Open Lending and Nebula Acquisition Corporation Announce Intent to Close Business Combination
SAN FRANCISCO and AUSTIN, Texas, June 08, 2020 (GLOBE NEWSWIRE) -- 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 expect all conditions to the closing of the previously announced business combination between Open Lending and Nebula to be satisfied or waived after the special meeting of Nebula’s stockholders to be held on June 9, 2020.
Open Lending and Nebula have agreed to increase the price that will be paid to redeem Nebula’s public warrants from $1.50 to $1.80 per whole warrant, if the holders of at least a majority of Nebula’s public warrants vote to approve the amendment to Nebula’s warrants at the special meeting of Nebula’s warrantholders to be held on June 9, 2020.
In addition, the parties have waived the condition to closing the business combination that requires the holders of at least a majority of Nebula’s public warrants approve an amendment to Nebula’s warrants such that all of Nebula’s warrants will be redeemed upon the closing of the business combination. Therefore, regardless of the results of the special meeting of Nebula’s warrantholders, the parties expect to close the business combination on June 10, 2020 or shortly thereafter.
In connection with the proposed business combination, Nebula filed a definitive proxy statement/prospectus (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) on May 22, 2020, and the Proxy Statement and proxy card were mailed shortly thereafter to Nebula stockholders and warrantholders of record as of the close of business on May 13, 2020. If any Nebula stockholder or warrantholder does not receive the Proxy Statement, such stockholder should confirm the proxy’s status with their broker, or contact Morrow Sodali LLC (“Morrow”), Nebula’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
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. For more information, please visit www.TrueWindCapital.com/Nebula.
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 business combination are provided in the Proxy Statement that Nebula filed with the SEC on May 22, 2020, which also constitutes a prospectus of Nebula Parent Corp. (the “Company”). Nebula urges investors, stockholders, warrantholders and other interested persons to read the Proxy Statement as well as other documents filed with the SEC because these documents contain important information about Nebula, Open Lending, the Company and the business combination. The Proxy Statement was mailed to stockholders and warrantholders of Nebula as of May 13, 2020. Nebula’s stockholders and warrantholders are also able to obtain a copy of the Proxy Statement, without charge, by directing a request to: Nebula Acquisition Corporation, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. The Proxy Statement 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 business combination 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 business combination is set forth in the Proxy Statement and other materials that may be filed with the SEC regarding the business combination. These documents can be obtained free of charge from the sources indicated above.
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 business combination 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.
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 business combination; the risk that the approval of the stockholders of Nebula or Open Lending for the potential business combination is not obtained; failure to realize the anticipated benefits of the potential business combination, including as a result of a delay in consummating the potential business combination 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.
ICR for Open Lending