,812,239 | | |
Current portion of term loan, net of discount
|
| | | | 714,745 | | | | | | 714,391 | | |
Total current liabilities
|
| | | | 48,999,730 | | | | | | 50,119,150 | | |
Capital lease obligations, less current portion
|
| | | | 1,197,399 | | | | | | 1,461,101 | | |
Deferred revenue, less current portion
|
| | | | 265,324 | | | | | | 1,830,706 | | |
Term loan, net of discount, less current portion
|
| | | | 12,054,490 | | | | | | 12,839,392 | | |
Revolving credit facility
|
| | | | 6,000,000 | | | | | | 6,000,000 | | |
Other noncurrent liabilities
|
| | | | 1,808,479 | | | | | | 1,619,744 | | |
Total liabilities
|
| | | | 70,325,422 | | | | | | 73,870,093 | | |
Commitments and contingencies (Note 12) | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common stock, $0.001 par value; 100,000,000 shares authorized; issued
and outstanding 27,841,498 and 27,288,985 shares at December 31, 2018 and 2017, respectively |
| | | | 27,842 | | | | | | 27,289 | | |
Additional paid-in capital
|
| | | | 208,349,895 | | | | | | 195,203,097 | | |
Accumulated other comprehensive loss
|
| | | | (2,097,434) | | | | | | (1,822,396) | | |
Accumulated deficit
|
| | | | (176,502,748) | | | | | | (167,908,038) | | |
Total stockholders’ equity
|
| | | | 29,777,555 | | | | | | 25,499,952 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 100,102,977 | | | | | $ | 99,370,045 | | |
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Revenue: | | | | | | | | | | | | | | | | | | | |
Subscription
|
| | | $ | 62,636,891 | | | | | $ | 58,479,139 | | | | | $ | 53,310,533 | | |
Professional services
|
| | | | 22,529,162 | | | | | | 20,596,971 | | | | | | 19,850,657 | | |
Total revenue
|
| | | | 85,166,053 | | | | | | 79,076,110 | | | | | | 73,161,190 | | |
Cost of revenue(1): | | | | | | | | | | | | | | | | | | | |
Cost of subscription revenue
|
| | | | 21,557,794 | | | | | | 21,151,419 | | | | | | 19,922,839 | | |
Cost of professional services revenue
|
| | | | 16,593,215 | | | | | | 16,590,148 | | | | | | 15,813,562 | | |
Total cost of revenue
|
| | | | 38,151,009 | | | | | | 37,741,567 | | | | | | 35,736,401 | | |
Gross profit
|
| | | | 47,015,044 | | | | | | 41,334,543 | | | | | | 37,424,789 | | |
Operating expenses(1): | | | | | | | | | | | | | | | | | | | |
Sales and marketing
|
| | | | 22,949,487 | | | | | | 22,526,535 | | | | | | 22,637,984 | | |
Research and development
|
| | | | 14,664,843 | | | | | | 14,941,394 | | | | | | 16,794,516 | | |
General and administrative
|
| | | | 21,248,179 | | | | | | 15,263,297 | | | | | | 15,318,098 | | |
Total operating expenses
|
| | | | 58,862,509 | | | | | | 52,731,226 | | | | | | 54,750,598 | | |
Loss from operations
|
| | | | (11,847,465) | | | | | | (11,396,683) | | | | | | (17,325,809) | | |
Interest income
|
| | | | 8,741 | | | | | | 4,806 | | | | | | 57,126 | | |
Interest expense
|
| | | | (1,271,786) | | | | | | (976,834) | | | | | | (862,321) | | |
Loss before income taxes
|
| | | | (13,110,510) | | | | | | (12,368,711) | | | | | | (18,131,004) | | |
Income tax expense
|
| | | | 492,010 | | | | | | 608,775 | | | | | | 595,722 | | |
Net loss
|
| | | $ | (13,602,520) | | | | | $ | (12,977,486) | | | | | $ | (18,726,726) | | |
Net loss per share (Note 11): | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (0.49) | | | | | $ | (0.47) | | | | | $ | (0.70) | | |
Weighted-average shares outstanding (Note 11): | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 27,825,795 | | | | | | 27,415,953 | | | | | | 26,718,882 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Cost of subscription revenue
|
| | | $ | 895,477 | | | | | $ | 767,877 | | | | | $ | 810,455 | | |
Cost of professional services revenue
|
| | | | 661,499 | | | | | | 549,378 | | | | | | 480,160 | | |
Sales and marketing
|
| | | | 1,435,055 | | | | | | 1,015,307 | | | | | | 872,899 | | |
Research and development
|
| | | | 2,036,305 | | | | | | 1,404,771 | | | | | | 1,161,422 | | |
General and administrative
|
| | | | 7,246,830 | | | | | | 2,340,536 | | | | | | 2,142,954 | | |
| | | | $ | 12,275,166 | | | | | $ | 6,077,869 | | | | | $ | 5,467,890 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Net loss
|
| | | $ | (13,602,520) | | | | | $ | (12,977,486) | | | | | $ | (18,726,726) | | |
Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | |
Foreign currency translation
|
| | | | (275,038) | | | | | | (485,604) | | | | | | (553,583) | | |
Total other comprehensive income (loss)
|
| | | | (275,038) | | | | | | (485,604) | | | | | | (553,583) | | |
Comprehensive loss
|
| | | $ | (13,877,558) | | | | | $ | (13,463,090) | | | | | $ | (19,280,309) | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Other Comprehensive Loss |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance at December 31,
2015 |
| | | | 26,260,459 | | | | | $ | 26,261 | | | | | $ | 181,457,089 | | | | | $ | (783,209) | | | | | $ | (136,203,826) | | | | | $ | 44,496,315 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,726,726) | | | | | | (18,726,726) | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (553,583) | | | | | | — | | | | | | (553,583) | | |
Exercise of stock options
|
| | | | 646,639 | | | | | | 647 | | | | | | 1,886,935 | | | | | | — | | | | | | — | | | | | | 1,887,582 | | |
Common stock issued for vested restricted stock
units |
| | | | 12,664 | | | | | | 12 | | | | | | (12) | | | | | | — | | | | | | — | | | | | | — | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | 5,467,890 | | | | | | — | | | | | | — | | | | | | 5,467,890 | | |
Common stock issued for contingent consideration
|
| | | | 6,506 | | | | | | 6 | | | | | | (6) | | | | | | — | | | | | | — | | | | | | — | | |
Balance at December 31,
2016 |
| | | | 26,926,268 | | | | | | 26,926 | | | | | | 188,811,896 | | | | | | (1,336,792) | | | | | | (154,930,552) | | | | | | 32,571,478 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (12,977,486) | | | | | | (12,977,486) | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (485,604) | | | | | | — | | | | | | (485,604) | | |
Exercise of stock options
|
| | | | 107,526 | | | | | | 108 | | | | | | 313,587 | | | | | | — | | | | | | — | | | | | | 313,695 | | |
Common stock issued for vested restricted stock
units |
| | | | 237,916 | | | | | | 238 | | | | | | (238) | | | | | | — | | | | | | — | | | | | | — | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | 6,077,869 | | | | | | — | | | | | | — | | | | | | 6,077,869 | | |
Common stock issued for contingent consideration
|
| | | | 17,275 | | | | | | 17 | | | | | | (17) | | | | | | — | | | | | | — | | | | | | — | | |
Balance at December 31,
2017 |
| | | | 27,288,985 | | | | | | 27,289 | | | | | | 195,203,097 | | | | | | (1,822,396) | | | | | | (167,908,038) | | | | | | 25,499,952 | | |
Adoption of new accounting standard
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,007,810 | | | | | | 5,007,810 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13,602,520) | | | | | | (13,602,520) | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (275,038) | | | | | | — | | | | | | (275,038) | | |
Exercise of stock options
|
| | | | 200,750 | | | | | | 201 | | | | | | 871,984 | | | | | | — | | | | | | — | | | | | | 872,185 | | |
Common stock issued for vested restricted stock
units |
| | | | 351,763 | | | | | | 352 | | | | | | (352) | | | | | | — | | | | | | — | | | | | | — | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | 12,275,166 | | | | | | — | | | | | | — | | | | | | 12,275,166 | | |
Balance at December 31,
2018 |
| | | | 27,841,498 | | | | | $ | 27,842 | | | | | $ | 208,349,895 | | | | | $ | (2,097,434) | | | | | $ | (176,502,748) | | | | | $ | 29,777,555 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (13,602,520) | | | | | $ | (12,977,486) | | | | | $ | (18,726,726) | | |
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities: |
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 4,979,615 | | | | | | 5,386,789 | | | | | | 6,590,343 | | |
Bad debt expense
|
| | | | 195,372 | | | | | | 568,193 | | | | | | 509,454 | | |
Stock-based compensation
|
| | | | 12,275,166 | | | | | | 6,077,869 | | | | | | 5,467,890 | | |
Acquisition related deferred compensation
|
| | | | — | | | | | | — | | | | | | 1,419,885 | | |
Changes in fair value of contingent consideration liability
|
| | | | — | | | | | | 18,525 | | | | | | 30,469 | | |
Accretion of debt discount
|
| | | | 35,608 | | | | | | 37,884 | | | | | | 62,914 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | | | | | |
Accounts receivable and unbilled receivables
|
| | | | (577,960) | | | | | | 1,615,836 | | | | | | (1,213,717) | | |
Prepaid expenses and other assets
|
| | | | (881,663) | | | | | | 1,313,029 | | | | | | (1,437,777) | | |
Accounts payable
|
| | | | (193,706) | | | | | | (166,898) | | | | | | 1,284,742 | | |
Accrued expenses
|
| | | | 2,055,400 | | | | | | (2,988,525) | | | | | | 4,228,119 | | |
Settlement of contingent accrued compensation related to former ecVision founder
|
| | | | — | | | | | | (2,366,469) | | | | | | — | | |
Other liabilities
|
| | | | 215,162 | | | | | | (209,859) | | | | | | (2,084,343) | | |
Deferred revenue
|
| | | | (952,042) | | | | | | 3,021,248 | | | | | | 3,702,924 | | |
Net cash provided by (used in) operating activities
|
| | | | 3,548,432 | | | | | | (669,864) | | | | | | (165,823) | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Capital expenditures
|
| | | | (219,945) | | | | | | (257,893) | | | | | | (231,979) | | |
Addition of capitalized software development costs
|
| | | | (3,214,896) | | | | | | (1,458,495) | | | | | | (2,286,778) | | |
Addition of intangible assets
|
| | | | — | | | | | | — | | | | | | (275,000) | | |
Cash paid for deposits
|
| | | | (119,036) | | | | | | (190,752) | | | | | | (118,993) | | |
Net cash used in investing activities
|
| | | | (3,553,877) | | | | | | (1,907,140) | | | | | | (2,912,750) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Proceeds from revolving line of credit
|
| | | | 23,850,000 | | | | | | 24,350,000 | | | | | | 20,250,000 | | |
Payments on revolving line of credit
|
| | | | (23,850,000) | | | | | | (24,350,000) | | | | | | (19,250,000) | | |
Payments on term loan
|
| | | | (750,000) | | | | | | (656,250) | | | | | | (375,000) | | |
Debt financing costs
|
| | | | (70,156) | | | | | | (35,701) | | | | | | — | | |
Repayments on capital lease obligations
|
| | | | (1,497,865) | | | | | | (1,556,097) | | | | | | (1,425,882) | | |
Proceeds from the exercise of stock options
|
| | | | 872,185 | | | | | | 313,695 | | | | | | 1,887,582 | | |
Contingent consideration related to ecVision acquisition
|
| | | | — | | | | | | (1,308,525) | | | | | | — | | |
Net cash provided by (used in) financing activities
|
| | | | (1,445,836) | | | | | | (3,242,878) | | | | | | 1,086,700 | | |
Effect of exchange rate on cash, cash equivalents and restricted cash
|
| | | | (394,601) | | | | | | (227,391) | | | | | | (567,611) | | |
Net decrease in cash, cash equivalents and restricted
cash |
| | | | (1,845,882) | | | | | | (6,047,273) | | | | | | (2,559,484) | | |
Cash, cash equivalents and restricted cash at beginning of
period |
| | | | 9,417,001 | | | | | | 15,464,274 | | | | | | 18,023,758 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 7,571,119 | | | | | $ | 9,417,001 | | | | | $ | 15,464,274 | | |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet:
|
| | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 7,514,719 | | | | | $ | 9,360,601 | | | | | $ | 15,408,133 | | |
Restricted cash in deposits and other assets
|
| | | | 56,400 | | | | | | 56,400 | | | | | | 56,141 | | |
Total cash, cash equivalents and restricted cash
|
| | | $ | 7,571,119 | | | | | $ | 9,417,001 | | | | | $ | 15,464,274 | | |
Supplemental disclosures of cash flow information: | | | | | | | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 1,236,178 | | | | | $ | 938,949 | | | | | $ | 790,338 | | |
Non-cash property and equipment acquired under capital lease
|
| | | | 1,145,082 | | | | | | 1,936,990 | | | | | | 834,432 | | |
Non-cash property and equipment purchases in accounts payable
|
| | | | 136,623 | | | | | | — | | | | | | 22,454 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Cash
|
| | | $ | 7,471,075 | | | | | $ | 9,318,074 | | |
Money market accounts
|
| | | | 43,644 | | | | | | 42,527 | | |
| | | | $ | 7,514,719 | | | | | $ | 9,360,601 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Assets: | | | | | | | | | | | | | |
Cash equivalents – money market accounts
|
| | | $ | 43,644 | | | | | $ | 42,527 | | |
Restricted cash – money market accounts
|
| | | | 56,400 | | | | | | 56,400 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Beginning balance
|
| | | $ | 530,895 | | | | | $ | 410,560 | | | | | $ | 153,543 | | |
Provision for doubtful accounts
|
| | | | 195,372 | | | | | | 568,193 | | | | | | 509,454 | | |
Write-offs, net of recoveries
|
| | | | (110,323) | | | | | | (447,858) | | | | | | (252,437) | | |
Ending balance
|
| | | $ | 615,944 | | | | | $ | 530,895 | | | | | $ | 410,560 | | |
Asset Classification
|
| |
Estimated Useful Life
|
|
Computers and equipment | | | 3 – 5 years | |
Software | | | 3 – 5 years | |
Furniture and fixtures | | | 7 years | |
Leasehold improvements | | | Shorter of the estimated useful life or the remaining lease term | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Commission costs deferred
|
| | | $ | 4,509,044 | | | | | $ | 3,855,517 | | | | | $ | 6,436,699 | | |
Commission costs amortized
|
| | | | 4,176,008 | | | | | | 5,188,472 | | | | | | 4,744,353 | | |
| | |
As Reported
|
| |
Adjustments
|
| |
As Adjusted
|
| |||||||||||||||||||||
| | |
December 31,
2017 |
| |
Subscription
Revenue |
| |
Professional
Services Revenue |
| |
Cost to
Obtain a Contract |
| |
January 1,
2018 |
| |||||||||||||||
Deferred commissions, current
|
| | | $ | 4,400,015 | | | | | $ | — | | | | | $ | — | | | | | $ | (562,607) | | | | | $ | 3,837,408 | | |
Deferred commissions, non-current
|
| | | | 6,734,326 | | | | | | — | | | | | | — | | | | | | 2,211,294 | | | | | | 8,945,620 | | |
Deferred revenue, current
|
| | | | 37,812,239 | | | | | | 229,093 | | | | | | (2,170,118) | | | | | | — | | | | | | 35,871,214 | | |
Deferred revenue, non-current
|
| | | | 1,830,706 | | | | | | — | | | | | | (1,418,098) | | | | | | — | | | | | | 412,608 | | |
Accumulated deficit
|
| | | | (167,908,038) | | | | | | (229,093) | | | | | | 3,588,216 | | | | | | 1,648,687 | | | | | | (162,900,228) | | |
| | |
December 31, 2018
|
| |||||||||||||||
| | |
As Reported
|
| |
Balance Without
Adoption of ASC 606 |
| |
Effect of
Change Higher/(Lower) |
| |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Deferred commissions, current
|
| | | $ | 4,023,473 | | | | | $ | 4,277,548 | | | | | $ | (254,075) | | |
Deferred commissions, non-current
|
| | | | 9,092,591 | | | | | | 6,512,449 | | | | | | 2,580,142 | | |
Deferred revenue, current
|
| | | | 35,039,155 | | | | | | 36,776,692 | | | | | | 1,737,537 | | |
Deferred revenue, non-current
|
| | | | 265,324 | | | | | | 1,640,285 | | | | | | 1,374,961 | | |
Accumulated deficit
|
| | | | (176,502,748) | | | | | | (181,941,313) | | | | | | 5,438,565 | | |
| | |
For the Year Ended December 31, 2018
|
| |||||||||||||||
| | |
As Reported
|
| |
Balance Without
Adoption of ASC 606 |
| |
Effect of
Change Higher/(Lower) |
| |||||||||
Statement of Operations | | | | | | | | | | | | | | | | | | | |
Subscription revenue
|
| | | $ | 62,636,891 | | | | | $ | 62,503,226 | | | | | $ | 133,665 | | |
Professional services revenue
|
| | | | 22,529,162 | | | | | | 22,909,452 | | | | | | (380,290) | | |
Sales and marketing
|
| | | | 22,949,487 | | | | | | 23,626,867 | | | | | | 677,380 | | |
Net loss
|
| | | | (13,602,520) | | | | | | (14,033,275) | | | | | | 430,755 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Subscription revenue
|
| | | $ | 34,849,486 | | | | | $ | 35,247,750 | | |
Professional services revenue
|
| | | | 189,669 | | | | | | 2,564,489 | | |
Total current
|
| | | | 35,039,155 | | | | | | 37,812,239 | | |
Noncurrent: | | | | | | | | | | | | | |
Subscription revenue
|
| | | | 265,324 | | | | | | 412,608 | | |
Professional services revenue
|
| | | | — | | | | | | 1,418,098 | | |
Total noncurrent
|
| | | | 265,324 | | | | | | 1,830,706 | | |
Total deferred revenue
|
| | | $ | 35,304,479 | | | | | $ | 39,642,945 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Subscription revenue
|
| | | $ | 36,666,119 | | | | | $ | 33,769,230 | | |
Professional services revenue
|
| | | | 569,765 | | | | | | 2,138,892 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
Country
|
| |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
United States
|
| | | $ | 64,136,564 | | | | | $ | 59,905,306 | | | | | $ | 57,586,112 | | |
International
|
| | | | 21,029,489 | | | | | | 19,170,804 | | | | | | 15,575,078 | | |
Total revenue
|
| | | $ | 85,166,053 | | | | | $ | 79,076,110 | | | | | $ | 73,161,190 | | |
| | |
December 31,
|
| |||||||||
Country
|
| |
2018
|
| |
2017
|
| ||||||
United States
|
| | | $ | 9,310,108 | | | | | $ | 8,535,281 | | |
International
|
| | | | 822,700 | | | | | | 834,823 | | |
Total long-lived assets
|
| | | $ | 10,132,808 | | | | | $ | 9,370,104 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Computer software and equipment
|
| | | $ | 15,674,596 | | | | | $ | 14,296,247 | | |
Software development costs
|
| | | | 15,300,893 | | | | | | 13,980,872 | | |
Furniture and fixtures
|
| | | | 1,713,226 | | | | | | 1,741,918 | | |
Leasehold improvements
|
| | | | 2,643,337 | | | | | | 2,546,686 | | |
Total property and equipment
|
| | | | 35,332,052 | | | | | | 32,565,723 | | |
Less: accumulated depreciation and amortization
|
| | | | (25,199,244) | | | | | | (23,195,619) | | |
Total property and equipment, net
|
| | | $ | 10,132,808 | | | | | $ | 9,370,104 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Software costs capitalized
|
| | | $ | 3,214,896 | | | | | $ | 1,458,495 | | | | | $ | 2,286,778 | | |
Software costs amortized(1)
|
| | | | 1,800,868 | | | | | | 2,143,039 | | | | | | 1,970,150 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Capitalized software costs not yet subject to amortization
|
| | | $ | 2,372,042 | | | | | $ | 824,738 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Accrued bonus
|
| | | $ | 3,648,837 | | | | | $ | 1,980,218 | | |
Accrued commission
|
| | | | 2,466,219 | | | | | | 1,901,132 | | |
Deferred rent
|
| | | | 423,301 | | | | | | 380,077 | | |
Accrued professional fees
|
| | | | 935,881 | | | | | | 712,345 | | |
Accrued taxes
|
| | | | 745,105 | | | | | | 805,555 | | |
Other accrued expenses
|
| | | | 1,289,823 | | | | | | 1,810,155 | | |
Total
|
| | | $ | 9,509,166 | | | | | $ | 7,589,482 | | |
| | | | | |
December 31,
|
| | | |||||||||||||
| | |
Amortization Period
|
| |
2018
|
| |
2017
|
| | | ||||||||||
Acquired technology
|
| |
3 - 8 years
|
| | | $ | 5,397,600 | | | | | $ | 5,397,600 | | | | | | | | |
Customer related intangibles
|
| |
10 - 15 years
|
| | | | 3,960,200 | | | | | | 3,960,200 | | | | | | | | |
Trademarks and licenses
|
| |
5 - 7 years
|
| | | | 1,137,000 | | | | | | 1,137,000 | | | | | | | | |
Patents and other
|
| |
2.3 years
|
| | | | 28,130 | | | | | | 41,741 | | | | | | | | |
| | | | | | | | 10,522,930 | | | | | | 10,536,541 | | | | | | | | |
Less: accumulated amortization
|
| | | | | | | (6,569,348) | | | | | | (5,536,656) | | | | | ||||
| | | | | | | $ | 3,953,582 | | | | | $ | 4,999,885 | | | | | | | | |
|
2019
|
| | | $ | 1,031,203 | | |
|
2020
|
| | | | 929,606 | | |
|
2021
|
| | | | 879,600 | | |
|
2022
|
| | | | 809,719 | | |
|
2023
|
| | | | 171,055 | | |
|
2024 and thereafter
|
| | | | 92,399 | | |
| | | | | $ | 3,913,582 | | |
|
|
Balance at December 31, 2016
|
| | | $ | 43,907,017 | | |
|
2017 activity
|
| | | | (138,748) | | |
|
Balance at December 31, 2017
|
| | | | 43,768,269 | | |
|
2018 activity
|
| | | | (36,327) | | |
|
Balance at December 31, 2018
|
| | | $ | 43,731,942 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Loss before income taxes: | | | | | | | | | | | | | | | | | | | |
Domestic
|
| | | $ | (13,547,014) | | | | | $ | (10,156,858) | | | | | $ | (14,562,851) | | |
Foreign
|
| | | | 436,504 | | | | | | (2,211,853) | | | | | | (3,568,153) | | |
| | | | $ | (13,110,510) | | | | | $ | (12,368,711) | | | | | $ | (18,131,004) | | |
Current provision: | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
State
|
| | | | 59,391 | | | | | | 39,396 | | | | | | 735 | | |
Foreign
|
| | | | 432,619 | | | | | | 569,379 | | | | | | 594,987 | | |
| | | | $ | 492,010 | | | | | $ | 608,775 | | | | | $ | 595,722 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Statutory U.S. federal tax rate (benefit)
|
| | | | (21.0)% | | | | | | (35.0)% | | | | | | (35.0)% | | |
State income taxes, net of federal benefit
|
| | | | 0.3 | | | | | | 0.1 | | | | | | 0.1 | | |
Foreign taxes
|
| | | | 3.1 | | | | | | 6.5 | | | | | | 4.3 | | |
Stock-based compensation
|
| | | | (4.8) | | | | | | (1.6) | | | | | | (3.3) | | |
Change in valuation allowance
|
| | | | 21.8 | | | | | | (77.0) | | | | | | 37.5 | | |
Global intangible low-taxed income
|
| | | | 0.5 | | | | | | — | | | | | | — | | |
Effect of tax reform
|
| | | | — | | | | | | 108.7 | | | | | | — | | |
Non-deductible expenses and other
|
| | | | 3.9 | | | | | | 3.2 | | | | | | (0.3) | | |
Effective tax rate
|
| | | | 3.8% | | | | | | 4.9% | | | | | | 3.3% | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Accrued bonuses
|
| | | $ | 372,246 | | | | | $ | 393,274 | | |
Accounts receivable reserve
|
| | | | 148,166 | | | | | | 72,147 | | |
Deferred revenue
|
| | | | 52,648 | | | | | | 1,048,179 | | |
Interest expense carryover
|
| | | | 313,812 | | | | | | — | | |
Net operating loss carryforward
|
| | | | 25,053,247 | | | | | | 24,720,025 | | |
Stock-based compensation
|
| | | | 6,292,204 | | | | | | 3,288,819 | | |
Other
|
| | | | 757,647 | | | | | | 268,281 | | |
Deferred tax assets
|
| | | $ | 32,989,970 | | | | | $ | 29,790,725 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Deferred commissions
|
| | | $ | (2,270,027) | | | | | $ | (2,171,927) | | |
Intangibles
|
| | | | (493,580) | | | | | | (635,723) | | |
Property and equipment
|
| | | | (1,584,915) | | | | | | (1,619,083) | | |
Other
|
| | | | (16,755) | | | | | | (16,884) | | |
Deferred tax liabilities
|
| | | | (4,365,277) | | | | | | (4,443,617) | | |
Less: valuation allowance
|
| | | | (28,624,693) | | | | | | (25,347,108) | | |
Total
|
| | | $ | — | | | | | $ | — | | |
| | |
Capital
Leases |
| |
Operating
Leases |
| ||||||
2019
|
| | | $ | 1,431,296 | | | | | $ | 4,296,528 | | |
2020
|
| | | | 719,074 | | | | | | 2,663,588 | | |
2021
|
| | | | 427,967 | | | | | | 1,450,505 | | |
2022
|
| | | | 153,798 | | | | | | 906,176 | | |
2023
|
| | | | — | | | | | | 461,453 | | |
2024 and thereafter
|
| | | | — | | | | | | 157,021 | | |
Total minimum lease payments
|
| | | | 2,732,135 | | | | | $ | 9,935,271 | | |
Less amount representing interest
|
| | | | (271,361) | | | | | | | | |
Present value of net minimum capital lease payments
|
| | | | 2,460,774 | | | | | | | | |
Less current installments of obligations under capital leases
|
| | | | (1,263,375) | | | | | | | | |
Obligations under capital leases excluding current installments
|
| | | $ | 1,197,399 | | | | | | | | |
| | |
Principal
Payments |
| |||
2019
|
| | | $ | 750,000 | | |
2020
|
| | | | 750,000 | | |
2021
|
| | | | 11,375,000 | | |
| | | | $ | 12,875,000 | | |
| | |
2012 Plan
|
| |
2002 Plan
|
| ||||||
Shares of common stock authorized for issuance
|
| | | | 9,646,696 | | | | | | 4,939,270 | | |
Stock options outstanding
|
| | | | 4,244,630 | | | | | | 202,555 | | |
RSUs outstanding
|
| | | | 1,189,899 | | | | | | — | | |
PSUs outstanding
|
| | | | 248,440 | | | | | | — | | |
Shares available for future grant
|
| | | | 2,678,243 | | | | | | — | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Risk-free interest rate
|
| | | | 2.71% | | | | | | 1.92% | | | | | | 1.29% | | |
Expected volatility
|
| | | | 31.22% | | | | | | 32.66% | | | | | | 33.37% | | |
Expected dividend yield
|
| | | | — | | | | | | — | | | | | | — | | |
Expected life in years
|
| | | | 6.25 | | | | | | 6.25 | | | | | | 6.25 | | |
Weighted average fair value of options granted
|
| | | $ | 3.63 | | | | | $ | 2.82 | | | | | $ | 1.32 | | |
| | |
Options
Outstanding |
| |
Weighted Average
Exercise Price |
| ||||||
Balance at December 31, 2015
|
| | | | 4,402,943 | | | | | $ | 9.38 | | |
Granted
|
| | | | 248,728 | | | | | | 3.74 | | |
Exercised
|
| | | | (646,639) | | | | | | 2.92 | | |
Canceled
|
| | | | (85,287) | | | | | | 9.04 | | |
Expired
|
| | | | (62,914) | | | | | | 5.77 | | |
Balance at December 31, 2016
|
| | | | 3,856,831 | | | | | | 9.99 | | |
Granted
|
| | | | 1,050,654 | | | | | | 7.86 | | |
Exercised
|
| | | | (107,526) | | | | | | 2.92 | | |
Canceled
|
| | | | (59,341) | | | | | | 9.94 | | |
Expired
|
| | | | (107,964) | | | | | | 11.11 | | |
Balance at December 31, 2017
|
| | | | 4,632,654 | | | | | | 9.79 | | |
Granted
|
| | | | 195,150 | | | | | | 9.88 | | |
Exercised
|
| | | | (200,750) | | | | | | 4.34 | | |
Canceled
|
| | | | (107,408) | | | | | | 7.50 | | |
Expired
|
| | | | (72,461) | | | | | | 13.00 | | |
Balance at December 31, 2018
|
| | | | 4,447,185 | | | | | | 10.04 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Total intrinsic value of options exercised
|
| | | $ | 1,024,970 | | | | | $ | 415,374 | | |
Weighted average exercise price of fully vested options
|
| | | $ | 10.56 | | | | | $ | 10.43 | | |
Weighted average remaining term of fully vested options
|
| |
5.8 years
|
| |
6.4 years
|
| ||||||
Total unrecognized compensation cost related to non-vested stock options
|
| | | $ | 2,153,120 | | | | | $ | 5,116,640 | | |
Weighted average period to recognize compensation cost related to non-vested stock options
|
| |
2.5 years
|
| |
2.1 years
|
|
| | |
Options Outstanding
|
| |
Options Exercisable
|
| ||||||||||||||||||||||||
Exercise Price
Per Share |
| |
Options
Outstanding |
| |
Weighted
Average Remaining Contractual Life |
| |
Intrinsic
Value |
| |
Options
Exercisable |
| |
Weighted
Average Remaining Contractual Life |
| |
Intrinsic
Value |
| ||||||||||||
$2.31 - $3.74
|
| | | | 349,100 | | | |
4.8 years
|
| | | $ | 1,857,113 | | | | | | 288,148 | | | |
4.3 years
|
| | | $ | 1,583,438 | | |
4.13 - 7.20
|
| | | | 682,173 | | | |
7.1 years
|
| | | | 1,060,778 | | | | | | 388,121 | | | |
6.2 years
|
| | | | 728,740 | | |
8.07 - 12.62
|
| | | | 1,460,754 | | | |
7.2 years
|
| | | | 123,570 | | | | | | 907,504 | | | |
6.5 years
|
| | | | 108,744 | | |
13.00 - 15.90
|
| | | | 1,955,158 | | | |
5.6 years
|
| | | | — | | | | | | 1,955,158 | | | |
5.6 years
|
| | | | — | | |
| | | | | 4,447,185 | | | | | | | | $ | 3,041,461 | | | | | | 3,538,931 | | | | | | | | $ | 2,420,922 | | |
| | |
Number
of RSU’s Outstanding |
| |
Number
of PSU’s Outstanding |
| |
Total
|
| |
Weighted
Average Grant Date Fair Value |
| ||||||||||||
Balance at December 31, 2015
|
| | | | 81,977 | | | | | | 310,545 | | | | | | 392,522 | | | | | $ | 15.27 | | |
Granted
|
| | | | 666,018 | | | | | | — | | | | | | 666,018 | | | | | | 3.91 | | |
Vested
|
| | | | (83,377) | | | | | | — | | | | | | (83,377) | | | | | | 8.11 | | |
Canceled
|
| | | | (64,652) | | | | | | (30,298) | | | | | | (94,950) | | | | | | 5.44 | | |
Balance at December 31, 2016
|
| | | | 599,966 | | | | | | 280,247 | | | | | | 880,213 | | | | | | 5.20 | | |
Granted
|
| | | | 593,580 | | | | | | 198,440 | | | | | | 792,020 | | | | | | 8.29 | | |
Vested
|
| | | | (343,146) | | | | | | — | | | | | | (343,146) | | | | | | 3.84 | | |
Canceled
|
| | | | (38,138) | | | | | | (12,188) | | | | | | (50,326) | | | | | | 6.87 | | |
Balance at December 31, 2017
|
| | | | 812,262 | | | | | | 466,499 | | | | | | 1,278,761 | | | | | | 7.41 | | |
Granted
|
| | | | 708,351 | | | | | | 50,000 | | | | | | 758,351 | | | | | | 9.65 | | |
Vested
|
| | | | (288,829) | | | | | | — | | | | | | (288,829) | | | | | | 6.66 | | |
Canceled
|
| | | | (41,885) | | | | | | (268,059) | | | | | | (309,944) | | | | | | 8.16 | | |
Balance at December 31, 2018
|
| | | | 1,189,899 | | | | | | 248,440 | | | | | | 1,438,339 | | | | | | 8.58 | | |
|
| | |
December 31,
2018 |
| |||
Total unrecognized compensation cost related to non-vested combined RSU/PSU
|
| | | $ | 8,884,054 | | |
Weighted average period to recognize compensation cost related to non-vested combined RSU/PSU
|
| |
2.6 years
|
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Numerator: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (13,602,520) | | | | | $ | (12,977,486) | | | | | $ | (18,726,726) | | |
Denominator:
|
| | | | | | | | | | | | | | | | | | |
Weighted average shares used in computing net loss
|
| | | | 27,825,795 | | | | | | 27,415,953 | | | | | | 26,718,882 | | |
Basic and diluted net loss per share
|
| | | $ | (0.49) | | | | | $ | (0.47) | | | | | $ | (0.70) | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2018
|
| |
2017
|
| |
2016
|
| |||||||||
Stock options outstanding
|
| | | | 4,447,185 | | | | | | 4,632,654 | | | | | | 3,856,831 | | |
Restricted stock and performance stock units
|
| | | | 1,438,339 | | | | | | 1,278,761 | | | | | | 880,213 | | |
| | | | | 5,885,524 | | | | | | 5,911,415 | | | | | | 4,737,044 | | |
| | |
March 31,
2018(1) |
| |
June 30,
2018(1) |
| |
September 30,
2018 |
| |
December 31,
2018 |
| ||||||||||||
Revenues
|
| | | $ | 20,064,392 | | | | | $ | 21,056,355 | | | | | $ | 22,160,998 | | | | | $ | 21,884,308 | | |
Gross profit
|
| | | | 10,412,725 | | | | | | 11,270,420 | | | | | | 12,700,303 | | | | | | 12,631,596 | | |
Loss from operations
|
| | | | (3,992,726) | | | | | | (3,683,398) | | | | | | (1,836,609) | | | | | | (1,883,950) | | |
Net loss
|
| | | | (5,413,837) | | | | | | (3,951,240) | | | | | | (1,614,770) | | | | | | (2,622,673) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.20) | | | | | $ | (0.14) | | | | | $ | (0.06) | | | | | $ | (0.09) | | |
| | |
March 31,
2017 |
| |
June 30,
2017 |
| |
September 30,
2017 |
| |
December 31,
2017 |
| ||||||||||||
Revenues
|
| | | $ | 18,554,556 | | | | | $ | 19,675,285 | | | | | $ | 20,213,250 | | | | | $ | 20,633,019 | | |
Gross profit
|
| | | | 9,152,782 | | | | | | 9,765,196 | | | | | | 11,062,248 | | | | | | 11,354,317 | | |
Loss from operations
|
| | | | (4,988,150) | | | | | | (3,536,647) | | | | | | (1,179,345) | | | | | | (2,143,323) | | |
Net loss
|
| | | | (4,413,196) | | | | | | (4,517,471) | | | | | | (2,237,703) | | | | | | (1,809,116) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.16) | | | | | $ | (0.16) | | | | | $ | (0.08) | | | | | $ | (0.07) | | |
| | |
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| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-25 | | | |
| | | | A-30 | | | |
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| | | | A-31 | | | |
| | | | A-32 | | | |
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| | | | A-34 | | | |
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| | | | A-37 | | | |
| | | | A-40 | | | |
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| | | | A-41 | | | |
| | | | A-45 | | | |
| | | | A-46 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
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| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-50 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-54 | | | |
| | | | A-57 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-61 | | | |
| | | | A-63 | | | |
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| | | | A-64 | | |
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| | | | A-66 | | | |
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| | | | A-66 | | | |
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| | | | A-68 | | | |
| | | | A-68 | | | |
| | | | A-68 | | | |
| | | | A-69 | | | |
| | | | A-69 | | | |
| | | | A-70 | | | |
| | | | A-71 | | | |
| | | | A-71 | | | |
| | | | A-71 | | | |
| | | | A-71 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-72 | | | |
| | | | A-73 | | | |
| | | | A-73 | | | |
| | | | A-73 | | | |
| | | | A-74 | | | |
| | | | A-74 | | | |
| | | | A-77 | | | |
| | | | A-78 | | | |
| | | | A-78 | | | |
| | | | A-79 | | | |
| | | | A-79 | | | |
| | | | A-79 | | | |
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| | | | A-80 | | | |
| | | | A-80 | | | |
| | | | A-80 | | | |
| | | | A-81 | | | |
| | | | A-83 | | | |
| | | | A-83 | | | |
| | | | A-84 | | | |
| | | | A-86 | | | |
| | | | A-87 | | | |
| | | | A-89 | | | |
| | | | A-89 | | | |
| | | | A-89 | | | |
| | | | A-89 | | | |
| | | | A-90 | | | |
| | | | A-90 | | | |
| | | | A-90 | | | |
| | | | A-90 | | | |
| | | | A-90 | | | |
| | | | A-91 | | | |
| | | | A-91 | | | |
| | | | A-91 | | | |
| | | | A-91 | | | |
| | | | A-91 | | | |
| | | | A-91 | | | |
| | | | A-92 | | | |
| | | | A-92 | | | |
| | | | A-95 | | | |
| | | | A-95 | | | |
| | | | A-96 | | | |
| | | | A-97 | | | |
| | | | A-97 | | | |
| | | | A-97 | | | |
| | | | A-97 | | | |
| | | | A-97 | | | |
| | | | A-98 | | | |
| | | | A-98 | | | |
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| | | | A-100 | | | |
| | | | A-100 | | | |
| | | | A-101 | | | |
| | | | A-101 | | | |
| | | | A-102 | | | |
| | | | A-102 | | | |
| | | | A-103 | | | |
| | | | A-103 | | | |
| | | | A-103 | | | |
| | | | A-103 | | | |
| | | | A-104 | | | |
| | | | A-105 | | | |
| | | | A-105 | | | |
| | | | A-106 | | | |
| | | | A-106 | | |
| | | | ||
|
Exhibit A
Company A&R LLCA
|
| | | |
|
Exhibit B
Form of Tax Receivable Agreement
|
| | | |
|
Exhibit C
Form of Investor Rights Agreement
|
| | | |
|
Exhibit D
Form of Buyer Bylaws
|
| | | |
|
Exhibit E
Form of Buyer Certificate of Incorporation
|
| | | |
Defined Term
|
| |
Reference
|
|
ACA | | |
Section 4.15(c)
|
|
Additional Buyer Filings | | |
Section 8.10(f)
|
|
Affiliated Transactions | | |
Section 4.20
|
|
Aggregate Consideration | | |
Section 10.1(e)
|
|
Agreement | | |
Preamble
|
|
Allocation | | |
Section 10.1(e)
|
|
Alternative Financing | | |
Section 8.13(a)(iv)
|
|
Antitrust Laws | | |
Section 8.8(c)
|
|
Assets | | |
Section 4.19
|
|
Audited Financial Statements | | |
Section 4.4(a)(i)
|
|
Blocker Affiliated Transactions | | |
Section 5.9
|
|
Blocker Bring-Down Certificate | | |
Section 11.2(d)
|
|
Blocker Certificates of Merger | | |
Section 2.2(b)
|
|
Blocker Effective Time | | |
Section 2.2(b)
|
|
Blocker Letter of Transmittal | | |
Section 3.4(a)
|
|
Blocker Merger Closing | | |
Section 2.2(a)
|
|
Blocker Merger Sub 1 | | |
Preamble
|
|
Defined Term
|
| |
Reference
|
|
Blocker Merger Sub 2 | | |
Preamble
|
|
Blocker Merger Sub 3 | | |
Preamble
|
|
Blocker Merger Sub 4 | | |
Preamble
|
|
Blocker Merger Sub 5 | | |
Preamble
|
|
Blocker Merger Sub 6 | | |
Preamble
|
|
Blocker Merger Subs | | |
Preamble
|
|
Blocker Mergers | | |
Recitals
|
|
Blocker Owned Company Equity Interests | | |
Section 5.4(b)
|
|
Blockers | | |
Preamble
|
|
Buyer | | |
Preamble
|
|
Buyer Balance Sheet | | |
Section 6.11(c)
|
|
Buyer Bring-Down Certificate | | |
Section 11.3(c)
|
|
Buyer Certificate of Merger | | |
Section 2.2(c)
|
|
Buyer Certificates of Merger | | |
Section 2.2(c)
|
|
Buyer Contribution Amount | | |
Section 3.2(e)(i)
|
|
Buyer Effective Time | | |
Section 2.2(c)
|
|
Buyer Merger Closing | | |
Section 2.2(a)
|
|
Buyer Mergers | | |
Recitals
|
|
Buyer Parties | | |
Preamble
|
|
Buyer Preference Shares | | |
Section 6.3(a)
|
|
Buyer Public Securities | | |
Section 6.9
|
|
Buyer SEC Documents | | |
Section 6.8(a)
|
|
Buyer Warrants | | |
Section 6.3(a)
|
|
Cancelled Equity Interests | | |
Section 3.1(d)
|
|
Cancelled Cash Portion | | |
Section 3.1(c)(iii)(B)
|
|
Cancelled Option Value | | |
Section 3.1(c)(iii)(B)
|
|
CBA | | |
Section 4.9(a)(i)
|
|
Certificates of Merger | | |
Section 2.2(d)
|
|
Closing | | |
Section 2.2(a)
|
|
Closing Cash | | |
Section 3.5(a)
|
|
Closing Date | | |
Section 2.2(a)
|
|
Closing Form 8-K | | |
Section 8.10(g)
|
|
Closing Net Working Capital | | |
Section 3.5(a)
|
|
Closing Press Release | | |
Section 8.10(g)
|
|
Closing Statement | | |
Section 3.5(a)
|
|
Closing Transaction Expenses | | |
Section 3.5(a)
|
|
Commitment Letter | | |
Section 8.13(a)(i)
|
|
Company | | |
Preamble
|
|
Company A&R LLCA | | |
Recitals
|
|
Company Bring-Down Certificate | | |
Section 11.2(d)
|
|
Company Certificate of Merger | | |
Section 2.2(d)
|
|
Company Equity Interests | | |
Section 4.3(a)
|
|
Company Merger | | |
Section 2.2(a)
|
|
Company Merger Closing | | |
Section 2.2(a)
|
|
Company Merger Sub | | |
Preamble
|
|
Company Optionholder Letter of Transmittal | | |
Section 3.4(a)
|
|
Defined Term
|
| |
Reference
|
|
Company Unitholder Letter of Transmittal | | |
Section 3.4(a)
|
|
Competing Buyer | | |
Section 8.23
|
|
Contribution Common Units | | |
Section 3.2(e)(i)(A)
|
|
Control | | |
Section 1.1
|
|
D&O Provisions | | |
Section 8.14(a)
|
|
Data Room | | |
Section 13.5
|
|
Debt Financing | | |
Section 8.13(a)(i)
|
|
Debt Financing Sources | | |
Section 8.13(a)(i)
|
|
Debt Payoff Amount | | |
Section 3.2(e)(i)(A)
|
|
DGCL | | |
Recital
|
|
Disclosing Party | | |
Section 1.1
|
|
Dispute Notice | | |
Section 3.5(b)
|
|
DLLCA | | |
Recitals
|
|
Domestication | | |
Recitals
|
|
E2open Intermediate | | |
Section 4.4(e)
|
|
Effective Date | | |
Preamble
|
|
Effective Time | | |
Section 2.2(d)
|
|
EALP | | |
Section 1.1
|
|
EIP | | |
Section 8.4
|
|
EILP | | |
Section 1.1
|
|
Elliott Catch-Up Amount | | |
3.2(e)(i)(E)
|
|
Elliott Eagle Blocker | | |
Preamble
|
|
Elliott Merger | | |
Recitals
|
|
Elliott Note Transfer | | |
Section 3.2(f)
|
|
Elliott Reorganization Transferee | | |
Section 8.26
|
|
Environmental Permits | | |
Section 4.17
|
|
Equity Financing | | |
Section 1.1
|
|
Equityholder Materials | | |
Section 3.4(b)
|
|
Equityholder Representative | | |
Preamble
|
|
Estimated Closing Blocker Indebtedness | | |
Section 3.2(b)(i)
|
|
Estimated Closing Statement | | |
Section 3.2(b)(ii)
|
|
Estimated Merger Consideration | | |
Section 3.2(b)(ii)
|
|
Final Allocation | | |
Section 10.1(e)
|
|
Final Closing Blocker Indebtedness | | |
Section 3.5(a)
|
|
Final Closing Company Indebtedness | | |
Section 3.5(a)
|
|
Final Tax Basis Balance Sheet | | |
Section 10.1(e)
|
|
Financial Statements | | |
Section 4.4(a)
|
|
Foreign Plan | | |
Section 4.15(f)
|
|
Forward Purchase Agreement | | |
Recitals
|
|
Forward Purchase Amount | | |
Recitals
|
|
Golub Payoff Letter | | |
Section 3.2(e)(ii)(D)
|
|
Indemnified Persons | | |
Section 8.14(a)
|
|
Insight Agreement | | |
Section 3.6(m)
|
|
Insight Catch-Up Amount | | |
Section 3.2(e)(i)(E)
|
|
Insight Cayman Blocker | | |
Preamble
|
|
Insight Cayman Merger | | |
Recitals
|
|
Defined Term
|
| |
Reference
|
|
Insight Delaware Blocker | | |
Preamble
|
|
Insight Delaware Merger | | |
Recitals
|
|
Insight GBCF Cayman Blocker | | |
Preamble
|
|
Insight GBCF Cayman Merger | | |
Preamble
|
|
Insight GBCF Delaware Blocker | | |
Preamble
|
|
Insight GBCF Delaware Merger | | |
Recitals
|
|
Insight Blocker Letter Agreement | | |
Section 3.7(f)
|
|
Insight Letter Agreement | | |
Section 3.6(m)
|
|
Insurance Policies | | |
Section 4.15(b)
|
|
Intended Tax Treatment | | |
Section 10.1(e)
|
|
Internal Controls | | |
Section 4.4(c)
|
|
Investor Rights Agreement | | |
Recitals
|
|
IRS | | |
Section 4.15(a)
|
|
LLCA Amendment and Restatement | | |
Section 3.1(e)
|
|
Lock-Up Agreement | | |
Recitals
|
|
Material Contract | | |
Section 4.9(b)
|
|
Material Customer | | |
Section 4.9(c)
|
|
Material Leases | | |
Section 4.7
|
|
Maximum Payable Amount | | |
Section 8.15(d)
|
|
Merger Consideration | | |
Section 3.2(a)
|
|
Mergers | | |
Recitals
|
|
NBOKS | | |
Recitals
|
|
NBOKS Side Letter | | |
Recitals
|
|
New Commitment Letter | | |
Section 8.13(a)(iv)
|
|
Non-Party Affiliate | | |
Section 13.14
|
|
Outside Date | | |
Section 12.1(c)
|
|
Parties | | |
Preamble
|
|
Party | | |
Preamble
|
|
PCAOB Financial Statements | | |
Section 8.10(h)
|
|
PDI Blocker | | |
Preamble
|
|
PDI Merger | | |
Recitals
|
|
Permits | | |
Section 4.17(b)
|
|
Permitted Equity Financing Proceeds | | |
Section 8.15(c)
|
|
PIPE Investment | | |
Recitals
|
|
PIPE Investors | | |
Recitals
|
|
Pre-Closing Period | | |
Section 7.1
|
|
Pre-Closing Reorganization | | |
Section 8.26
|
|
Premium Cap | | |
Section 8.14(b)(ii)
|
|
Recipient | | |
Section 1.1
|
|
Resolution Period | | |
Section 3.5(b)
|
|
Review Period | | |
Section 3.5(b)
|
|
Sale | | |
Section 10.1(e)
|
|
Sellers Prepared Returns | | |
Section 10.1(a)
|
|
Signing Form 8-K | | |
Section 8.10(b)
|
|
Signing Press Release | | |
Section 8.10(b)
|
|
Sponsor Side Letter | | |
Recitals
|
|
Defined Term
|
| |
Reference
|
|
Subscription Agreements | | |
Recitals
|
|
Support Agreement | | |
Section 8.12
|
|
Surviving Blocker | | |
Section 2.1(g)
|
|
Surviving Blocker Interests | | |
Section 3.1(a)(i)
|
|
Surviving Buyer | | |
Section 2.1(h)
|
|
Surviving Company | | |
Section 2.1(i)
|
|
Surviving Elliott Eagle Blocker | | |
Section 2.1(f)
|
|
Surviving Insight Cayman Blocker | | |
Section 2.1(a)
|
|
Surviving Insight Delaware Blocker | | |
Section 2.1(c)
|
|
Surviving Insight GBCF Cayman Blocker | | |
Section 2.1(d)
|
|
Surviving Insight GBCF Delaware Blocker | | |
Section 2.1(e)
|
|
Surviving PDI Blocker | | |
Section 2.1(g)
|
|
SVB Payoff Amount | | |
Section 3.2(e)(i)(B)
|
|
SVB Payoff Letter | | |
Section 3.2(e)(i)(A)
|
|
Tail Policy | | |
Section 8.14(b)(ii)
|
|
Tax Accounting Firm | | |
Section 10.1(e)
|
|
Tax Basis Balance Sheet | | |
Section 10.1(e)
|
|
Tax Contest | | |
Section 10.1(i)
|
|
Tax Positions | | |
Section 10.1(g)
|
|
Tax Receivable Agreement | | |
Recitals
|
|
Total Individual Blocker Merger Consideration | | |
Section 3.1(a)(ii)
|
|
Total Individual Company Optionholder Merger Consideration | | |
Section 3.1(c)(iii)
|
|
Total Individual Company Class A Unitholder Merger Consideration | | |
Section 3.1(c)(ii)
|
|
Total Individual Company Class B Unitholder Merger Consideration | | |
Section 3.1(c)(iii)
|
|
Trade Controls | | |
Section 4.21(a)
|
|
Transaction Expenses Amount | | |
Section 3.2(e)(i)(B)
|
|
Trust Amount | | |
Section 6.7
|
|
Trust Distributions | | |
Section 13.9
|
|
Unaudited Balance Sheet | | |
Section 4.4(a)(ii)
|
|
Unaudited Financial Statements | | |
Section 4.4(a)(ii)
|
|
Valuation Firm | | |
Section 3.5(b)
|
|
Waived 280G Benefits | | |
Section 8.17
|
|
|
Notices to the Buyer Parties:
CC Neuberger Principal Holdings I 200 Park Avenue, 58th Floor New York, NY 10166 Attention:
Douglas Newton
E-mail:
newton@cc.capital
|
| |
with a copy to (which shall not constitute notice):
Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attention:
Peter Martelli, P.C.
Lauren M. Colasacco, P.C. Jessica T. Murray
E-mail:
peter.martelli@kirkland.com
lauren.colasacco@kirkland.com jessica.murray@kirkland.com
|
|
|
Notices to Equityholder Representative:
Insight Venture Partners, LLC 1114 Avenue of the Americas, 36th Floor New York, NY 10036
Attention:
Blair Flicker
Email:
bflicker@insightpartners.com
|
| |
with copies to (which shall not constitute notice):
Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention:
Morgan D. Elwyn
Robert A. Rizzo Claire E. James
E-mail:
melwyn@willkie.com
rrizzo@willkie.com cejames@willkie.com
|
|
|
Notices to the Blockers and to the Company:
c/o E2open, LLC 9600 Great Hills Trail, Suite 300E Austin, TX 78759 Attention:
Michael Farlekas
Laura Fese
Email:
Michael.Farlekas@e2open.com
Laura.Fese@e2open.com
|
| |
with copies to (which shall not constitute notice):
Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention:
Morgan D. Elwyn
Robert A. Rizzo Claire E. James
E-mail:
melwyn@willkie.com
rrizzo@willkie.com cejames@willkie.com
|
|
| Notices to the Surviving Company and, following the Closing, the Buyer: | | | with copies to (which shall not constitute notice): | |
|
c/o E2open, LLC
9600 Great Hills Trail, Suite 300E Austin, TX 78759 Attention:
Michael Farlekas
Laura Fese
Email:
Michael.Farlekas@e2open.com
Laura.Fese@e2open.com
|
| |
Willkie Farr & Gallagher LLP
787 Seventh Avenue New York, NY 10019 Attention:
Morgan D. Elwyn
Robert A. Rizzo Claire E. James
E-mail:
melwyn@willkie.com
rrizzo@willkie.com cejames@willkie.com
and
Kirkland & Ellis LLP
601 Lexington Avenue New York, NY 10022 Attention:
Peter Martelli, P.C.
Lauren M. Colasacco, P.C. Jessica T. Murray
E-mail:
peter.martelli@kirkland.com
lauren.colasacco@kirkland.com jessica.murray@kirkland.com
|
|
| | | | BUYER: | | |||
| | | | CC NEUBERGER PRINCIPAL HOLDINGS I | | |||
| | | | By: | | |
/s/ Douglas Newton
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| | | | BLOCKER MERGER SUB 1: | | |||
| | | | SONAR MERGER SUB I, LLC | | |||
| | | |
By: CC Neuberger Principal Holdings I
Its: Sole Member |
| |||
| | | | By: | | |
/s/ Douglas Newton
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| | | | BLOCKER MERGER SUB 2: | | |||
| | | | SONAR MERGER SUB II, LLC | | |||
| | | |
By: CC Neuberger Principal Holdings I
Its: Sole Member |
| |||
| | | | By: | | |
/s/ Douglas Newton
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| | | | BLOCKER MERGER SUB 3: | | |||
| | | | SONAR MERGER SUB III, LLC | | |||
| | | |
By: CC Neuberger Principal Holdings I
Its: Sole Member |
| |||
| | | | By: | | |
/s/ Douglas Newton
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| | | | BLOCKER MERGER SUB 4: | | |||
| | | | SONAR MERGER SUB IV, LLC | | |||
| | | |
By: CC Neuberger Principal Holdings I
Its: Sole Member |
| |||
| | | | By: | | |
/s/ Douglas Newton
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| | | | BLOCKER MERGER SUB 5: | | |||
| | | | SONAR MERGER SUB V, LLC | | |||
| | | |
By: CC Neuberger Principal Holdings I
Its: Sole Member |
| |||
| | | | By: | | |
/s/ Douglas Newton
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| | | | BLOCKER MERGER SUB 6: | | |||
| | | | SONAR MERGER SUB VI, LLC | | |||
| | | |
By: CC Neuberger Principal Holdings I
Its: Sole Member |
| |||
| | | | By: | | |
/s/ Douglas Newton
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| | | | INSIGHT CAYMAN BLOCKER: | | |||
| | | | INSIGHT (CAYMAN) IX EAGLE BLOCKER, LLC | | |||
| | | | By: | | |
/s/ Ross Devor
|
|
| | | | Name: | | | Ross Devor | |
| | | | Title: | | | Vice President | |
| | | | INSIGHT DELAWARE BLOCKER: | | |||
| | | | INSIGHT (DELAWARE) IX EAGLE BLOCKER, LLC | | |||
| | | | By: | | |
/s/ Ross Devor
|
|
| | | | Name: | | | Ross Devor | |
| | | | Title: | | | Vice President | |
| | | | INSIGHT GBCF CAYMAN BLOCKER: | | |||
| | | | INSIGHT GBCF (CAYMAN) EAGLE BLOCKER, LLC | | |||
| | | | By: | | |
/s/ Ross Devor
|
|
| | | | Name: | | | Ross Devor | |
| | | | Title: | | | Vice President | |
| | | | INSIGHT GBCF DELAWARE BLOCKER: | | |||
| | | | INSIGHT GBCF (DELAWARE) EAGLE BLOCKER, LLC | | |||
| | | | By: | | |
/s/ Ross Devor
|
|
| | | | Name: | | | Ross Devor | |
| | | | Title: | | | Vice President | |
| | | | ELLIOTT EAGLE BLOCKER: | | |||
| | | | ELLIOTT EAGLE JV, LLC | | |||
| | | | By: Elliott Associates, L.P., its Managing Member | | |||
| | | | By: Elliott Investment Management L.P., as Attorney-in-Fact | | |||
| | | | By: | | |
/s/ Elliot Greenberg
|
|
| | | | Name: | | | Elliot Greenberg | |
| | | | Title: | | | Vice President | |
| | | | EALP: | | |||
| | | | ELLIOTT ASSOCIATES, L.P. | | |||
| | | | By: Elliott Investment Management L.P., as Attorney-in-Fact | | |||
| | | | By: | | |
/s/ Elliot Greenberg
|
|
| | | | Name: | | | Elliot Greenberg | |
| | | | Title: | | | Vice President | |
| | | | EILP: | | |||
| | | | ELLIOTT INTERNATIONAL, L.P. | | |||
| | | | By: Hambledon, Inc., its General Partner | | |||
| | | | By: Elliott Investment Management L.P., as Attorney-in-Fact | | |||
| | | | By: | | |
/s/ Elliot Greenberg
|
|
| | | | Name: | | | Elliot Greenberg | |
| | | | Title: | | | Vice President | |
| | | | PDI BLOCKER: | | |||
| | | | PDI III E2OPEN BLOCKER CORP. | | |||
| | | | By: | | |
/s/ Frank Brenninkmeyer
|
|
| | | | Name: | | | Frank Brenninkmeyer | |
| | | | Title: | | | President | |
| | | | COMPANY MERGER SUB: | | |||
| | | | SONAR COMPANY MERGER SUB, LLC | | |||
| | | |
By: CC Neuberger Principal Holdings I
Its: Sole Member |
| |||
| | | | By: | | |
/s/ Douglas Newton
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| | | | COMPANY: | | |||
| | | | E2OPEN HOLDINGS, LLC (F/K/A EAGLE PARENT HOLDINGS, LLC) | | |||
| | | | By: | | |
/s/ Michael Farlekas
|
|
| | | | Name: | | | Michael Farlekas | |
| | | | Title: | | | CEO | |
| | | | EQUITYHOLDER REPRESENTATIVE: | | |||
| | | | INSIGHT VENTURE PARTNERS, LLC | | |||
| | | | By: | | |
/s/ Andrew Prodromos
|
|
| | | | Name: | | | Andrew Prodromos | |
| | | | Title: | | | Authorized Signatory | |
|
Notices to PubCo, the Sponsor, the Founder Holders and following the Closing, the Company:
CC Neuberger Principal Holdings I
c/o CC Capital 200 Park Avenue, 58th Floor New York, NY 10166 Attention: Jason K. Giordano Email: giordano@cc.capital |
| |
with a copy to (which shall not constitute notice):
Kirkland & Ellis LLP
601 Lexington Avenue New York, NY 10022 Attention: Peter Martelli, P.C. Lauren M. Colasacco, P.C. E-mail: peter.martelli@kirkland.com lauren.colasacco@kirkland.com
and
Willkie Farr & Gallagher LLP
787 Seventh Avenue New York, NY 10019 Attention: Morgan Elwyn Robert A. Rizzo Claire E. James E-mail: melwyn@willkie.com rrizzo@willkie.com cejames@willkie.com |
|
|
Notices to Huston:
Eva F. Huston
c/o CC Neuberger Principal Holdings I 200 Park Avenue, 58th Floor New York, NY 10166 E-mail: hustoneva@gmail.com |
| |
with a copy to (which shall not constitute notice):
Kirkland & Ellis LLP
601 Lexington Avenue New York, NY 10022 Attention: Peter Martelli, P.C. Lauren M. Colasacco, P.C. E-mail: peter.martelli@kirkland.com lauren.colasacco@kirkland.com
and
Willkie Farr & Gallagher LLP
787 Seventh Avenue New York, NY 10019 Attention: Morgan Elwyn Robert A. Rizzo Claire E. James E-mail: melwyn@willkie.com rrizzo@willkie.com cejames@willkie.com |
|
|
Notices to Abell:
Keith W. Abell
c/o CC Neuberger Principal Holdings I 200 Park Avenue, 58th Floor New York, NY 10166 E-mail: kwabell@gmail.com |
| |
with a copy to (which shall not constitute notice):
Kirkland & Ellis LLP
601 Lexington Avenue New York, NY 10022 Attention: Peter Martelli, P.C. Lauren M. Colasacco, P.C. E-mail: peter.martelli@kirkland.com lauren.colasacco@kirkland.com
and
Willkie Farr & Gallagher LLP
787 Seventh Avenue New York, NY 10019 Attention: Morgan Elwyn Robert A. Rizzo Claire E. James E-mail: melwyn@willkie.com rrizzo@willkie.com cejames@willkie.com |
|
| | | | PUBCO: | | ||||||
| | | | CC NEUBERGER PRINCIPAL HOLDINGS I | | ||||||
| | | | By: | | |
/s/ Douglas Newton
|
| |||
| | | | | | | Name: | | | Douglas Newton | |
| | | | | | | Title: | | | Authorized Signatory | |
| | | | SPONSOR PARTIES: | | ||||||
| | | | CC NEUBERGER PRINCIPAL HOLDINGS I SPONSOR, LLC | | ||||||
| | | | By: | | |
/s/ Douglas Newton
|
| |||
| | | | | | | Name: | | | Douglas Newton | |
| | | | | | | Title: | | | Authorized Signatory | |
| | | |
/s/ Eva F. Huston
Eva F. Huston
|
| ||||||
| | | |
/s/ Keith W. Abell
Keith W. Abell
|
|
| | | | FOUNDER HOLDERS: | | ||||||
| | | | CC NB SPONSOR I HOLDINGS LLC | | ||||||
| | | | By: | | |
/s/ Chinh E. Chu
|
| |||
| | | | | | | Name: | | | Chinh E. Chu | |
| | | | | | | Title: | | | President & Senior Managing Director | |
| | | | NEUBERGER BERMAN OPPORTUNISTIC CAPITAL SOLUTIONS MASTER FUND LP | | ||||||
| | | | By: | | |
/s/ Charles Kantor
|
| |||
| | | | | | | Name: | | | Charles Kantor | |
| | | | | | | Title: | | | Managing Director | |
| By: | | |
/s/ Douglas Newton
|
| | ||
| Name: | | | Douglas Newton | | | | |
| Title: | | | Authorized Signatory | | | | |
| By: | | |
/s/ Charles Kantor
|
| | ||
| Name: | | | Charles Kantor | | | | |
| Title: | | | Managing Director | | | | |
Name
|
| |
Address
|
|
Douglas Newton | | | c/o CC Capital Partners | |
| | | 200 Park Avenue, 58th Floor | |
| | | New York, NY 10166 | |
Economic Interests Beneficially Owned by the IVP Equityholders (and their Permitted Transferees) as a
Percentage of the Economic Interests Held by the IVP Equityholders immediately after the Closing |
| |
Number of
IVP Directors |
| |||
85% or greater
|
| | | | 3 | | |
66% or greater, but less than 85%
|
| | | | 2 | | |
33% or greater (or, if greater, 2% of the Voting Securities of Pubco), but less than 66%
|
| | | | 1 | | |
Less than the greater of 33% and 2% of the Voting Securities of PubCo
|
| | | | 0 | | |
Economic Interests Beneficially Owned by the Sponsor (and its Permitted Transferees) as a Percentage
of the Economic Interests Beneficially Owned by CC Capital immediately after the Closing |
| |
Number of
Sponsor Directors |
| |||
85%
|
| | | | 5 | | |
68%
|
| | | | 4 | | |
51%
|
| | | | 3 | | |
34%
|
| | | | 2 | | |
17%
|
| | | | 1 | | |
0%
|
| | | | 0 | | |
| | | |
PUBCO:
E2OPEN PARENT HOLDINGS, INC. (f/k/a CC NEUBERGER PRINCIPAL HOLDINGS I)
|
| |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | |
SPONSOR:
CC NEUBERGER PRINCIPAL HOLDINGS I SPONSOR LLC
|
| |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | |
EQUITYHOLDERS:
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (CAYMAN), L.P.
|
| |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (DELAWARE), L.P. | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P. | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P. | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | INSIGHT E2OPEN AGGREGATOR, LLC | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | [ELLIOTT EQUITYHOLDER[S]] | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | |
FOUNDER HOLDERS:
CC NB SPONSOR 1 HOLDINGS LLC
|
| |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | NEUBERGER BERMAN OPPORTUNISTIC CAPITAL SOLUTIONS MASTER FUND LP | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | [TRANSFEROR] | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | [TRANSFEREE] | | |||
| | | | By: | | |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | Address for notices: | |
| Name of Investor: | | | State/Country of Formation or Domicile: | | |||
| By: | | |
|
| | | |
| Name: | | |
|
| | | |
| Title: | | |
|
| | | |
| Attn: | | |
|
| | Attn: | | |
|
|
| Telephone No.: | | | Telephone No.: | |
| Facsimile No.: | | | Facsimile No.: | |
| Number of Shares subscribed for: | | | | |
| Aggregate Subscription Amount: $ | | | Price Per Share: $10.00 | |
| | | | CC NEUBERGER PRINCIPAL HOLDINGS I | | |||
| | | | By: | | |
|
|
| | | | Name: | | | Douglas Newton | |
| | | | Title: | | | Authorized Signatory | |
| Date: , 2020 | | | | | | | |
| | |
Page
|
| |||
| | | | I-1 | | | |
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| | |
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|
“Affiliate”
|
| | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
|
“Applicable Law”
|
| | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
|
“Articles”
|
| | means these articles of association of the Company. | |
|
“Audit Committee”
|
| | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
|
“Auditor”
|
| | means the person for the time being performing the duties of auditor of the Company (if any). | |
|
“Business Combination”
|
| | means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the | |
| | | | deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such Business Combination; and (b) must not be effectuated with another blank cheque company or a similar company with nominal operations. | |
|
“business day”
|
| |
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
|
|
|
“Clearing House”
|
| |
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
|
|
|
“Class A Share”
|
| |
means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
“Class B Share”
|
| |
means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
“Company”
|
| |
means the above named company.
|
|
|
“Company’s Website”
|
| |
means the website of the Company and/or its web-address or domain name (if any).
|
|
|
“Compensation Committee”
|
| |
means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
|
|
|
“Designated Stock Exchange”
|
| |
means any United States national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange.
|
|
|
“Directors”
|
| |
means the directors for the time being of the Company.
|
|
|
“Dividend”
|
| |
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
|
|
|
“Electronic Communication”
|
| |
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
|
|
|
“Electronic Record”
|
| |
has the same meaning as in the Electronic Transactions Law.
|
|
|
“Electronic Transactions Law”
|
| |
means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
|
|
|
“Equity-linked Securities”
|
| |
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
|
|
|
“Exchange Act”
|
| |
means the United States Securities Exchange Act of 1934,
|
|
| | | |
as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
|
|
|
“Founders”
|
| |
means all Members immediately prior to the consummation of the IPO.
|
|
|
“Independent Director”
|
| |
has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
|
|
|
“IPO”
|
| |
means the Company’s initial public offering of securities.
|
|
|
“Member”
|
| |
has the same meaning as in the Statute.
|
|
|
“Memorandum”
|
| |
means the memorandum of association of the Company.
|
|
|
“Nominating and Corporate Governance Committee”
|
| |
means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
|
|
|
“Officer”
|
| |
means a person appointed to hold an office in the Company.
|
|
|
“Ordinary Resolution”
|
| |
means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
|
|
|
“Over-Allotment Option”
|
| |
means the option of the Underwriters to purchase up to an additional 15 per cent of the units (as described in the Articles) sold in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.
|
|
|
“Preference Share”
|
| |
means a preference share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
“Public Share”
|
| |
means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
|
|
|
“Redemption Notice”
|
| |
means a notice in a form approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares.
|
|
|
“Register of Members”
|
| |
means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
|
|
|
“Registered Office”
|
| |
means the registered office for the time being of the Company.
|
|
|
“Representatives”
|
| |
means the representatives of the Underwriters.
|
|
|
“Seal”
|
| |
means the common seal of the Company and includes every duplicate seal.
|
|
|
“Securities and Exchange Commission”
|
| |
means the United States Securities and Exchange Commission.
|
|
|
“Share”
|
| |
means a Class A Share, a Class B Share, or a Preference Share and includes a fraction of a share in the Company.
|
|
|
“Special Resolution”
|
| |
subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution.
|
|
|
“Sponsor”
|
| |
means CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company, and its successors or assigns.
|
|
|
“Statute”
|
| |
means the Companies Law (2020 Revision) of the Cayman Islands.
|
|
|
“Treasury Share”
|
| |
means a Share held in the name of the Company as a treasury share in accordance with the Statute.
|
|
|
“Trust Account”
|
| |
means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.
|
|
|
“Underwriter”
|
| |
means an underwriter of the IPO from time to time and any successor underwriter.
|
|
Name
|
| |
Position
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Date
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/s/ Chinh E. Chu
Chinh E. Chu
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Chief Executive Officer and Director
(Principal Executive Officer) |
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November 6, 2020
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/s/ Matthew Skurbe
Matthew Skurbe
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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November 6, 2020
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/s/ Douglas Newton
Douglas Newton
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| | Executive Vice President | | |
November 6, 2020
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/s/ Charles Kantor
Charles Kantor
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| | Director | | |
November 6, 2020
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/s/ Keith W. Abell
Keith W. Abell
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| | Director | | |
November 6, 2020
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/s/ Eva F. Huston
Eva F. Huston
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| | Director | | |
November 6, 2020
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Exhibit 10.2
FORWARD PURCHASE AGREEMENT
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 28, 2020, by and among CC Neuberger Principal Holdings I, a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of units (the “Public Units”) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Share(s)”), and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrant(s)”);
WHEREAS, following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination; and
WHEREAS, the parties wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination (the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis, the number of Class A Shares determined pursuant to Section 1(a)(i) hereof (the “Forward Purchase Shares”) and the applicable number of Warrants determined pursuant to Section 1(a)(i) hereof, with one Warrant being issuable to the Purchaser per each increment of four Forward Purchase Shares actually issued and sold to the Purchaser hereunder (the “Forward Purchase Warrant(s)” and together with the Forward Purchase Shares, the “Forward Purchase Securities”) on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Sale and Purchase.
(a) Forward Purchase Securities.
(i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (1) the number of Forward Purchase Shares which is the quotient of (x) the amount of capital committed to the Purchaser and allocated to this Agreement as notified by the Purchaser to the Company as promptly as practicable after the date hereof and no later than five (5) Business Days prior to such time as any definitive agreement with respect to a Business Combination is executed by the Company (the “Allocation Notice”), which amount shall be no more than $200,000,000, and (y) $10.00, the “Number of Forward Purchase Shares,” plus (2) the number of Forward Purchase Warrants which is the product of (x) the number of Forward Purchase Shares as determined by clause (1) and (y) 1/4, the “Number of Forward Purchase Warrants”, for an aggregate purchase price of $10.00 multiplied by the number of Forward Purchase Shares issued and sold hereunder (the “FPS Purchase Price”). No fractional Forward Purchase Warrants will be issued.
(ii) Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (the “Public Warrants”), and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the IPO Closing, and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement.
(iii) The Company shall deliver written notice to the Purchaser as early as practicable, and in any case at least eleven (11) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”) of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business Days before the anticipated date of the Business Combination Closing specified in such written notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such written notice, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.
(iv) The closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date as, and immediately prior to, the Business Combination Closing (such date being referred to as the “Closing Date”). At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Securities, registered in the name of the Purchaser, against (and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company.
(b) Delivery of Forward Purchase Securities.
(i) The Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder in the register of members of the Company and with the Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the FPS Closing.
(ii) Each register and book entry for the Forward Purchase Securities purchased by the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
(c) Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), then at the Purchaser’s request, the Company will, at its sole expense, cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii) hereof. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization or certificate or direction if it reasonably believes that removal of the legend could reasonably be expected to result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
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(d) Registration Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities as set forth on Exhibit A (the “Registration Rights”).
2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:
(a) Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.
(b) Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.
(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.
(d) Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.
(e) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Securities. If the Purchaser was formed for the specific purpose of acquiring the Forward Purchase Securities, each of its equity owners is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.
(f) Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering and sale of the Forward Purchase Securities, as well as the terms of the IPO, with the Company’s management.
(g) Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares which the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Securities hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Securities.
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(h) No Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Securities.
(i) High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.
(j) Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(k) Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Forward Purchase Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Forward Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.
(l) No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.
(m) Residence. The principal place of business of the Purchaser is the office located at the address of the Purchaser set forth on the signature page hereof.
(n) Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material non-public information relating to the Company.
(o) Adequacy of Financing. The Purchaser has, or will have, from and after receipt of capital commitments not subject to opt-out rights (or for which the party with such opt-out rights has agreed to fund in respect of this Agreement) in an aggregate amount not less than the FPS Purchase Price, available to it sufficient funds to satisfy its obligations under this Agreement.
(p) Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.
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(q) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and the offering, sale and purchase of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
3. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:
(a) Incorporation and Corporate Power. The Company is an exempted company duly incorporated and validly existing and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.
(b) Capitalization. The authorized share capital of the Company consists, as of the date hereof, of:
(i) 500,000,000 Class A Shares, none of which are issued and outstanding;
(ii) 50,000,000 Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Shares”), 15,350,000 of which are issued and outstanding; and all of the outstanding Class B ordinary shares of the Company have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable laws; and
(iii) 1,000,000 preference shares, none of which are issued and outstanding.
(c) Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing, as applicable. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the FPS Closing, and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the FPS Closing, as applicable. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.
(d) Valid Issuance of Forward Purchase Securities.
(i) The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered in the register of members of the Company, and the securities issuable upon conversion or exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws.
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(ii) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)–(iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
(e) Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for any filings pursuant to Regulation D of the Securities Act, applicable state securities laws, and pursuant to the Registration Rights.
(f) Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company will not result in any violation or default (i) of any provisions of the Company’s memorandum and articles of association, as they may be amended from time to time (the “Charter”) or its other governing documents, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which the Company is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which the Company is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which the Company is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.
(g) Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and activities in connection with the IPO and offerings of the Forward Purchase Securities.
(h) Foreign Corrupt Practices. Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
(i) Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(j) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.
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(k) No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly, including through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.
(l) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, the offering, sale and purchase of the Forward Purchase Securities, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by any of the Purchaser Parties.
4. Additional Agreements, Acknowledgements and Waivers of the Purchaser.
(a) Trust Account.
(i) The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”) for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares issued in the IPO (the “Public Shares”) held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim against the Trust Account or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(b) No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes of this Section 4(b), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
(c) Allocation Notice. The Purchaser shall deliver the Allocation Notice to the Company as promptly as practicable after the date hereof, and in any event immediately upon the allocation to this Agreement of capital which has been committed to the Purchaser (in accordance with all binding obligations of the Purchaser), which in no event shall be later than five (5) Business Days prior to such time as any definitive agreement with respect to a Business Combination is executed by the Company.
5. Additional Agreements of the Company.
(a) No Material Non-Public Information. The Company agrees that no information provided to the Purchaser in connection with this Agreement will, upon the IPO Closing, constitute material non-public information of the Company.
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(b) NYSE Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Shares on the NYSE (or another national securities exchange).
(c) No Amendments to Charter. The amended and restated memorandum and articles of association of the Company will be in substantially the same form of Exhibit B hereto and will not be amended in any material respect prior to the IPO Closing without the Purchaser’s prior written consent.
6. FPS Closing Conditions.
(a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:
(i) The Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Securities;
(ii) The Purchaser shall have capital commitments not subject to opt-out rights (or, to the extent subject to opt-out rights, for which the party with such opt-out rights has agreed to fund in respect of this Agreement) allocated to this Agreement sufficient to fund the FPS Purchase Price; provided, that, immediately upon receipt by the Purchaser of capital commitments which are not subject to opt-out rights, or capital commitments which are subject to opt-out rights but for which the person entitled to such opt-out rights has not exercised its veto and the time period for exercising such veto right in respect of the Business Combination which is contemplated to be consummated hereunder shall have expired in respect of such Business Combination (and which capital shall be counted solely in respect of such Business Combination), in the aggregate, in an amount equal to the FPS Purchase Price, the condition set forth in this Section 6(a)(ii) shall be deemed satisfied for all purposes hereunder (and shall not be tested again);
(iii) The Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Cayman Islands exempted company, as of a date within ten (10) Business Days of the Closing Date;
(iv) The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;
(v) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and
(vi) No order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.
(b) The obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:
(i) The Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Securities;
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(ii) The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;
(iii) The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and
(iv) No order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.
7. Termination. This Agreement may be terminated at any time prior to the FPS Closing:
(a) by mutual written consent of the Company and the Purchaser; or
(b) automatically
(i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or
(ii) if the Business Combination is not consummated within 24 months from the IPO Closing, or such later date as may be approved by the Company’s shareholders in accordance with the Charter.
In the event of any termination of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser in accordance with written instructions provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 4(a) shall survive termination of this Agreement.
8. General Provisions.
(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: CC Neuberger Principal Holdings I, 200 Park Avenue, 58th Floor, New York, New York 10166, Attn: Douglas Newton, email: newton@cc.capital, with a copy to the Company’s counsel at: Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Christian O. Nagler, Esq. and Peter S. Seligson, Esq., email: cnagler@kirkland.com and peter.seligson@kirkland.com, fax: (212) 446-4900.
All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).
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(b) No Finder’s Fees. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor who assists the Company in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.
(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.
(d) Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(f) Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may assign and delegate all or a portion of its rights and obligations to purchase the Forward Purchase Securities to one or more other persons upon the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however, that no consent of the Company shall be required if such assignment or delegation is to an affiliate of Purchaser; provided, further, that no such assignment or delegation shall relieve the Purchaser of its obligations hereunder (including its obligation to purchase the Number of Forward Purchase Shares and the Number of Forward Purchase Warrants hereunder) and the Company shall be entitled to pursue all rights and remedies against the Purchaser subject to the terms and conditions hereof.
(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
(h) Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
(j) Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
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(k) Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.
(l) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.
(m) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.
(n) Expenses. Each of the Company and the Purchaser will be responsible for payment of its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance and resale of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.
(o) Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
(p) Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.
(q) Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.
(r) Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
PURCHASER: | ||
NEUBERGER BERMAN OPPORTUNISTIC CAPITAL SOLUTIONS MASTER FUND LP | ||
By: | /s/ Charles Kantor | |
Name: | Charles Kantor | |
Title: | Managing Director | |
Address for Notices: | ||
Neuberger Berman Opportunistic Capital Solutions Master Fund LP | ||
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas New York, New York 10104 Attention: Lawrence Kohn, Ralph DeFeo and Ephraim Lemberger |
||
Email: lawrence.kohn@nb.com, ralph.defeo@nb.com and ephraim.lemberger@nb.com | ||
with a copy (which shall not constitute notice) to: | ||
Sidley Austin LLP
787 Seventh Avenue New York, New York 10019 Attention: Jennifer Spiegel Email: jspiegel@sidley.com |
||
COMPANY: | ||
CC NEUBERGER PRINCIPAL HOLDINGS I | ||
By: | /s/ Douglas Newton | |
Name: | Douglas Newton | |
Title: | Chief Financial Officer |
[Signature Page to Forward Purchase Agreement]
Exhibit A
Registration Rights
1. Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 for a secondary offering (including any successor registration statement covering the resale of the Registrable Securities, a “Resale Shelf”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities and (y) any other equity security of the Company issued or issuable with respect to the securities referred to in clause (x) by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, for so long as such securities are held by the Purchaser or its assignees under the Agreement (each, a “Holder”), the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided that if Form S-3 is unavailable for such a registration, the Company shall register the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable Securities on Form S-3 as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter, but in no event later than sixty (60) days after the initial filing of the Resale Shelf, and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Registrable Securities until the earliest of (A) the date on which such securities are no longer Registrable Securities and (B) the date all of the Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.
2. The Holders may, after the Resale Shelf becomes effective, deliver a written notice to the Company (the “Underwritten Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Resale Shelf is intended to be conducted through a firm commitment underwritten offering (an “Underwritten Offering”); provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $25,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Underwritten Offerings at the request of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or year. In the event of an Underwritten Offering, the Holders representing a majority-in-interest of the Registrable Securities to be included in such Underwritten Offering shall select the managing underwriter(s) for the Underwritten Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld, conditioned or delayed. If the underwriter(s) for any Underwritten Offering pursuant to this paragraph 2 of this Exhibit A (each, a “Secondary Offering”) advise the Company and the Holders that, in their good faith opinion, marketing factors require a limitation on the number of securities that may be included in such Secondary Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Holders that have requested to participate in such Secondary Offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such Secondary Offering by such Holders, and (ii) second, to the holders of any other securities of the Company that have been requested to be so included.
3. Upon receipt of prior written notice by any Holder that they intend to effect a sale of Registrable Securities held by them as are then registered pursuant to the Resale Shelf, the Company shall use its reasonable best efforts to cooperate in such sale (whether or not such sale constitutes an Underwritten Offering), including by amending or supplementing the prospectus related to such Resale Shelf as may be reasonably requested by such Holder for so long as such Holder holds Registrable Securities.
4. In the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that any Holder be specifically identified as an “underwriter” in order to permit such registration statement to become effective, and such Holder does not consent in writing to being so named as an underwriter in such registration statement, the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a pro rata basis among all Holders to be so included, unless otherwise required by the Staff, so that the number of Registrable Securities to be registered is permitted by the Staff and such Holder is not required to be named as an “underwriter”; provided, that any Registrable Securities not registered due to this paragraph 4 shall thereafter as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.
5. If at any time the Company proposes to file a registration statement (a “Registration Statement”) on its own behalf, or on behalf of any other Persons who have registration rights (“Other Holders”), relating to an Underwritten Offering of ordinary shares (a “Company Offering”), then the Company will provide the Holders with notice in writing (an “Offer Notice”) at least three (3) Business Days prior to such filing, which Offer Notice will offer to include in the Registration Statement the Registrable Securities held by each Holder (the “Piggyback Securities”). Within three (3) Business Days after receiving the Offer Notice, each Holder may make a written request (a “Piggyback Request”) to the Company to include some or all of such Holder’s Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that, in their good faith opinion, marketing factors require a limitation on the number of securities that may be included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the Holders and any other holders of similar piggyback rights, based pro rata on the value of the securities requested to be sold in such Company Offering by each requesting holder.
6. In connection with any Underwritten Offering, the Company shall enter into such customary agreements and take all such other actions in connection therewith (including those requested by Holders representing a majority-in-interest of the Registrable Securities to be included in such Underwritten Offering) in order to facilitate the disposition of such Registrable Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement that provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables.
7. The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses of any Secondary Offering and any Company Offering, including, without limitation, the following: (i) all registration and filing fees (including fees with respect to filings required to be made with FINRA and any securities exchange on which the Registrable Securities are then listed); (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable fees and disbursements of all independent registered public accountants of the Company; and (vi) reasonable fees and expenses of one (1) legal counsel selected by Holders representing a majority-in-interest of the Registrable Securities participating in any such Secondary Offering not to exceed $75,000 per Secondary Offering, but shall not include any incremental selling expenses relating to the sale of Registrable Securities, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs and, other than as set forth in clause (vi) of this paragraph 7, the fees and expenses of any legal counsel representing the Holders; and provided that the Company shall only be responsible for expenses under clause (vi) with respect to two Secondary Offerings in any consecutive three-hundred sixty-five (365) day-period.
8. The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Holders a written notice (“Suspension Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s insider trading policy (as if the Holders were covered by such policy) or (ii) materially detrimental to the Company and its shareholders for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than ninety (90) days after the date of such notice to the Holders; provided such period may be extended for an additional thirty (30) days with the consent of Holders representing a majority-in-interest of the Registrable Securities, which consent shall not be unreasonably withheld; provided further, that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any twelve (12) month period. The Holders shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after they have received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The Holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the Company to the Holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph 8 to be concluded as promptly as reasonably practicable.
9. The Holders agree that, except as required by applicable law, the Holders shall treat as confidential the receipt of any Suspension Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure by a Holder of Registrable Securities in breach of the terms of this Agreement.
A-2
10. The Company shall indemnify and hold harmless the Holders, their respective directors and officers, partners, members, managers, employees, agents, and representatives and each person, if any, who controls a Holder within the meaning of the Securities Act and the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of such securities by the Purchaser.
11. The Company’s obligation under paragraph 1 of this Exhibit A is subject to each Holder’s furnishing to the Company in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Each Holder shall indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Holder expressly for inclusion in such Resale Shelf, related prospectus or amendment or supplement thereto, as applicable; provided that the obligation to indemnify shall be individual, not joint and several, and shall be limited to the net amount of proceeds received by the applicable Holder from the sale of Registrable Securities pursuant to the Resale Shelf.
12. The Company shall cooperate with the Holders, to the extent the Registrable Securities become freely tradable, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names as each Holder may request.
13. If requested by Holders representing a majority-in-interest of the Registrable Securities, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate in a prospectus supplement or post-effective amendment such information as each Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by Holders representing a majority-in-interest of the Registrable Securities.
14. As long as Registrable Securities are outstanding, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and to promptly furnish the Holders with true and complete copies of all such filings, unless filed through the SEC’s EDGAR system. The Company further covenants that it shall take such further action as the Holders may reasonably request, all to the extent required from time to time, to enable the Holders to sell the Class A Shares and Warrants held by the Holders without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions, to the extent such exemption is available to the Purchaser at such time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
A-3
Exhibit 21.1
Subsidiaries of CC Neuberger Principal Holdings I
None.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-4, of our report dated November 6, 2020, relating to the balance sheet of CC Neuberger Principal Holdings I as of June 30, 2020, and the related statements of operations, changes in shareholders’ equity and cash flows for the period from January 14, 2020 (inception) through June 30, 2020, appearing in the proxy statement/prospectus, which is a part of this Registration Statement, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
November 6, 2020 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated November 6, 2020, with respect to the consolidated financial statements of E2open Holdings, LLC, included in the Proxy Statement of CC Neuberger Principal Holdings I that is made a part of the Registration Statement (Form S-4) and Prospectus of CC Neuberger Principal Holdings I for the registration of 56,750,000 shares of its Class A common stock and 2,500,000 shares of its Series B-1 common stock.
/s/ Ernst & Young LLP |
Austin, Texas
November 6, 2020
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
The Board of Directors
E2open, LLC:
We consent to the use of our report dated March 5, 2019, with respect to the consolidated balance sheets of Amber Road, Inc. and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes, included herein and to the reference to our firm under the heading “Experts” in the prospectus.
Our report on the consolidated financial statements refers to a change in the method of accounting for revenue from contracts with customers due to the adoption of Accounting Standards Codification Topic 606 – Revenue from Contracts with Customers.
/s/ KPMG LLP
Philadelphia, Pennsylvania
November 6, 2020
Exhibit 99.2
Consent of Stephen C. Daffron to be Named as a Director
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I, the undersigned, hereby consent to my being named in the Registration Statement on Form S-4 of CC Neuberger Principal Holdings I, and all amendments, including post-effective amendments thereto (the “Registration Statement”), as a person about to become a director of E2open Parent Holdings, Inc. upon completion of the Business Combination and the other transactions described in the Registration Statement.
Dated: November 6, 2020 | |
/s/ Stephen C. Daffron | |
Stephen C. Daffron |
Exhibit 99.3
Consent of Ryan M. Hinkle to be Named as a Director
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I, the undersigned, hereby consent to my being named in the Registration Statement on Form S-4 of CC Neuberger Principal Holdings I, and all amendments, including post-effective amendments thereto (the “Registration Statement”), as a person about to become a director of E2open Parent Holdings, Inc. upon completion of the Business Combination and the other transactions described in the Registration Statement.
Dated: November 6, 2020 | |
/s/ Ryan M. Hinkle | |
Ryan M. Hinkle |
Exhibit 99.4
Consent of Timothy I. Maudlin to be Named as a Director
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I, the undersigned, hereby consent to my being named in the Registration Statement on Form S-4 of CC Neuberger Principal Holdings I, and all amendments, including post-effective amendments thereto (the “Registration Statement”), as a person about to become a director of E2open Parent Holdings, Inc. upon completion of the Business Combination and the other transactions described in the Registration Statement.
Dated: November 6, 2020 | |
/s/ Timothy I. Maudlin | |
Timothy I. Maudlin |
Exhibit 99.5
Consent of Michael A. Farlekas to be Named as a Director
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I, the undersigned, hereby consent to my being named in the Registration Statement on Form S-4 of CC Neuberger Principal Holdings I, and all amendments, including post-effective amendments thereto (the “Registration Statement”), as a person about to become a director of E2open Parent Holdings, Inc. upon completion of the Business Combination and the other transactions described in the Registration Statement.
Dated: November 6, 2020 | |
/s/ Michael A. Farlekas | |
Michael A. Farlekas |