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”), announced today that they have closed
their previously announced business combination agreement under
which Nebula acquired Open Lending. The business combination
was approved by Nebula’s shareholders at an extraordinary general
meeting held yesterday.
Upon completion of the business combination,
Nebula changed its name to Open Lending, and its common stock is
expected to begin trading on the Nasdaq Stock Market under the
ticker symbol “LPRO”, commencing June 11, 2020. The share price
closed yesterday at $13.35, representing an approximately 30%
increase from Nebula’s closing share price on June 5, 2020. The
amendment to public warrants was not approved by Nebula’s
warrantholders at the extraordinary meeting of warrantholders held
yesterday; therefore, the public warrants will remain
outstanding.
Open Lending’s management team, led by John
Flynn, Co-Founder, President and Chief Executive Officer and Ross
Jessup, Co-Founder, CFO, and COO, will continue to lead the
Company. Adam Clammer, Nebula’s Co-Chairman and Co-Chief Executive
Officer, will serve as a Director on the combined company’s board
of directors. Open Lending's existing minority investor, Bregal
Sagemount, a prominent growth equity firm, will continue as a
public stockholder and participate on the board as well.
Adam Clammer stated, "We are pleased to complete
the combination and look forward to partnering with John, Ross, and
the rest of Open Lending's management team at this exciting
inflection point in the company's growth. Our team believes that
management has built an extraordinary business and we’re excited to
support them along their public market journey."
John Flynn stated, “The past 15 years, and
especially the past few months, have shown how incredible our team
is and how significant the opportunity in front of us is to grow
this business. We are excited to partner with our new board
of directors and investors as we continue to execute on Open
Lending’s growth plan as a public company. We believe the public
warrantholders’ decision to maintain their investment in company is
further evidence of the value of Open Lending.”
Financial Technology Partners and FTP Securities
("FT Partners") served as strategic and financial advisor and
Goodwin Procter LLP as legal counsel to Open Lending in connection
with the transaction. Deutsche Bank Securities and Goldman Sachs
& Co. LLC acted as capital markets advisors, financial
advisors, and private placement agents, and Greenberg Traurig, LLP
acted as legal counsel to Nebula in connection with the
transaction.
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 CapitalTrue
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.
About Bregal SagemountBregal
Sagemount is a growth-focused private capital firm with $3.5
billion of committed capital. The firm provides flexible capital
and strategic assistance to market-leading companies in high-growth
sectors across a wide variety of transaction situations. Bregal
Sagemount invests $40 million to $200 million per transaction into
targeted sectors including software, digital infrastructure,
healthcare IT / services, business and consumer services, and
financial technology / specialty finance. For more information,
please visit www.sagemount.com.
Forward-Looking StatementsThis
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 Proxy 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.
Contact:ICR for Open
LendingInvestorsopenlending@icrinc.com
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