Open Lending, LLC (“Open Lending”), a leading provider of lending
enablement and risk analytics solutions to financial institutions,
and Nebula Acquisition Corporation (NASDAQ: NEBU) ("Nebula"), a
special purpose acquisition company sponsored by True Wind Capital,
L.P. (“True Wind Capital”), today announced that they have agreed
to a revised business combination agreement reflecting an updated
transaction enterprise value of $1,080 million from the previously
agreed upon value of $1,330 million announced on January 6, 2020.
This 19% decrease in value reflects a reduction in the aggregate
consideration to be paid to Open Lending’s selling equity-holders’
due to the impact of COVID-19 on the economy and the public
markets, and represents a 7.4x multiple based upon the midpoint of
the projected 2021 EBITDA range for Open Lending.
The parties remain excited about the future
prospects of the combined company. The additional investors from
the $200 million private placement of common stock at $10.00 per
share, anchored by True Wind and several noteworthy and leading
fundamental investors, continue to be committed to the
transaction.
The updated transaction terms can be found in
the investor presentation published Wednesday, May 13, 2020. An
amendment to the S-4 registration statement of Nebula Parent Corp.
(the “Company”) was filed with the Securities and Exchange
Commission (the “SEC”) Wednesday and the parties remain focused on
closing the business combination by June 12, 2020.
About Open Lending
Open Lending, through its flagship product, Lenders Protection,
offers loan analytics, risk-based pricing, risk modeling and
default insurance, ensuring profitable auto loan portfolios for
financial institutions throughout the United States. For more
information, please visit www.OpenLending.com.
About Nebula Acquisition Corporation
Nebula Acquisition Corporation, sponsored by True Wind Capital
and led by Adam H. Clammer and James H. Greene, Jr., is a blank
check company formed for the purpose of entering into a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses in the technology industry.
About True Wind Capital
True Wind Capital is a San Francisco-based private equity firm
focused on investing in leading technology companies with a broad
mandate including software, data analytics, tech-enabled services,
internet, financial technology, and hardware. True Wind
Capital is a value-added partner, providing support and expertise
that is rooted in its teams’ 75+ years of collective investing
experience. Mr. Adam H. Clammer and Mr. James H. Greene, Jr.,
are the founding partners of True Wind Capital.
Important Information and Where to Find It
A full description of the terms of the transaction are provided
in the registration statement on Form S-4 the Company filed with
the SEC on March 18, 2020 (as, amended, the “Registration
Statement”), which includes a proxy statement for the stockholders
and warrantholders of Nebula that also constitutes a prospectus of
the Company. Nebula urges investors, stockholders,
warrantholders and other interested persons to read the preliminary
proxy statement/prospectus as well as other documents filed with
the SEC because these documents will contain important information
about Nebula, Open Lending, ParentCo and the transaction.
After the Registration Statement is declared effective, the
definitive proxy statement/prospectus included in the Registration
Statement will be mailed to stockholders of Nebula as of a record
date to be established for voting on the proposed
transaction. Nebula’s stockholders and warrantholders will
also be able to obtain a copy of the proxy statement/prospectus,
without charge, by directing a request to: Nebula Acquisition
Corporation, Four Embarcadero Center, Suite 2100, San Francisco, CA
94111. The preliminary and definitive proxy
statement/prospectus included in the Registration Statement, once
available, can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
Participants in the Solicitation
Nebula, Open Lending and the Company and their respective
directors and executive officers may be considered participants in
the solicitation of proxies with respect to the potential
transaction described in this press release under the rules of the
SEC. Information about the directors and executive officers of
Nebula and the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the stockholders in
connection with the potential transaction is set forth in the
Registration Statement and other materials that may be filed with
the SEC regarding the transaction. These documents can be obtained
free of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Nebula, Open Lending or the Company, nor shall there be any sale
of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These statements are based on
various assumptions and on the current expectations of Nebula’s and
Open Lending’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Nebula and Open
Lending. These forward looking statements are subject to a number
of risks and uncertainties, including general economic, political
and business conditions, the potential effects of COVID-19,
applicable taxes, inflation, interest rates and the regulatory
environment, the outcome of judicial proceedings to which Open
Lending is, or may become a party, the inability of the parties to
consummate the proposed transaction; the risk that the approval of
the stockholders of Nebula or Open Lending for the potential
transaction is not obtained; failure to realize the anticipated
benefits of the potential transaction, including as a result of a
delay in consummating the potential transaction or difficulty in
integrating the businesses of Nebula and Open Lending; the amount
of redemption requests made by Nebula’s stockholders; those factors
discussed in Nebula’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 and the Registration Statement under
the heading “Risk Factors,” and other documents of Nebula filed, or
to be filed, with the SEC. If the risks materialize or assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that Nebula, Open Lending and the Company
presently do not know or that they currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect Nebula’s and Open Lending’s expectations, plans
or forecasts of future events and views as of the date of this
press release. Nebula and Open Lending anticipate that subsequent
events and developments will cause their assessments to change.
However, while Nebula and Open Lending may elect to update these
forward-looking statements at some point in the future, Nebula and
Open Lending specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Nebula’s or Open Lending’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Non-GAAP Financial Measure and Related
Information
This press release references EBITDA, which is a financial
measure that is not prepared in accordance with U.S. generally
accepted accounting principles ("GAAP"). Non-GAAP financial
measures do not have a standardized meaning, and the definition of
EBITDA used by Open Lending may be different from other, similarly
named non-GAAP measures used by others. In addition, such financial
information is unaudited and does not conform to SEC Regulation S-X
and as a result such information may be presented differently in
future filings by the Company with the SEC.
Contact:
ICR for Open LendingInvestorsopenlending@icrinc.com
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