Open Lending’s $1.3 Billion Business Combination Agreement with Nebula Acquisition Corporation

Financial Technology Partners and FTP Securities 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 as legal counsel to Nebula in connection with the transaction. On the concurrent debt financing, UBS Investment Bank acted as sole arranger.

Open Lending, LLC, a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NASDAQ: NEBU), a special purpose acquisition company sponsored by True Wind Capital, L.P., announced that they have entered into a definitive business combination agreement. Under the terms of the agreement, Nebula will acquire Open Lending through a new Delaware holding company,which will become a publicly-listed entity with an implied estimated enterprise value at closing of approximately $1.3 billion.

The consideration payable to the stockholders of Open Lending will consist of a combination of cash and shares of common stock of the Company. In addition to the $275 million of cash held in Nebula’s trust account (assuming no redemptions), additional investors have committed to participate in the transaction through a $200 million private placement of common stock at $10.00 per share anchored by True Wind and several noteworthy and leading fundamental investors.

Upon the close of the transaction, the Company intends to change its name to Open Lending Corporation and is expected to trade on The Nasdaq Stock Market under a new ticker symbol. 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.

The Goodwin team was led by Jared Spitalnick (Picture), Jocelyn Arel, Dan Espinoza, Katherine Baudistel, Anitha Anne and Amar J. Patel (Corporate); and included Bill Weiss and Todd Pollock (Tax); Jesse Nevarez and Joshua Dell (Capital Markets); Jennifer Bralower, Chris Steinroeder, Jaime Bedard and Weichi Liu (Debt); Joel Lehrer and Steven Argentieri (IP); Jim Mattus and James Devendorf (Benefits); Paul Jin, Kara Kuritz and Brian Desmarais (Antitrust); Eric Roth (Labor); and Jackie Klosek (Privacy), with invaluable assistance from Joshua Soszynski, Leslie Jaw and Laura Zhang.

Involved fees earner: Jocelyn Arel – Goodwin Procter; Steven Argentieri – Goodwin Procter; Katherine Baudistel – Goodwin Procter; Jennifer Bralower – Goodwin Procter; Josh Dell – Goodwin Procter; Brian Desmarais – Goodwin Procter; James Devendorf – Goodwin Procter; Daniel Espinoza – Goodwin Procter; Leslie Jaw – Goodwin Procter; Paul Jin – Goodwin Procter; Jacqueline Klosek – Goodwin Procter; Kara Kuritz – Goodwin Procter; Joel Lehrer – Goodwin Procter; Weichi Liu – Goodwin Procter; James Mattus – Goodwin Procter; Jesse Nevarez – Goodwin Procter; Amar Patel – Goodwin Procter; Todd Pollock – Goodwin Procter; Eric Roth – Goodwin Procter; Joshua Soszynski – Goodwin Procter; Jared Spitalnick – Goodwin Procter; Chris Steinroeder – Goodwin Procter; William Weiss – Goodwin Procter; Laura Zhang – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: Open Lending LLC;

Author: Ambrogio Visconti