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Blank check firm taking Open Lending public in $1.3B deal

Nebula Acquisition Corp., a True Wind Capital LP-sponsored special purpose acquisition company, agreed to acquire Open Lending LLC, an automotive lending data and analytics platform.

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 about $1.3 billion.

Under the terms of the transaction, which is expected to close in the second quarter, the consideration payable to Open Lending stockholders will consist of cash and common shares of the new company. The cash component is expected to be funded by Nebula's cash in trust, up to $225 million of privately rated institutional debt financing, and a $200 million private placement raised at $10.00 per share.

Upon closing, the new company plans to change its name to Open Lending Corp. and trade on The Nasdaq Stock Market under a new ticker symbol.

Open Lending's management team, led by co-founder, president and CEO John Flynn, and co-founder, CFO and COO Ross Jessup, will continue to lead the new entity. Open Lending's management team is expected to roll 70% of their existing equity interests in the business. Open Lending's existing minority investor, growth equity firm Bregal Sagemount, will continue as a public stockholder. To facilitate the transaction and maximize future public market performance, Nebula's sponsor and management team have agreed to forfeit all of their founder warrants, and Nebula intends to launch a solicitation to retire all outstanding public warrants.

The transaction has been unanimously approved by the boards of both Open Lending and Nebula.

Financial Technology Partners and FTP Securities served as strategic and financial adviser to Open Lending, while Goodwin Procter LLP was the company's legal counsel. Deutsche Bank Securities and Goldman Sachs & Co. LLC are acting as capital markets advisers, financial advisers and private placement agents to Nebula, and Greenberg Traurig LLP is acting as its legal counsel. On the concurrent debt financing, UBS Investment Bank is acting as sole arranger.