UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

OPEN LENDING CORPORATION
(Name of Subject Company)

 

LAKERS ACQUISITION SUB, INC.
(Name of Filing Person (Offeror))

 

ANV GROUP HOLDINGS LTD.
(Name of Filing Person (Parent of Offeror))

 

N/A
(Name of Filing Persons (Other))

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

68373J104
(CUSIP Number of Class of Securities)

 

Jorden Zanazzi
Executive Vice President, Chief Legal Officer
59 Maiden Lane
New York, NY 10038
(646) 458-3307
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

 

Copies to:
Adam M. Givertz
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000

 

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

	x	third-party tender offer subject to Rule 14d-1.
	¨	issuer tender offer subject to Rule 13e-4.
	¨	going-private transaction subject to Rule 13e-3.
	¨	amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

	¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by ANV Group Holdings Ltd., a private limited company incorporated under the laws of England and Wales (“ANV”), and Lakers Acquisition Sub, Inc., a Delaware corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of ANV. This Schedule TO relates to the offer by the Purchaser to purchase any and all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Open Lending Corporation, a Delaware corporation (“Open Lending”), at $3.15 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 29, 2026 (the “Offer to Purchase”), and in the accompanying Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, together with any amendments or supplements thereto, collectively constitute the “Offer”.

 

Item 1. Summary Term Sheet.

 

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.

 

Item 2. Subject Company Information.

 

(a)	The name, address, and telephone number of the subject company’s principal executive offices are as follows:

 

Open Lending Corporation
1501 S. MoPac Expressway, Suite 450
Austin, Texas 78746
(512) 892-0400

 

(b)

This Schedule TO relates to the Offer by the Purchaser to purchase all of the issued and outstanding Shares. Based on a representation provided by Open Lending, as of the close of business on June 26, 2026, there were 118,322,488 Shares issued and outstanding, 3,544,555 options to purchase Shares, 3,999,711 restricted stock units and 863,594 performance stock units outstanding.

 

(c)           The information set forth under the caption THE OFFER - Section 6 (“Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.

 

Item 3. Identity and Background of Filing Person.

 

(a)-(c)

The filing companies of this Schedule TO are (i) ANV and (ii) the Purchaser. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

SUMMARY TERM SHEET

 

THE OFFER - Section 9 (“Certain Information Concerning the Purchaser and ANV”) and Schedule I attached thereto.

 

Item 4. Terms of the Transaction.

 

(a)(1)(i)-(viii), (xii), (a)(2)(i)-(iv), (vii) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

SUMMARY TERM SHEET

 

INTRODUCTION

 

THE OFFER - Section 1 (“Terms of the Offer”)

 

THE OFFER - Section 2 (“Acceptance for Payment and Payment for Shares”)

 

THE OFFER - Section 3 (“Procedure for Tendering Shares”)

 

THE OFFER - Section 4 (“Withdrawal Rights”)

 

THE OFFER - Section 5 (“Certain U.S. Federal Income Tax Considerations”)

 

THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)

 

THE OFFER - Section 13 (“Purpose of the Offer and the Merger; Plans for Open Lending; Statutory Requirements; Approval of the Merger”)

 

THE OFFER - Section 15 (“Conditions of the Offer”)

 

THE OFFER - Section 16 (“Certain Legal Matters; Regulatory Approvals; Appraisal Rights”)

 

THE OFFER - Section 19 (“Miscellaneous”)

 

Subsections (a)(1)(ix)-(xi) and (a)(2)(v)-(vi) are not applicable.

 

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

 

(a), (b)     The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

SUMMARY TERM SHEET

 

INTRODUCTION

 

THE OFFER - Section 8 (“Certain Information Concerning Open Lending”)

 

 

THE OFFER - Section 9 (“Certain Information Concerning the Purchaser and ANV”) and Schedule I attached thereto

 

THE OFFER - Section 11 (“Background of the Offer”)

 

THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)

 

THE OFFER - Section 13 (“Purpose of the Offer and the Merger; Plans for Open Lending; Statutory Requirements; Approval of the Merger”)

 

Item 6. Purposes of the Transaction and Plans or Proposals.

 

(a)	The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

SUMMARY TERM SHEET

 

INTRODUCTION

 

THE OFFER - Section 13 (“Purpose of the Offer and the Merger; Plans for Open Lending; Statutory Requirements; Approval of the Merger”)

 

(c) (1)-(7) The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

SUMMARY TERM SHEET

 

INTRODUCTION

 

THE OFFER - Section 7 (“Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations”)

 

THE OFFER - Section 11 (“Background of the Offer”)

 

THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)

 

THE OFFER - Section 13 (“Purpose of the Offer and the Merger; Plans for Open Lending; Statutory Requirements; Approval of the Merger”)

 

THE OFFER - Section 14 (“Dividends and Distributions”)

 

Item 7. Source and Amount of Funds or Other Consideration.

 

(a), (b), (d)  The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

SUMMARY TERM SHEET

 

THE OFFER - Section 10 (“Source and Amount of Funds”)

 

THE OFFER - Section 18 (“Fees and Expenses”)

 

Item 8. Interest in Securities of the Subject Company.

 

(a), (b)     The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

THE OFFER - Section 9 (“Certain Information Concerning the Purchaser and ANV”) and Schedule I attached thereto

 

THE OFFER - Section 11 (“Background of the Offer”)

 

THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)

 

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

 

(a)	The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

SUMMARY TERM SHEET

 

THE OFFER - Section 2 (“Acceptance for Payment and Payment for Shares”)

 

THE OFFER - Section 3 (“Procedure for Tendering Shares”)

 

THE OFFER - Section 11 (“Background of the Offer”)

 

THE OFFER - Section 18 (“Fees and Expenses”)

 

Item 10. Financial Statements.

 

(a)

Not applicable.

 

 

(b)

Not applicable.

 

Item 11. Additional Information.

 

(a)

The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

 

SUMMARY TERM SHEET

 

THE OFFER - Section 7 (“Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations”)

 

THE OFFER - Section 11 (“Background of the Offer”)

 

THE OFFER - Section 12 (“The Merger Agreement; Other Agreements”)

 

THE OFFER - Section 13 (“Purpose of the Offer and the Merger; Plans for Open Lending; Statutory Requirements; Approval of the Merger”)

 

THE OFFER - Section 15 (“Conditions of the Offer”)

 

THE OFFER - Section 16 (“Certain Legal Matters; Regulatory Approvals; Appraisal Rights”)

 

THE OFFER - Section 17 (“Legal Proceedings”)

 

(c)

The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

 

Item 12. Exhibits.

 

Exhibit		Description
(a)(1)(A)*		Offer to Purchase, dated June 29, 2026.
(a)(1)(B)*		Form of Letter of Transmittal.
(a)(1)(C)*		Form of Notice of Guaranteed Delivery.
(a)(1)(D)*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*		Form of summary advertisement, dated June 29, 2026.
(a)(5)(A)		Press Release, dated June 16, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Open Lending Corporation, filed with the SEC on June 16, 2026 (File No. 001-39326)).
(a)(5)(B)		Posting by ANV, via LinkedIn (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by ANV with the SEC on June 17, 2026 (File No. 005-91538)).
(b)(1)* †		Debt Commitment Letter, dated June 15, 2026, from Blackstone Holdings Finance Co. L.L.C. and Blackstone Alternative Credit Advisors LP to Beacon DC Limited.
(d)(1) †		Agreement and Plan of Merger, dated as of June 15, 2026 by and among ANV, Purchaser and Open Lending (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Open Lending Corporation, filed with the SEC on June 16, 2026 (File No. 001-39326)).
(d)(2)		Form of Tender and Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Open Lending Corporation, filed with the SEC on June 16, 2026 (File No. 001-39326)).
(d)(3)* †		Equity Commitment Letter, dated June 15, 2026, from AmTrust Financial Services, Inc. to ANV.
(d)(4)* †		Equity Commitment Letter, dated June 15, 2026, from Blackstone Holdings Finance Co. L.L.C. and Blackstone Alternative Credit Advisors LP to ANV.
(d)(5)* †		Nondisclosure Agreement, dated December 21, 2025, by and between ANV Global Services, Inc. and Open Lending.
(g)		Not applicable.
(h)		Not applicable.
107*		Filing Fee Exhibit.

 

*          Filed herewith.

 

†          Certain annexes and schedules have been omitted pursuant to Instruction 1 to Item 1016 of Regulation M-A. ANV hereby undertakes to furnish supplemental copies of any of the omitted annexes and schedules upon request by the SEC.

 

Item 13. Information Required by Schedule 13E-3.

 

Not applicable.

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 29, 2026

 

	ANV GROUP HOLDINGS LTD.
	By:	/s/ Adam Karkowsky
		Name: Adam Karkowsky
		Title:   Chairman and Chief Executive Officer
	LAKERS ACQUISITION SUB, INC.
	By:	/s/ Adam Karkowsky
		Name: Adam Karkowsky
		Title:   President

 

 

 

Exhibit (a)(1)(F)

 

This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made solely by the Offer to Purchase, dated June 29, 2026 and the accompanying Letter of Transmittal and any amendments or supplements thereto and is being made to all holders of Shares (as defined below). ANV (as defined below) or the Purchaser (as defined below) is not aware of any jurisdiction where the making of the offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If ANV or the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, ANV will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, we cannot cause the Offer to comply with the state statute, we will not make the Offer to the holders of Shares in that state. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

 

Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock

 

of

 

Open Lending Corporation

 

at

 

$3.15 Per Share

 

by

 

Lakers Acquisition Sub, Inc.

 

an indirect wholly-owned subsidiary of

 

ANV Group Holdings Ltd.

 

Lakers Acquisition Sub, Inc., a Delaware corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of ANV Group Holdings Ltd., a private limited company incorporated under the laws of England and Wales (“ANV”), is offering to purchase any and all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Open Lending Corporation, a Delaware corporation (“Open Lending”), at a price of $3.15 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 29, 2026 (the “Offer to Purchase”), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements thereto, collectively constitute the “Offer.”

 

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE PAST 11:59 P.M., NEW YORK CITY TIME, ON JULY 27, 2026, UNLESS THE OFFER IS EXTENDED.

 

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 15, 2026 (together with any amendments or supplements thereto, the “Merger Agreement”), by and among ANV, Purchaser and Open Lending, pursuant to which, following consummation of the Offer and subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Purchaser will be merged with and into Open Lending (the “Merger”), with Open Lending surviving the Merger as an indirect wholly-owned subsidiary of ANV, without a vote of the stockholders of Open Lending, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). At the effective time of the Merger, each Share issued and outstanding that is not tendered and accepted pursuant to the Offer (other than (i) Shares owned by Open Lending or any direct or indirect wholly-owned subsidiary of Open Lending, (ii) Shares owned by ANV, Purchaser or any direct or indirect wholly-owned subsidiary of ANV or Purchaser or (iii) Shares that are held by stockholders who are entitled to demand and have properly exercised and perfected their respective demands for appraisal for such Shares in accordance with Section 262 of the DGCL) will thereupon be canceled and automatically converted into the right to receive cash in an amount equal to the offer consideration, without interest, from Purchaser, less any applicable tax withholding.

 

The Offer is subject to the conditions set forth in the section of the Offer titled “The Offer—Section 15—Conditions of the Offer.” These include, among other things, (i) there being validly tendered and not validly withdrawn that number of Shares that, when added to the Shares then owned by ANV and its subsidiaries, would represent a majority of the total number of outstanding Shares as of the time of the expiration of the Offer (excluding any Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been “received” (as such term is defined in Section 251(h)(6)f. of the DGCL)) (the “Minimum Tender Condition”); (ii) (a) any waiting period (including any extension thereof and any timing agreement entered into with a governmental entity to delay or not to consummate the Offer and the Merger) applicable to the consummation of the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), shall have expired or been earlier terminated; and (b) any notices, reports and other filings required to be made prior to the effective time of the Merger by Open Lending or ANV or any of their respective subsidiaries with, or any consents, registrations, approvals, permits and authorizations required to be obtained prior to the effective time of the Merger by Open Lending or ANV or any of their respective subsidiaries from, any governmental entity set forth on Open Lending’s disclosure letter in connection with the execution and delivery of the Merger Agreement shall have been made or obtained; (iii) since the date of the Merger Agreement, there shall not have occurred any event, development, occurrence, state of facts or change that has had, individually or in the aggregate, a material adverse effect that is continuing; and (iv) there shall be no order in effect that restrains, enjoins or otherwise prohibits consummation of the Offer or the Merger. Consummation of the Offer is not conditioned upon any financing arrangements or subject to any financing condition.

 

The term “Expiration Time” means one minute past 11:59 P.M., New York City time, on July 27, 2026, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, in which case the term “Expiration Time” means such subsequent time on such subsequent date. A subsequent offering period for the Offer is not contemplated.

 

 

Pursuant to the terms of the Merger Agreement, if, on the then-effective Expiration Time, any of the conditions to the Offer set forth in “The Offer—Section 15—Conditions of the Offer” of the Offer have not been satisfied or waived, we have agreed to extend the Offer for successive periods of not more than five business days (the length of such period to be determined by us in our sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the conditions of the Offer. In addition, we have agreed to extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer documents; provided, however, if the sole Offer Condition that has not been satisfied is the Minimum Tender Condition, Purchaser shall not be required to extend the Offer for more than three successive five-business-day periods. In no event are we required to extend the Offer beyond October 15, 2026; provided that such date will be automatically extended for two months if, as of such date, all Offer Conditions (other than the condition relating to the expiration or termination of the applicable waiting period under the HSR Act and any legal restraint relating to the HSR Act, and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived (such date, as it may be so extended, the “Outside Date”). Purchaser is not required to extend the Offer beyond the Outside Date and is not permitted to extend the Offer beyond the Outside Date without Open Lending’s written consent.

 

If we make any material change in the terms of or information concerning the Offer or waive a material condition of the Offer, we will extend the Offer, if required by applicable law, for a period sufficient to allow you to consider the amended terms of the Offer. In a published release, the SEC has stated that in its view an offer must remain open for a minimum period of time following a material change in the terms of such offer and that the waiver of a condition such as the Minimum Tender Condition is a material change in the terms of an offer. The SEC release states that an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and that if material changes are made with respect to information that approaches the significance of price and number of shares tendered for, a minimum of ten business days may be required to allow adequate dissemination and investor response.

 

Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. In the case of an extension of the Offer, we will make a public announcement of such extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time.

 

For purposes of the Offer, the Purchaser shall be deemed to have accepted for payment tendered Shares when, as and if the Purchaser gives oral or written notice of its acceptance to the Depositary. Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase of (i) certificates representing the Shares tendered or timely confirmation of the book-entry transfer of such Shares into the account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in the Offer to Purchase), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time depending upon when certificates for or confirmations of book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility are actually received by the Depositary.

 

The board of directors of Open Lending (the “Open Lending Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger) are fair to and in the best interests of Open Lending and its stockholders, (ii) adopted and approved the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger), and declared them to be in the best interest of Open Lending and its stockholders, (iii) resolved that, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the DGCL, the Merger shall be governed by, and effected pursuant to, Section 251(h) of the DGCL and (iv) resolved to recommend that the stockholders of Open Lending accept the Offer and tender their Shares to Purchaser pursuant to the Offer, on the terms and subject to the conditions set forth in the Merger Agreement.

 

Descriptions of the Open Lending Board’s reasons for authorizing and approving the Merger Agreement and the consummation of the transactions contemplated thereby are set forth in Open Lending’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), which is being mailed to Open Lending stockholders with the Offer materials (including the Offer to Purchase and the related Letter of Transmittal). Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the Offer” and “Reasons for the Recommendation.”

 

 

Tenders of Shares made pursuant to the Offer may be withdrawn at any time before the Expiration Time and, if such Shares have not yet been accepted for payment as provided in the Offer to Purchase, at any time after August 28, 2026, which is 60 days from the date of the commencement of the Offer. If the Purchaser extends the Offer, delays acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer to Purchase, the Depositary may, on Purchaser’s behalf, retain all Shares tendered and such Shares may not be withdrawn except as provided in Section 4 of the Offer to Purchase. To withdraw tendered Shares, a written notice of withdrawal with respect to the Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the certificates evidencing Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

 

The receipt of cash by U.S. Holders in exchange for Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. Holders are urged to consult their tax advisors to determine the tax consequences of participating in the Offer in light of their particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

 

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and the accompanying Letter of Transmittal and is incorporated herein by reference.

 

This transaction has not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of this transaction or upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense.

 

The Offer to Purchase and the accompanying Letter of Transmittal contain important information, and stockholders should carefully read both in their entirety before making a decision with respect to the Offer.

 

Questions or requests for assistance may be directed to the Information Agent at the telephone numbers or address set forth below. Requests for copies of the Offer to Purchase, the accompanying Letter of Transmittal, the Notice of Guaranteed Delivery and all other related materials may be directed to the Information Agent or brokers, dealers, commercial banks and trust companies, and copies will be furnished promptly at the Purchaser’s expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

 

 

The Information Agent for the Offer is:

 

 

 

Innisfree M&A Incorporated

 

500 Fifth Avenue, 21^st Floor
New York, NY 10110

 

Stockholders may call toll free: (877) 456-3507
Banks and Brokers may call collect: (212) 750-5833

 

June 29, 2026

 

 

Exhibit (b)(1)

 

Execution Version

 

BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP

BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
345 Park Avenue
New York, NY 10154

 

June 15, 2026

 

Beacon DC Limited

 

Attention:	Adam Karkowsky
Address:	59 Maiden Lane Fl 43
	New York, NY 10038
Telephone:	[Redacted]
Email:	[Redacted]
Attention:	Joseph Brecher
Address:	59 Maiden Lane Fl 43
	New York, NY 10038
Telephone:	[Redacted]
Email:	[Redacted]
Attention:	Jorden Zanazzi
Address:	59 Maiden Lane Fl 43
	New York, NY 10038
Telephone:	[Redacted]
Email:	[Redacted]

 

Project Beacon
Incremental Term Loan Facility
Commitment Letter

 

Ladies and Gentlemen:

 

Reference is hereby made to that certain Credit Agreement, dated as of December 4, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Beacon DC Limited, a private limited company incorporated and registered in England and Wales with registered number 16708914 (the “Borrower” or “you”), ANV Group Holdings Ltd., a private limited company incorporated and registered in England and Wales with registered number 16708655 (“Holdings”), the lenders from time to time party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent (the “Administrative Agent”).

 

You have advised Blackstone Alternative Credit Advisors LP (on behalf of funds, accounts and clients managed, advised or sub-advised by it or its affiliates “Blackstone Credit”) and Blackstone Holdings Finance Co. L.L.C. (“Blackstone Finance” and, together with Blackstone Credit, “Blackstone” and the “Commitment Parties”, “us” or “we”) that you intend to consummate the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Exhibits attached hereto (such Exhibits, together with this letter, collectively, the “Commitment Letter”).

 

 

You have further advised us that, in connection therewith, it is intended that the financing for the Transactions will consist of a senior secured Incremental Term Loan Facility (the “Incremental Term Loan Facility” and such loans made thereunder, the “Incremental Term Loans”), which will be funded on the Closing Date (as defined below), in the quantum and currency and on the terms and subject only to the conditions described herein and in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Amendment and Incremental Term Sheet”).

 

1.             Commitments

 

In connection with the Transactions, and subject solely to the Exclusive Funding Conditions (as defined below) each of the Commitment Parties (in such capacity, each an “Initial Incremental Lender” and collectively, the “Initial Incremental Lenders”) is pleased to advise you of its several, but not joint and several, commitment to provide the percentage of the entire aggregate principal amount of the Incremental Term Loan Facility set forth opposite their name on Schedule 1 hereto (as such schedule may be amended or supplemented in accordance with the terms of this Commitment Letter) upon the terms expressly set forth in this Commitment Letter.

 

2.             [Reserved]

 

3.             [Reserved]

 

4.             Information

 

You hereby represent and warrant that, and with respect to the Borrower, or its respective operations and assets, that, (a) all written factual information (other than projections, budgets, estimates, forward looking statements and information of a general economic or industry-specific nature or any reports prepared by third parties) concerning the Transactions, you or Holdings or your or its subsidiaries and with respect to such information relating to the Target and its subsidiaries, to your knowledge (the “Information”), that has been or will be made available to us by you or your representatives in connection with the transactions contemplated hereby, when taken as a whole and as supplemented or updated, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto), and (b) the projections (the “Projections”) that have been or will be made available to us by you or your representatives on your behalf in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized by the Commitment Parties that (i) such Projections are as to future events and are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which are beyond your control and (ii) no assurance can be given that any particular financial projections will be realized, and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material).

 

You agree that if, at any time prior to the Closing Date, you become aware that any of the representations and warranties in the preceding sentence are incorrect in any material respect if the Information or Projections were being furnished and such representations and warranties were being made at such time, then you will (or prior to the Closing Date with respect to Information and Projections relating to the Target and its subsidiaries, subject to any applicable limitations on your rights as set forth in the Acquisition Agreement, use commercially reasonable efforts to) promptly supplement the Information and the Projections so that such representations are correct, in all material respects, under those circumstances.

 

 

The accuracy of the foregoing representations and warranties, whether or not cured, shall not be a condition to the obligations of the Commitment Parties hereunder unless the inaccuracy results in an express condition hereunder otherwise not having been satisfied. You understand that in providing and arranging the Incremental Term Loan Facility we may use and rely on the Information and the Projections without independent verification thereof, and we do not assume responsibility for the accuracy or completeness of the Information or the Projections.

 

5.             Fees

 

As consideration for the commitments and agreements of the Commitment Parties hereunder and the initial funding and availability, as applicable, of all of the Incremental Term Loan Facility on the Closing Date, you agree to pay or cause to be paid the nonrefundable compensation described the fee letter dated as of the date hereof (the “Incremental Facility Fee Letter”), in each case on the terms and subject to the conditions expressly set forth therein. Notwithstanding anything to the contrary herein or otherwise, if the Closing Date does not occur, no fees, costs or expenses (other than amounts payable pursuant to clause (a) in the first paragraph of Section 7 below), will be payable or reimbursable by you pursuant to this Commitment Letter, the Incremental Facility Fee Letter or any other agreement entered into between you and the Commitment Parties and/or any of their respective affiliates with respect to the Incremental Term Loan Facility (other than the fees described in the Incremental Facility Fee Letter, solely to the extent any such fee would be required to be paid pursuant to the terms of the Incremental Facility Fee Letter).

 

6.             Conditions

 

Each Initial Incremental Lender’s obligation to make the Incremental Term Loans (as applicable) to the Borrower thereunder on the Closing Date are subject solely to the satisfaction by the Borrower (or waiver by the applicable Initial Incremental Lenders) of the conditions set forth in this Section 6 and in the Summary of Conditions attached hereto as Exhibit C (collectively, the “Exclusive Funding Conditions”). For the purposes of this Commitment Letter and the Incremental Facility Fee Letter, “Closing Date” shall mean the date of the execution of the Amendment and the funding of the Incremental Term Loan. There shall be no conditions to the provision of commitments or the funding of the Loans under the amendment to the Credit Agreement (the “Amendment”) other than those expressly referred to in this Section 6.

 

7.             Indemnification and Expenses

 

You agree (a) to indemnify and hold harmless the Commitment Parties, the Administrative Agent, their respective affiliates, their respective funds and/or accounts under management by or advised by any of them, and controlling persons and the respective directors, officers, employees, members, partners, trustees, advisors, agents and other representatives of each of the foregoing and their respective successors (each, an “indemnified person”) in accordance with the indemnity obligations of the Borrower set forth in Section 9.03 of the Credit Agreement as if each such indemnified person were a “Lender” thereunder or an affiliate thereto, which shall extend to this Commitment Letter, the Incremental Facility Fee Letter, the transactions contemplated hereby and under the Amendment, the Incremental Term Loan Facility, the Loan Documents, the use or intended use of the proceeds of the Incremental Term Loan Facility and the preparation, negotiation, execution and delivery of the Amendment, the Incremental Facility Fee Letter and the other Loan Documents and (b) only if Closing Date occurs, to reimburse the Commitment Parties and the Initial Incremental Lenders from time to time, upon presentation of a reasonably detailed summary statement, for all reasonable documented out-of-pocket expenses (including but not limited to expenses of our due diligence investigation, fees of consultants hired with your prior written consent (such consent not to be unreasonably withheld or delayed), travel expenses and fees, disbursements and other charges of Latham & Watkins LLP, as counsel to the Administrative Agent and the Commitment Parties, and of a single firm of local counsel to the Commitment Parties in each Covered Jurisdiction and any other appropriate jurisdiction retained with your prior written consent (such consent not to be unreasonably withheld or delayed) (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel with your prior written consent (not to be unreasonably withheld or delayed), of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)), in each case, incurred in connection with the Incremental Term Loan Facility and the preparation, negotiation and enforcement of this Commitment Letter, the Incremental Facility Fee Letter, the Amendment, the other Loan Documents and any ancillary documents or security arrangement in connection therewith; provided, that the foregoing indemnity will not, as to any indemnified person, apply to any losses, claims, damages, liabilities or related expenses to the extent any such losses, claims, damages, liabilities or expenses to the extent they arise from (i) the willful misconduct, bad faith or gross negligence of such indemnified person (or any such indemnified person’s controlled affiliates or controlling persons or the respective directors, officers, employees, partners, advisors, trustees, agents or other representatives of each of the foregoing) as determined in a final, non-appealable judgment of a court of competent jurisdiction, (ii) the material breach of this Commitment Letter or the Incremental Facility Fee Letter by any indemnified person (or any such indemnified person’s controlled affiliates or controlling persons or the respective directors, officers, employees, partners, advisors, trustees, agents or other representatives of each of the foregoing) as determined in a final, non-appealable judgment of a court of competent jurisdiction or (iii) any disputes solely among indemnified persons and not arising out of any act or omission of the Sponsor or any of its controlled affiliates and associated funds, the Borrower or any of its affiliates. All payments under this Commitment Letter shall be made free and clear of any set-off, claims or withholding or other applicable taxes and shall be made in U.S. Dollars in New York.

 

 

8.             Sharing of Information, Absence of Fiduciary Relationship, Affiliate Activities

 

You acknowledge that each Commitment Party (and its affiliates or controlled funds) may provide debt financing, equity capital, investment banking, financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling to other companies in respect of which you may have conflicting interests. In addition, consistent with the Commitment Parties’ policy to hold in confidence the affairs of its customers, neither the Commitment Parties (nor any of its affiliates) will furnish confidential information (i) obtained from Holdings, you, the Sponsor, any other Investor or your or their respective affiliates or controlled funds and representatives or (ii) otherwise obtained by virtue of the Transactions contemplated hereby to any of their other clients (or to clients of their affiliates) or in connection with the performance by such Commitment Party and its affiliates of services for its other clients (or for clients of their affiliates or controlled funds). You also acknowledge that each Commitment Party and its affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons.

 

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether we or our affiliates have advised or are advising you on other matters, (b) we, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of us and (c) you will not claim that the Commitment Parties (in their capacity as such), the Initial Incremental Lenders (in their capacity as such) or any of their respective applicable affiliates, as the case may be, owe a fiduciary or similar duty to you or your affiliates, in connection with the transactions contemplated by this Commitment Letter or the process leading thereto. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby (including, without limitation, with respect to any consents needed in connection therewith), and we shall have no responsibility or liability to you with respect thereto.

 

You further acknowledge and agree that (a) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (b) you have been advised that each Commitment Party and its affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that the Commitment Parties have no obligation to disclose such interests and transactions to you or your affiliates, (c) we are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction (including, without limitation, with respect to any consents needed in connection with the transactions contemplated hereby) and you have consulted your own legal, accounting, regulatory, investment and tax advisors to the extent you have deemed appropriate and you are not relying on the Commitment Parties for such advice and (d) none of the Commitment Parties or its affiliates has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in the Incremental Facility Fee Letter or in any other express writing executed and delivered by any the Commitment Parties and the Borrower and/or Holdings. Any review by us of the Borrower, Holdings, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for our benefit and shall not be on behalf of you or any of your affiliates.

 

You further acknowledge and agree that you are responsible for making your own independent judgment with respect to the transactions contemplated by this Commitment Letter and the process leading thereto.

 

 

9.             Confidentiality

 

This Commitment Letter and the Incremental Facility Fee Letter, in each case, is delivered to you on the understanding that neither this Commitment Letter nor the Incremental Facility Fee Letter nor any of their exhibits, attachments or terms shall be disclosed, directly or indirectly by you, to any other person except (a) to the extent the Commitment Parties consent to such proposed disclosure (such consent not to be unreasonably withheld, conditioned or delayed), (b) to the Sponsor and any Investor or other co-investor or potential Investor or co-investor, and your and their respective officers, directors, employees, affiliates, members, partners, stockholders, attorneys, professionals, accountants, auditors, agents, advisors and other experts on a confidential and need-to-know basis (provided that, any disclosure of the Incremental Facility Fee Letter or its respective terms or substance under this clause (b) shall be redacted in respect of the fee amounts, percentages and basis points of compensation set forth therein unless the Commitment Parties otherwise consent), in any legal, judicial or administrative proceeding or other compulsory process or as otherwise required by applicable law, rule or regulation or as requested by any court, any governmental authority or any administrative agency (in which case you agree, (i) to the extent practicable and permitted by law, rule or regulation, to inform us promptly thereof and (ii) to use commercially reasonable efforts to ensure that such confidential information is afforded confidential treatment), (d) in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter, the Incremental Facility Fee Letter or the Amendment or any action or proceeding related to this Commitment Letter, the Incremental Facility Fee Letter or the Amendment, (e) the aggregate economics of the Incremental Facility Fee Letter may be disclosed solely as part of projections, pro forma information, generic disclosure of aggregate sources and uses, any proxy or other public filing and customary accounting purposes, (f) pursuant to any public or regulatory filing related to the transactions contemplated hereby to the extent reasonably necessary to be so disclosed therein (as determined by you) or in connection with any public disclosure requirement and you agree to use commercially reasonable efforts to ensure that such confidential information is afforded confidential treatment and (g) to the extent that such terms become publicly available other than by reason of improper disclosure by you in violation of any confidentiality obligations hereunder. The foregoing restrictions shall cease to apply after the Amendment has been executed and delivered by the parties hereto (other than with respect to any economics referenced in the Incremental Facility Fee Letter) and in any event shall terminate two years following the date hereof.

 

The Commitment Parties shall treat confidentially all information received by them from you, the Sponsor, any other Investor or your or their respective affiliates and representatives in connection with the transactions contemplated hereby and only use such information for the purposes of providing the services contemplated by this Commitment Letter and shall treat confidentiality, together with the terms and substance of this Commitment Letter and the Incremental Facility Fee Letter, all such information in accordance with the confidentiality provisions set forth in Section 9.13 of the Credit Agreement, which shall extend to this Commitment Letter, the Incremental Term Loan Facility and the preparation, execution and delivery of the Amendment; provided that for purposes of such Section 9.13, this Commitment Letter shall constitute a “Loan Document” and each Initial Incremental Lender shall constitute a “Lender” under the Credit Agreement. For the avoidance of doubt, after the Closing Date, we may disclose the existence of the Incremental Term Loan Facility to market data collectors and similar service providers to the lending industry in connection with the administration and management of the Incremental Term Loan Facility.

 

 

10.           Miscellaneous

 

This Commitment Letter and the Incremental Facility Fee Letter shall not be assignable by any party hereto without the prior written consent of the other parties hereto (and any purported assignment without such consent shall be null and void) (except that Blackstone or any Initial Incremental Lender may assign all or a portion of its rights and obligations hereunder and under the Incremental Facility Fee Letter to one or more of funds, accounts or clients managed, advised or sub-advised by it or its affiliates without any consent required from any other person; provided, however, that, such assignment shall not relieve Blackstone or the relevant Initial Incremental Lender (as applicable) of its respective rights and obligations set forth herein or the Incremental Facility Fee Letter (as applicable) unless such assignee has executed and delivered customary joinder documentation with respect to this Commitment Letter and the Incremental Facility Fee Letter (as applicable)), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein, except to the extent that you and we otherwise agree in writing. The Commitment Parties and its affiliated Initial Incremental Lender shall be liable solely in respect of its own commitment to the Incremental Term Loan Facility on a several, and not joint, basis with any other Commitment Party or any other Initial Incremental Lender. Any and all obligations of, and services to be provided by, each Commitment Party hereunder may be performed and any and all rights of any Commitment Party hereunder may be exercised by or through any of its affiliates, branches, controlled funds, accounts or clients managed, advised or sub advised by it or its affiliates; provided that no Commitment Party shall be relieved of any of its obligations hereunder in the event any affiliate, branch, controlled fund, account or clients managed, advised or sub advised by it or its affiliates through which it shall perform its obligations shall fail to perform the same in accordance with the terms hereof and the relevant Commitment Party must retain exclusive control over all rights and obligations with respect to its commitment prior to the Closing Date. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. The words “execute,” “execution,” “signed,” “signature,” and words of like import in this Commitment Letter shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Commitment Letter and the Incremental Facility Fee Letter supersede all prior understandings, whether written or oral, among us with respect to the Incremental Term Loan Facility and set forth the entire understanding of the parties with respect thereto. This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. Each of the parties hereto agrees that (i) this Commitment Letter, if accepted by you as provided below, is a binding and enforceable agreement with respect to the subject matter herein, including an agreement to negotiate in good faith the Amendment, notwithstanding that the funding of the Incremental Term Loan Facility is subject solely to certain conditions, including the execution and delivery of the Amendment as provided in this Commitment Letter and (ii) the Incremental Facility Fee Letter is a binding and enforceable agreement with respect to the subject matter contained therein. Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

 

 

Each of the parties hereto irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan in the City of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court from any thereof, over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Commitment Letter or the Incremental Facility Fee Letter or the performance of services hereunder or thereunder or for recognition or enforcement of any judgment and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state or, to the extent permitted by law, in such federal court; provided, however, that the Commitment Parties shall be entitled to assert jurisdiction over you and your property in any court in which jurisdiction may be held over you or your property, and (b) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You and we agree that service of any process, summons, notice or document by registered mail addressed to any of the parties hereto at the applicable addresses above shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive, to the fullest extent you and we may legally and effectively do so, any objection to the laying of venue of any such suit, action or proceeding brought in any court in accordance with clause (a) of the first sentence of this paragraph and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. YOU AND WE HEREBY IRREVOCABLY WAIVE (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, THIS COMMITMENT LETTER OR THE Incremental Facility FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

 

Each Commitment Party hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow such Commitment Party or such Initial Incremental Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for the Commitment Parties and the Initial Incremental Lenders.

 

The indemnification, reimbursement (solely as provided in clause (a) of the first paragraph in Section 7), compensation (if applicable in accordance with the terms of the Incremental Facility Fee Letter), jurisdiction, waiver of jury trial, service of process, venue, governing law, sharing of information, no agency or fiduciary duty and confidentiality provisions contained herein and in the Incremental Facility Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the commitments hereunder; provided, that your obligations under this Commitment Letter (other than (i) the confidentiality obligations, which shall terminate in accordance with their respective terms, and (ii) your understandings and agreements regarding no agency or fiduciary duty, which shall survive) shall automatically terminate and be superseded by the provisions of the Amendment (which in the case of expense and indemnity provisions with respect to the Commitment Parties are effective from the date of this Commitment Letter) upon the initial funding thereunder and the payment of all amounts owed pursuant to this Commitment Letter and the Incremental Facility Fee Letter on the Closing Date, and you shall automatically be released from all liability in connection therewith at such time. You may terminate the Initial Incremental Lenders’ commitments hereunder at any time subject to the provisions of the preceding sentence.

 

 

Borrower certifies to Blackstone (on behalf of the Lenders (as defined in the Credit Agreement) and the Initial Incremental Lenders) that, on the date of the Acquisition Agreement, (i) no Event of Default has occurred and is continuing and each of the representations and warranties contained in the Loan Documents are true and correct in all material respects (except (a) with respect to representations and warranties expressly made as of an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and (b) that if any such representation or warranty contains any materiality qualifier, such representation or warranty are true and correct in all respects) and (ii) in connection with the incurrence of the Incremental Term Loan Facility in connection with this Limited Condition Acquisition, the Borrower has elected, pursuant to and in accordance with Section 2.22(i)(ii) of the Credit Agreement, to have the relevant ratios and baskets (including, the First Lien Leverage Ratio (as defined in the Credit Agreement)) determined, and any Default or Event of Default blocker tested, as of the date of the Acquisition Agreement, calculated as if the Acquisition and other pro forma events in connection therewith were consummated on such date. The Borrower further certifies to Blackstone (on behalf of the Lenders (as defined in the Credit Agreement) and the Initial Incremental Lenders) that, as of the date of the Acquisition Agreement, (a) the First Lien Leverage Ratio, calculated on a Pro Forma Basis giving effect to such Acquisition and other pro forma events in connection therewith (including the incurrence of the Incremental Term Loan Facility and the application of the proceeds thereof, without “netting” the cash proceeds of the Incremental Term Loan Facility (and determined on the basis of the financial statements for the most recently ended Test Period (as defined in the Credit Agreement))), would not exceed 6.50:1.00 and (b) no Default or Event of Default existed as of such date; provided, that if such ratio or basket is exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations of the Target) on the date of or prior to the consummation of the Acquisition, such ratios and baskets will not be deemed to have been exceeded as a result of such fluctuations.

 

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Incremental Facility Fee Letter by returning to us executed counterparts of this Commitment Letter and of the Incremental Facility Fee Letter not later than 11:59 p.m., New York City time, on June 15 2026 (such date of acceptance, the “Countersign Date”). This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. Upon execution and delivery of this Commitment Letter and the Incremental Facility Fee Letter by you at or prior to such time, we agree to hold our commitments to provide the Incremental Term Loan Facility and our other undertakings in connection therewith available for you until the earliest to occur of (i) 11:59 p.m. New York City Time, on the Outside Date (as defined in the Acquisition Agreement as in effect on the date of this Commitment Letter) (ii) after execution of the Acquisition Agreement and prior to the consummation of the Transactions, the termination of the Acquisition Agreement by you or with your written consent in accordance with its terms, (iii) the consummation of the Acquisition with or without the use of the Incremental Term Loan Facility, and (iv) the due execution and delivery by the Borrower and the Commitment Parties of the Incremental Term Loan Facility Documentation and the funding of the Incremental Term Loan Facility (the earliest of such date, the “Expiration Date”), then this Commitment Letter (including the exhibits hereto) and our commitments hereunder shall automatically terminate without further action or notice and without further obligation to you unless we shall, in our sole discretion, agree to an extension.

 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

We are pleased to have been given the opportunity to assist you in connection with this important financing.

 

	Very truly yours,
	BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP
	By:	[Redacted]
	Name:	[Redacted]
	Title:	Authorized Signatory
	BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
	By:	[Redacted]
	Name:	[Redacted]
	Title:	Managing Director and Treasurer

 

[Project Beacon - Commitment Letter Signature Page]

 

 

BEACON DC LIMITED
By:	[Redacted]
	Name: [Redacted]
	Title:   Director

 

[Project Beacon - Commitment Letter Signature Page]

 

 

SCHEDULE 1

 

Incremental Term Loan Facility Commitments

 

Initial Incremental Lenders		Commitment Amount
BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP		$	232,985,692.04
BLACKSTONE HOLDINGS FINANCE CO. L.L.C.		$	17,014,307.96
Total		$	250,000,000.00

 

 

EXHIBIT A

 

TRANSACTION DESCRIPTION

 

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in (i) the other Exhibits to the Commitment Letter to which this Exhibit A is attached, (ii) the Commitment Letter or (iii) the Credit Agreement, as applicable.

 

The Borrower intends to consummate the Acquisition (as described below). In connection with the foregoing, it is intended that:

 

a)

ANV Group Holdings Ltd., a private limited company incorporated under the laws of England and Wales (“Acquiror”), through Lakers Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), will acquire Open Lending Corporation, a Delaware corporation (the “Target”) by means of a cash tender offer for the issued and outstanding shares of common stock of the Target (“Offer”), followed by a merger of Merger Sub with and into the Target under Section 251(h) of the General Corporation Law of the State of Delaware (the “Merger” and, together with the Offer, the “Acquisition”) with the Target surviving the Merger as an indirect wholly owned subsidiary of Acquiror, pursuant to that certain Agreement and Plan of Merger, dated as of June 15, 2026 (together with all exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified, in each case in accordance with the terms and conditions of this Commitment Letter, collectively, the “Acquisition Agreement”), by and among the Acquiror, Merger Sub and the Target.

 

b)

In connection with the Acquisition, the existing indebtedness of the Target under that certain Credit Agreement, dated as of March 19, 2021, among the Target, Wells Fargo Bank, N.A., as administrative agent, and the financial institutions party thereto as lenders (as amended, supplemented, modified, restated, refinanced or replaced from time to time, the “Existing Target Credit Agreement”) will be repaid in full and all related liens released, in each case substantially concurrently with the consummation of the Acquisition (the “Refinancing”).

 

c)

The Borrower will obtain an Incremental Term Loan Facility in the quantum and currency described in the Commitment Letter, on the terms and subject solely to the conditions described in Section 6 to the Commitment Letter.

 

d)

Holdings will (x) receive proceeds from the sale of equity securities pursuant to the terms of that certain Equity Financing Commitment Letter, as of the date hereof, between Holdings and the financial institutions party thereto (the “Equity Commitment Letter”) in an aggregate amount not less than the amount specified in the Equity Commitment Letter as in effect on the date hereof and (y) contribute such proceeds shall be to the Borrower in the form of cash common equity (the “Equity Financing”).

 

e)

The proceeds of the Incremental Term Loan Facility, the Equity Financing and cash on hand of the Borrower, if applicable, will be applied to (i) the consideration paid for the Acquisition and any other payments required to be made on the Closing Date under the Acquisition Agreement, (ii) the repayment in full of all outstanding obligations under the Existing Target Credit Agreement in accordance with the Acquisition Agreement, and (iii) the fees, premiums, costs and expenses incurred in connection with the Transactions (such fees, premiums, costs and expenses, the “Transaction Costs”) (the amounts set forth in clauses (i) (ii) and (iii) above, collectively, the “Acquisition Costs”).

 

The transactions described above (including payment of the Acquisition Costs) are collectively referred to herein as the “Transactions”.

 

 

EXHIBIT B

 

AMENDMENT AND INCREMENTAL TERM SHEET

Summary of Principal Terms and Conditions

All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter (including all exhibits) to which this term sheet is attached

 

Borrower:	Beacon DC Limited, a private limited company incorporated and registered in England and Wales with registered number 16708914.
Holdings:	ANV Group Holdings Ltd., a private limited company incorporated and registered in England and Wales with registered number 16708655.
Transactions:	As set forth in Exhibit A to the Commitment Letter. For the avoidance of doubt, it is understood and agreed by the Borrower, Blackstone, the Lenders (as defined in the Credit Agreement) and the Initial Incremental Lenders that the Acquisition shall be treated as and shall be deemed to be a Limited Condition Acquisition (as defined in the Credit Agreement) notwithstanding that the Expiration Date may exceed 120 days from the date of signing of the Acquisition Agreement.
Agent:	Same as Credit Agreement.
Incremental Term Loan Facility Documentation:	The Commitment Letter, the Incremental Facility Fee Letter, the final documentation with respect to the Incremental Term Loan Facility and the Amendment.
Facility:	Incremental Term Loan Facility: A senior secured Incremental Term Loan Facility with an aggregate principal amount of up to USD250 million (the “Incremental Term Loan Facility” and such loans, the “Incremental Term Loans”). The Incremental Term Loans will be available to the Borrower in USD.
Purpose:	The proceeds of borrowings under the Incremental Term Loan Facility will be used by the Borrower on the Closing Date to effect the Transactions, and to pay fees and expenses related to the Transactions.
Availability:	The Incremental Term Loan Facility will be available to be funded in a single drawing on the Closing Date. Amounts borrowed under the Incremental Term Loan Facility that are repaid or prepaid may not be re-borrowed.
Interest Rates and Fees:	With respect to Incremental Term Loans, (i) 4.75% in the case of the SOFR Rate Spread (as defined in the Credit Agreement) and (ii) 3.75% in the case of the ABR Spread (as defined in the Credit Agreement). The interest rate applicable to Initial Term Loans will remain unchanged.
Default Rate:	Same as the Initial Term Loans.

 

 

Final Maturity and Amortization:	Same as the Initial Term Loans.
Guarantees:	As provided and otherwise required under the Credit Agreement.
Security:	As provided and otherwise required under the Credit Agreement.
Mandatory Prepayments:	Same as the Credit Agreement.
Voluntary Prepayments and Reductions in Commitments:	Same as the Credit Agreement.
Call Premium:	With respect to Incremental Term Loans, in the event that, on or prior to the date that is 24 months after the Closing Date (as defined in the Credit Agreement prior to the Amendment going into effect), a Prepayment Event (as defined below) occurs, the Borrower shall be required to pay a premium of (i) if such Prepayment Event occurs on or prior to the date that is 12 months after the Closing Date, 2.00% of the aggregate principal amount of the Incremental Term Loans so prepaid, repaid, refinanced, substituted or replaced and (ii) if such Prepayment Event occurs on or prior to the date that is 24 months after the Closing Date, 1.00% of the aggregate principal amount of the Incremental Term Loans so prepaid, repaid, refinanced, substituted or replaced; provided that, notwithstanding the foregoing, no such premium shall be payable in connection with a transaction resulting in a Change of Control (as defined in the Credit Agreement), a Qualifying IPO (as defined in the Credit Agreement) or any payments made with internally generated cash.   “Prepayment Event” means any prepayment or repayment of the Incremental Term Loans (a) pursuant to Sections 2.11(a) or 2.11(b)(iii) of the Credit Agreement or (b) after the taking of any actions pursuant to Section 7.01 of the Credit Agreement.
MFN:	Same as the Initial Term Loans in the Credit Agreement.
Representations and Warranties:	Same as the Credit Agreement.
Affirmative Covenants:	Same as the Credit Agreement.
Negative Covenants:	Same as the Credit Agreement but updated to exclude the Equity Financing and any other equity contributions made in connection with the Transactions from the relevant equity builder baskets.

 

 

Financial Covenant:	Same as the Credit Agreement but updated to exclude from any equity cure the proceeds of the Equity Financing and any other equity contributions made in connection with the Transactions.
Events of Default:	Same as the Credit Agreement but updated to exclude any equity contributions made in connection with the Transactions from the equity cure.
Governing Law and Forum:	New York.
Counsel to the Lenders:	Latham & Watkins LLP

 

 

EXHIBIT C

 

SUMMARY OF CONDITIONS

 

The availability of the Incremental Term Loan Facility shall be subject solely to the satisfaction or waiver by the Commitment Parties of the following conditions. Capitalized terms used but not defined in this Exhibit shall have the respective meanings set forth in the Commitment Letter to which this Exhibit C is attached, including any other exhibits or attachments thereto.

 

1.            Since the date of this Commitment Letter, there has not occurred any event, change, effect, development, circumstance, state of facts, condition or occurrence that has had, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Acquisition Agreement) that is continuing.

 

2.            Substantially concurrently with the funding of the initial borrowings under the Incremental Term Loan Facility, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement in all material respects (without giving effect to any amendments, waivers or consents that are materially adverse to the interests of the Commitment Parties, without the consent of the Commitment Parties, each such consent not to be unreasonably withheld, delayed or conditioned).

 

3.            The Administrative Agent and the Initial Incremental Lenders shall have received a certificate dated the Closing Date in substantially the form of Exhibit M of the Credit Agreement from the chief financial officer of the Borrower certifying as to the matters set forth therein.

 

4.            The Specified Transaction Agreement Warranties (as defined in the Credit Agreement) shall be true and correct and the Specified Representations (as defined in the Credit Agreement) shall be true and correct in all material respects as of the Closing Date (without duplication of materiality qualifiers); provided that (x) in the case of any Specified Representation (as defined in the Credit Agreement) which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be and (y) if any Specified Representation (as defined in the Credit Agreement) is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such Specified Representation (as defined in the Credit Agreement) shall be true and correct in all respects.

 

5.            No later than three (3) Business Days in advance of the Closing Date, the Administrative Agent and each Initial Incremental Lender shall have received all documentation and other information reasonably requested by the Administrative Agent or such Initial Incremental Lender with respect to the Target, Holdings and each of their subsidiaries at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The Initial Incremental Lenders and the Administrative Agent shall have received, at least five (5) days prior to the Closing Date, a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

 

6.            Concurrently with the initial funding under the Incremental Term Loan Facility, payment of all fees (including reasonable fees and expenses of legal counsel) and reasonable out-of-pocket expenses required to be paid pursuant to the Commitment Letter or the Incremental Facility Fee Letter and which are due and payable to the Commitment Parties, the Administrative Agent and the Initial Incremental Lenders on the Closing Date to the extent invoices have been received by Borrower at least three (3) Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree).

 

 

7.            The Equity Financing shall have been consummated.

 

8.            Prior to, or substantially concurrently with, the funding of the initial borrowings under the Incremental Term Loan Facility, the Refinancing will be consummated.

 

9.            On the Closing Date, no Event of Default under Section 7.01(a), (f) or (g) of the Credit Agreement (as in effect immediately prior to the Amendment going into effect) shall have occurred and be continuing.

 

10.            Each Loan Party shall (i) have executed and delivered the Incremental Term Loan Facility Documentation that contains the terms set forth in the Amendment and Incremental Term Sheet and is otherwise in form and substance consistent with the Commitment Letter, (ii) use commercially reasonable endeavors to execute and deliver the security confirmation agreements and/or any supplemental security agreements in respect of the Swedish Collateral Documents (the “Swedish Security Confirmation Documents”) and the UK Collateral Documents (the “UK Security Confirmation Documents” and together with the Swedish Security Confirmation Documents, the “Security Confirmation Documents”) on or prior to the Closing Date, provided that if after using such commercially reasonable endeavors, the Security Confirmation Documents have not been executed and delivered on or prior to the Closing Date, then (x) the Swedish Security Confirmation Documents shall be executed and delivered on or prior to the date that is two (2) Business Days after the Closing Date and (y) the UK Security Confirmation Documents shall be executed and delivered on or prior to the date that is 30 days after (and excluding) the Closing Date (or, in each case, such longer period as the Administrative Agent (acting at the direction of the Required Lenders) may reasonably agree), provided that, in each case, any such documents shall be deemed (x) to be in a form and substance satisfactory to the Administrative Agent if delivered in substantially the same form as any equivalent document previously delivered to the Administrative Agent (or their respective legal advisers) prior to the Closing Date and (y) as being necessary to confirm that the Security Documents (as defined in the Credit Agreement) granted by each applicable Loan Party, continues to secure the obligations of the Loan Parties under the Amendment and the other Loan Documents, and (iii) have executed and delivered the following closing deliverables, consistent with the Credit Agreement: (a) customary certificates executed by a secretary, assistant secretary, director or other senior officer or other authorized signatory (as the case may be) regarding (A) evidence of authority, (B) charter documents (including certificates or articles of incorporation or organization or establishment or memorandum or articles of association, by-laws, operating, management, partnership or similar agreement or other equivalent thereof), (C) good standing certificates (or equivalent) from the jurisdiction of incorporation or formation (other than in the case of any UK Loan Party or any Swedish Loan Party) and (D) specimen signatures, (b) customary borrowing request and any Funding Direction Letter (as defined in the Credit Agreement), (c) customary officers’ incumbency certificates, (d) customary legal opinions with respect to the Incremental Term Loan Facility, the Amendment and the security confirmations and/or supplemental security agreements, (e) customary perfection certificate and (f) a customary officer’s closing certificate certifying as to the matters specified in paragraphs 2, 4, 7 and 9 above.

 

 

Exhibit (d)(3)

 

Execution Version

 

June 15, 2026

 

ANV Group Holdings Ltd
Exchequer Court, 33 St. Mary Axe

London EC3A 8AA

 

Re: Equity Financing Commitment

 

Ladies and Gentlemen:

 

This letter agreement sets forth the commitments of AmTrust Financial Services, Inc. (“AmTrust”), on the terms and subject to the conditions contained herein, to purchase, or cause the purchase of, Class B Ordinary Shares (in each case, as defined in that certain Shareholders Agreement of Parent, dated as of December 4, 2025) of ANV Group Holdings Ltd, a private limited company incorporated under the laws of England and Wales (with registered number 16708655) (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of the date hereof, by and among Parent, Lakers Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), and Open Lending Corporation, a Delaware corporation (the “Company”), Parent will acquire the Company pursuant to the Offer and the Merger upon the terms and subject to the conditions set forth therein. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Agreement.

 

1.             Commitments. AmTrust hereby commits, subject to the terms and conditions set forth herein, at or prior to the Offer Closing, to purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, a number of Class B Ordinary Shares of Parent for an aggregate purchase price in cash equal to $81,000,000 (the “Equity Financing Commitment”). AmTrust may effect its purchase of equity securities of Parent directly or indirectly through one or more affiliated entities.

 

2.             Notwithstanding any other provision of this letter agreement, AmTrust shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Parent in any amount in excess of the Equity Financing Commitment.

 

3.             Conditions. The obligation of AmTrust to fund the Equity Financing Commitment shall be subject to (a) the execution and delivery of the Agreement by Parent, Merger Sub and the Company, (b) the satisfaction or written waiver of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Offer Closing set forth in Section 1.1(b) of the Agreement (other than any conditions that by their nature are to be satisfied at the Offer Closing, but subject to the prior or substantially concurrent satisfaction or written waiver by Parent of such conditions), (c) the substantially simultaneous contribution by the BX Funds or (as defined in the BX ECL) one or more of their respective affiliated entities or permitted assignees of the aggregate Equity Financing Commitment (such term as defined in that certain letter agreement with respect to the BX Funds’ equity financing commitment, dated as of the date hereof, by the BX Funds set forth on Exhibit A thereto in favor of Parent, the “BX ECL”) that the BX Funds are required to fund to Parent in accordance with the BX ECL at the Offer Closing, pursuant to the terms set forth in the BX ECL, (d) the simultaneous occurrence of the Closing Date (as defined in the debt commitment letter between Beacon DC Limited, Blackstone Alternative Credit Advisors LP (on behalf of funds, accounts and clients managed, advised or sub-advised by it or its affiliates) and Blackstone Holdings Finance Co. L.L.C.) with the fundings of the Equity Financing Commitment by AmTrust and (e) the substantially simultaneous consummation of the Offer Closing in accordance with the terms and conditions of the Agreement and the Offer. The funding of the Equity Financing Commitment hereunder will occur contemporaneously with the consummation of the Offer Closing.

 

 

4.             Parties in Interest; Third Party Beneficiaries. The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other parties hereto and their respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth herein; provided, however, that the BX Funds have relied on this letter agreement and, accordingly, the BX Funds are express third-party beneficiaries of the first sentence of Section 6 and Section 12, and shall have the enforcement rights described in Section 5 hereof.

 

5.             Enforceability. This letter agreement may be enforced only by Parent; provided, however, that Parent shall not be entitled to enforce the obligations of AmTrust unless either (x) Parent is also concurrently seeking enforcement of the BX Funds’ obligations to fund their Equity Financing Commitment (as defined in the BX ECL) or (y) the BX Funds have satisfied and performed, or are prepared to (and will) satisfy and perform, in full, their obligations under the BX ECL. Without limitation of any right of the Company under the Agreement, Parent’s creditors shall have no right to enforce this letter agreement.

 

6.              No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent, each BX Fund and AmTrust. This letter agreement, together with the Agreement and the other agreements executed in connection with the execution and delivery of the Agreement (including the BX ECL), constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between AmTrust or any of its Affiliates (other than Parent), on the one hand, and Parent or any of its Affiliates (other than AmTrust), on the other, with respect to the subject matter hereof.

 

 

7.              Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

 

(a)             This letter agreement, all questions concerning the construction, interpretation and validity of this letter agreement, the rights and obligations of the parties hereto, Actions that may be based upon, arise out of or relate to this letter agreement, and the negotiation, execution or performance of this letter agreement, and the legal relations among the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including its statutes of limitations) without giving effect to any choice or conflict of law provision or rule or borrowing statute (whether of the State of Delaware or any other jurisdiction).

 

(b)             ANY ACTION ARISING OUT OF OR BASED UPON THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE INSTITUTED ONLY IN THE CHANCERY COURT OF THE STATE OF DELAWARE (OR IF SUCH COURT DOES NOT HAVE THE REQUISITE JURISDICTION, ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE) (THE COURT OF CHANCERY OR ANY SUCH FEDERAL OR STATE COURT, THE “DELAWARE COURT”), AND NOT IN ANY OTHER STATE OR FEDERAL COURT IN THE UNITED STATES OF AMERICA OR ANY COURT IN ANY OTHER COUNTRY, AND EACH PARTY HERETO IRREVOCABLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT IN ANY SUCH ACTION. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH IN SECTION 8 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION BROUGHT IN ANY SUCH COURT. THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION IN THE DELAWARE COURT AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN SUCH COURT THAT ANY SUCH ACTION BROUGHT IN THE DELAWARE COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

 

(c)             EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LETTER AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(c).

 

 

8.             Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document when sent (provided that no “bounce back” or other notice of non-delivery is generated); or (d) on the third Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, in each case of the preceding clauses (a) through (d), to the applicable party’s address set forth in Section 7.7 of the Agreement; provided, that notices, requests, claims, demands and other communications to AmTrust shall be sent to:

 

AmTrust Financial Services, Inc.

59 Maiden Lane, 43^rd Floor

New York, NY 10038

Attention: [Redacted]

Email: [Redacted]

 

with a copy (which shall not constitute notice) to:

 

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attention: [Redacted]
Email: [Redacted]

 

9.             Counterparts. This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this letter agreement delivered by facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

10.           Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent, the BX Funds and the Company solely in connection with the transactions contemplated by the Agreement. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of AmTrust in each instance; provided, that no such written consent is required for any disclosure of the existence of this letter agreement by Parent, the BX Funds or the Company (i) to the extent required by Applicable Law (provided that Parent, the BX Funds or the Company, as applicable, will provide AmTrust an opportunity to review such required disclosure in advance of such public disclosure being made, shall incorporate any reasonable comments requested by AmTrust and, except where prohibited by Applicable Law, shall consult with AmTrust regarding the form and content of such disclosure, which review shall not unreasonably delay such public disclosure), (ii) to the extent that the information is already publicly available other than as a result of a breach of this letter agreement by Parent, the BX Funds, or the Company, or any other Person, (iii) pursuant to any Action relating to the Agreement or the transactions contemplated thereby or (iv) to Parent’s, the BX Funds’ or the Company’s representatives and Affiliates (as applicable) who need to know of the existence of this letter agreement or the Agreement and are subject to confidentiality obligations.

 

 

11.           Termination. The obligation of AmTrust under or in connection with this letter agreement will terminate automatically and immediately upon the earliest to occur of (a) the Offer Closing (at which time all such obligations shall be discharged), (b) the valid termination of the Agreement pursuant to Article VI thereof and (c) the termination of the BX ECL prior to the BX Funds satisfying and performing in full their obligations under the BX ECL.

 

12.           No Assignment. The Equity Financing Commitment evidenced by this letter agreement shall not be assignable, in whole or in part, by Parent without AmTrust’s and each BX Fund’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of AmTrust or such BX Fund, as applicable, and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Except as expressly permitted in Section 1 hereof, no transfer of any rights or obligations hereunder by AmTrust shall be permitted without the prior written consent of Parent and the BX Funds; provided that, AmTrust may assign or delegate all or any of its rights and obligations under this letter agreement to any of its Affiliates without the consent of any Person, which assignment or delegation shall not relieve AmTrust of any of its obligations hereunder. Any purported assignment of this letter agreement or the Equity Financing Commitment in contravention of this Section 12 shall be void.

 

13.           Representations and Warranties. AmTrust hereby represents and warrants to Parent that, except as would not reasonably be expected to impair or delay AmTrust’s performance of the Equity Financing Commitment obligations hereunder in any material respect, (a) it has all corporate power and authority to execute, deliver and perform this letter agreement, (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary corporate action, (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity, (d) the Equity Financing Commitment is less than the maximum amount that it is permitted to invest in any one investment pursuant to the terms of its organizational or governing documents or otherwise, (e) it has, and will have at all times prior to the Offer Closing, available funds and access to other financial assets (convertible into available funds within two Business Days) at least equal to the sum of the Equity Financing Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and (f) the execution, delivery and performance by it of this letter agreement do not (i) violate its organizational documents, (ii) violate any Applicable Law or judgment or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which it is a party.

 

 

14.           Severability. If any term, condition or other provision of this letter agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this letter agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision hereof is invalid, illegal or incapable of being enforced, (a) a suitable and equitable term or provision determined by a court of competent jurisdiction shall be substituted therefor in order to carry out, so far as may be valid, legal and enforceable under Applicable Law, the intent and purpose of such invalid, illegal or unenforceable term or provision and (b) the remainder of this letter agreement and the application of such terms and other provision to other Persons or circumstances shall not be affected by such invalidity, illegality or unenforceability, nor shall such invalidity, illegality or unenforceability affect the validity, legality or enforceability of such term or provision, or the application of such term or provision, in any other jurisdiction.

 

15.           No Implied Obligations. Notwithstanding anything to the contrary herein or in any other transaction document, AmTrust shall have no obligation to provide any financing, equity, debt, backstop, bridge financing, guarantee, indemnity, fee support, expense reimbursement or other accommodation of any kind in connection with the transactions contemplated by the Agreement to Parent, Merger Sub, the Company or any other Person other than the Equity Financing Commitment expressly set forth in Section 1 hereof, and AmTrust shall have no obligation to increase, renew, extend or replace the Equity Financing Commitment under any circumstances.

 

[Remainder of the page intentionally left blank – signature page follows]

 

 

	Sincerely,
	AmTrust Financial Services, Inc.
	By:	[Redacted]
	Name:	[Redacted]
	Title:	Chief Legal Officer

 

[Signature Page to Equity Commitment Letter]

 

 

Agreed to and accepted:
ANV Group Holdings Ltd
By:	[Redacted]
Name:	[Redacted]
Title:	Chairman and Chief Executive Officer

 

[Signature Page to Equity Commitment Letter]

 

 

 

 

Exhibit (d)(4)

 

Execution Version

 

June 15, 2026

 

ANV Group Holdings Ltd
Exchequer Court, 33 St. Mary Axe

London EC3A 8AA

 

Re: Equity Financing Commitment

 

Ladies and Gentlemen:

 

This letter agreement sets forth the commitments of the entities set forth on Exhibit A (on behalf of funds, accounts and clients managed, advised or sub-advised by such entities or their affiliates) (collectively, the “BX Funds”; each a “BX Fund”), on the terms and subject to the conditions contained herein, to purchase, or cause the purchase of, Class A Ordinary Shares (in each case, as defined in that certain Shareholders Agreement of Parent, dated as of December 4, 2025) of ANV Group Holdings Ltd, a private limited company incorporated under the laws of England and Wales (with registered number 16708655) (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of the date hereof, by and among Parent, Lakers Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), and Open Lending Corporation, a Delaware corporation (the “Company”), Parent will acquire the Company pursuant to the Offer and the Merger upon the terms and subject to the conditions set forth therein. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Agreement.

 

1.             Commitments. The BX Funds hereby commit, subject to the terms and conditions set forth herein, at or prior to the Offer Closing, to purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, a number of Class A Ordinary Shares of Parent for an aggregate purchase price in cash equal to $19,000,000 (as such amount may be reduced pursuant to this letter agreement, the “Equity Financing Commitment”). The BX Funds may effect their purchase of equity securities of Parent directly or indirectly through one or more affiliated entities. It is expressly understood and agreed among the parties hereto that the commitments set forth in this paragraph shall be several and not joint among the BX Funds and apportioned in the percentages set forth opposite each BX Fund’s name on Exhibit A with respect to the aggregate Equity Financing Commitment. Each BX Fund may allocate all or a portion of its investment to other Persons (including, for avoidance of doubt, allocating all or a portion of such BX Fund’s investment in Parent to the other BX Fund); provided, however, that any such allocation shall reduce such BX Fund’s respective portion of the Equity Financing Commitment hereunder solely to the extent of any amounts actually contributed to Parent by such Persons at or prior to the date of the Offer Closing.

 

2.             Notwithstanding any other provision of this letter agreement, the BX Funds shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Parent in any amount in excess of their respective portions of the Equity Financing Commitment.

 

 

3.             Conditions. The obligation of each of the BX Funds to fund its portion of the Equity Financing Commitment shall be subject to (a) the execution and delivery of the Agreement by Parent, Merger Sub and the Company, (b) the satisfaction or written waiver of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Offer Closing set forth in Section 1.1(b) of the Agreement (other than any conditions that by their nature are to be satisfied at the Offer Closing, but subject to the prior or substantially concurrent satisfaction or written waiver by Parent of such conditions), (c) the substantially simultaneous contribution by AmTrust Financial Services, Inc. (“AmTrust”) or one or more of its affiliated entities or permitted assignees of the aggregate Equity Financing Commitment (such term as defined in that certain letter agreement with respect to AmTrust’s equity financing commitment, dated as of the date hereof, by AmTrust in favor of Parent, the “AmTrust ECL”) that AmTrust is required to fund to Parent in accordance with the AmTrust ECL at the Offer Closing, pursuant to the terms set forth in the AmTrust ECL, (d) the simultaneous occurrence of the Closing Date (as defined in the debt commitment letter (“Debt Commitment Letter”) between Beacon DC Limited, Blackstone Alternative Credit Advisors LP (on behalf of funds, accounts and clients managed, advised or sub-advised by it or its affiliates) and Blackstone Holdings Finance Co. L.L.C.) with the fundings of the Equity Financing Commitment by the BX Funds and (e) the substantially simultaneous consummation of the Offer Closing in accordance with the terms and conditions of the Agreement and the Offer. The funding of the Equity Financing Commitment hereunder will occur contemporaneously with the consummation of the Offer Closing.

 

4.             Parties in Interest; Third Party Beneficiaries. The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other parties hereto and their respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth herein; provided, however, that AmTrust has relied on this letter agreement and, accordingly, AmTrust is an express third-party beneficiary of the first sentence of Section 6 and Section 12, and shall have the enforcement rights described in Section 5 hereof.

 

5.             Enforceability. This letter agreement may be enforced only by Parent; provided, however, that Parent shall not be entitled to enforce the obligations of the BX Funds unless either (x) Parent is also concurrently seeking enforcement of AmTrust’s obligations to fund its Equity Financing Commitment (as defined in the AmTrust ECL) or (y) AmTrust has satisfied and performed, or is prepared to (and will) satisfy and perform, in full, its obligations under the AmTrust ECL. Without limitation of any right of the Company under the Agreement, Parent’s creditors shall have no right to enforce this letter agreement.

 

6.             No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent, each BX Fund and AmTrust. This letter agreement, together with the Agreement and the other agreements executed in connection with the execution and delivery of the Agreement (including the AmTrust ECL), constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the BX Funds or any of their respective Affiliates (other than Parent), on the one hand, and Parent or any of its Affiliates (other than the BX Funds), on the other, with respect to the subject matter hereof.

 

 

7.             Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

 

(a)             This letter agreement, all questions concerning the construction, interpretation and validity of this letter agreement, the rights and obligations of the parties hereto, Actions that may be based upon, arise out of or relate to this letter agreement, and the negotiation, execution or performance of this letter agreement, and the legal relations among the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including its statutes of limitations) without giving effect to any choice or conflict of law provision or rule or borrowing statute (whether of the State of Delaware or any other jurisdiction).

 

(b)            ANY ACTION ARISING OUT OF OR BASED UPON THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE INSTITUTED ONLY IN THE CHANCERY COURT OF THE STATE OF DELAWARE (OR IF SUCH COURT DOES NOT HAVE THE REQUISITE JURISDICTION, ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE) (THE COURT OF CHANCERY OR ANY SUCH FEDERAL OR STATE COURT, THE “DELAWARE COURT”), AND NOT IN ANY OTHER STATE OR FEDERAL COURT IN THE UNITED STATES OF AMERICA OR ANY COURT IN ANY OTHER COUNTRY, AND EACH PARTY HERETO IRREVOCABLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT IN ANY SUCH ACTION. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH IN SECTION 8 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION BROUGHT IN ANY SUCH COURT. THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION IN THE DELAWARE COURT AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN SUCH COURT THAT ANY SUCH ACTION BROUGHT IN THE DELAWARE COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

 

(c)             EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LETTER AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(c).

 

 

8.             Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document when sent (provided that no “bounce back” or other notice of non-delivery is generated); or (d) on the third Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, in each case of the preceding clauses (a) through (d), to the applicable party’s address set forth in Section 7.7 of the Agreement; provided, that notices, requests, claims, demands and other communications to the BX Funds shall be sent to:

 

Blackstone Credit – US Private Coordination

345 Park Ave, New York NY 10154

Attention: [Redacted]

Email: [Redacted]

With a copy to: [Redacted]

 

with a copy (which shall not constitute notice) to:

 

Latham & Watkins LLP

1271 6th Ave, New York, NY 10020

Attention: [Redacted]

Email: [Redacted]

 

9.             Counterparts. This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this letter agreement delivered by facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

10.           Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent, AmTrust and the Company solely in connection with the transactions contemplated by the Agreement. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the BX Funds in each instance; provided, that no such written consent is required for any disclosure of the existence of this letter agreement by Parent, AmTrust or the Company (i) to the extent required by Applicable Law (provided that Parent, AmTrust or the Company, as applicable, will provide the BX Funds an opportunity to review such required disclosure in advance of such public disclosure being made, shall incorporate any reasonable comments requested by the BX Funds and, except where prohibited by Applicable Law, shall consult with the BX Funds regarding the form and content of such disclosure, which review shall not unreasonably delay such public disclosure), (ii) to the extent that the information is already publicly available other than as a result of a breach of this letter agreement by Parent, AmTrust, or the Company, or any other Person, (iii) pursuant to any Action relating to the Agreement or the transactions contemplated thereby or (iv) to Parent’s, AmTrust’s or the Company’s representatives and Affiliates (as applicable) who need to know of the existence of this letter agreement or the Agreement and are subject to confidentiality obligations.

 

 

11.           Termination. The obligation of each BX Fund under or in connection with this letter agreement will terminate automatically and immediately upon the earliest to occur of (a) the Offer Closing (at which time all such obligations shall be discharged), (b) the valid termination of the Agreement pursuant to Article VI thereof, and (c) the termination of the AmTrust ECL prior to AmTrust satisfying and performing in full its obligations under the AmTrust ECL.

 

12.           No Assignment. The Equity Financing Commitment evidenced by this letter agreement shall not be assignable, in whole or in part, by Parent without AmTrust’s and each BX Fund’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of AmTrust or such BX Fund, as applicable, and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Except as expressly permitted in Section 1 hereof, no transfer of any rights or obligations hereunder by any BX Fund shall be permitted without the prior written consent of Parent and AmTrust; provided that, each BX Fund may assign or delegate all or any of its rights and obligations under this letter agreement to any of its Affiliates or any funds, accounts or clients managed, advised or sub-advised by any BX Fund or its Affiliates, without the consent of any Person, which assignment or delegation shall not relieve such BX Fund of any of its obligations hereunder. Any purported assignment of this letter agreement or the Equity Financing Commitment in contravention of this Section 12 shall be void.

 

13.           Representations and Warranties. Each BX Fund hereby represents and warrants, on a several (not joint and several) basis as to itself, to Parent that, except as would not reasonably be expected to impair or delay such BX Fund’s performance of its allocated portion of the Equity Financing Commitment obligations hereunder in any material respect, (a) it has all limited partnership power and authority to execute, deliver and perform this letter agreement, (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary limited partnership action, (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity, (d) its allocated portion of the Equity Financing Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its organizational or governing documents or otherwise, (e) it has, and will have at all times prior to the Offer Closing, uncalled capital commitments or otherwise has available funds and access to other financial assets (convertible into available funds within two Business Days) at least equal to the sum of its allocated portion of the Equity Financing Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and (f) the execution, delivery and performance by it of this letter agreement do not (i) violate its organizational documents, (ii) violate any Applicable Law or judgment or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which it is a party.

 

 

14.           Severability. If any term, condition or other provision of this letter agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this letter agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision hereof is invalid, illegal or incapable of being enforced, (a) a suitable and equitable term or provision determined by a court of competent jurisdiction shall be substituted therefor in order to carry out, so far as may be valid, legal and enforceable under Applicable Law, the intent and purpose of such invalid, illegal or unenforceable term or provision and (b) the remainder of this letter agreement and the application of such terms and other provision to other Persons or circumstances shall not be affected by such invalidity, illegality or unenforceability, nor shall such invalidity, illegality or unenforceability affect the validity, legality or enforceability of such term or provision, or the application of such term or provision, in any other jurisdiction.

 

15.           No Implied Obligations. Notwithstanding anything to the contrary herein or in any other transaction document, the BX Funds shall have no obligation to provide any financing, equity, debt, backstop, bridge financing, guarantee, indemnity, fee support, expense reimbursement or other accommodation of any kind in connection with the transactions contemplated by the Agreement to Parent, Merger Sub, the Company or any other Person other than the Equity Financing Commitment expressly set forth in Section 1 hereof and the debt financing contemplated by the Debt Commitment Letter, and the BX Funds shall have no obligation to increase, renew, extend or replace the Equity Financing Commitment under any circumstances.

 

[Remainder of the page intentionally left blank – signature page follows]

 

 

	Sincerely,
	BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP
	By:	[Redacted]
	Name:	[Redacted]
	Title:	Authorized Signatory
	BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
	By:	[Redacted]
	Name:	[Redacted]
	Title:	Managing Director and Treasurer

 

[Signature Page to Equity Commitment Letter]

 

 

Agreed to and accepted:
ANV Group Holdings Ltd
By:	[Redacted]
Name:	[Redacted]
Title:	Chairman and Chief Executive Officer

 

[Signature Page to Equity Commitment Letter]

 

 

Exhibit A

 

BX Fund		Percentage of Equity Financing Commitment
Blackstone Holdings Finance Co. L.L.C.			0.99288	%
Blackstone Alternative Credit Advisors LP			99.00711	%

 

 

 

 

Exhibit (d)(5)

 

CONFIDENTIAL

 

December 21, 2025

 

ANV Global Services, Inc.

Attention: Adam Karkowsky

59 Maiden Lane Fl 43

New York, NY 10038

Email: [Redacted]

 

RE:

Nondisclosure Agreement

 

Ladies and Gentlemen:

 

In connection with a possible transaction involving ANV Global Services, Inc. (the “Receiving Party,” “you” or “your”) or one of your Affiliates and Open Lending Corporation, a Delaware corporation (such possible transaction, the “Potential Transaction”), the Receiving Party may engage in discussions with Open Lending Corporation (the “Company” and, together with its controlled Affiliates, the “Company Group”), and the Company may make certain information available to the Receiving Party. Accordingly, the Company and the Receiving Party (collectively, the “Parties”) hereby agree as follows:

 

1.

Certain Definitions. As used herein:

 

(a)            “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person; provided that, as used in this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

 

(b)            “Confidential Information” means (i) all confidential and proprietary information related to the Company Group or their respective businesses, properties, operations, products, services, employees, members, insureds, assets, liabilities, actual or potential financial results or prospects, data processing and procedures, billing and collection procedures, policy holder information, formulas, methods, know-how, processes, data, designs, developmental work, marketing requirements, marketing plans or pricing furnished, made available or otherwise provided by or on behalf of the Company or any of its Representatives to the Receiving Party or any of its Representatives in connection with the Potential Transaction, whether furnished on or after the date hereof, whether written or in intangible form, such as oral, visual or electronic, whether or not identified as being proprietary and/or confidential and regardless of the manner in which it is furnished, including all information derived, summarized or extracted from any such information, including notes, records, reports, analyses, copies, summaries, translations, memoranda, compilations, data, forecasts, models, studies, interpretations or other files, materials or documents prepared by the Receiving Party or any of its Representatives that contain, reflect, are generated or are based upon, in whole or in part, such information, including any that may be stored on any electronic media, computer, word processor or other similar device, (ii) that Confidential Information (or any portion thereof) has been furnished, provided or made available to you or your Representatives or any other third party or that you or your Representatives have requested, received or reviewed any portion thereof, (iii) the existence or contents hereof, (iv) that you or the Company is considering a Potential Transaction, (v) that investigations, discussions or negotiations are taking place or have taken place related to a Potential Transaction or involving the Company, or the status thereof or the identity of the Parties, (vi) any of the terms, conditions or other facts or information related to a Potential Transaction or such investigation, discussions or negotiations, including the status or termination thereof (the foregoing clauses (ii) – (vi), “Transaction Information”), and (vii) any opinion or view with respect to the Confidential Information that references the Confidential Information; provided, however, that, in the case of the foregoing clause (i), Confidential Information does not include any such information that (1) is or becomes generally available to the public (other than as a result of disclosure by the Receiving Party or any of its Representatives in violation of this letter agreement (this “Agreement”)), (2) is or becomes available to the Receiving Party or its Representatives on a non-confidential basis from a Person, other than the Company or any of its Representatives, who is not actually known to the Receiving Party or its Representatives to be subject to an obligation of confidentiality to the Company, (3) is independently developed by the Receiving Party or any of its Representatives without the use of or reference to or reliance on any Confidential Information, (4) was in your possession or the possession of your Representatives prior to disclosure to the Recipient or its Representatives by or on behalf of the Company, (5) is furnished pursuant to (A) the Producer Agreement, dated as of October 22, 2013, by and between AmTrust North America, Inc. and Lenders Protection, LLC (as amended), (B) the Profit Share Agreement, effective as of October 22, 2013, by and between AmTrust North America, Inc. and Lenders Protection, LLC (as amended), (C) the Claims Services Agreement, effective as of August 1, 2011, by and between AmTrust North America, Inc. and Insurance Administrative Services, LLC (as amended) or (D) any other agreement between the Company Group and you or your Affiliates that contains confidentiality provisions in favor of the Company Group or (6) was furnished pursuant to that certain Nondisclosure Agreement dated June 30, 2025 among the Company and AmTrust Financial Services, Inc.

 

 

(c)            “Person” means any (i) corporation, limited liability company, limited partnership, limited liability partnership, partnership, company, trust, association, joint venture or other entity or any unincorporated association, (ii) governmental or regulatory agency, department, body or political subdivision thereof or (iii) any individual.

 

(d)            “Representatives” means, with respect to any Person, such Person’s Affiliates and its and their respective directors, officers, managers, members, general partners, employees, potential debt or equity financing sources, rating agencies, professional advisors (including, inter alia, financial advisors, attorneys, accountants, tax advisors and consultants).

 

2.             Confidentiality and Use. You recognize and acknowledge the competitive value and confidential nature of the Confidential Information and the damage that could result to the Company Group if any Confidential Information is disclosed except as authorized by this Agreement. You shall (a) use the Confidential Information solely for the purpose of evaluating, negotiating, pursuing and/or consummating a Potential Transaction and not for any other purpose (the “Permitted Purpose”), (b) keep the Confidential Information confidential and treat it in accordance with the terms hereof and (c) not, without the Company’s prior written consent, disclose any Confidential Information, in any manner whatsoever, in whole or in part, to any other Person (the foregoing clauses (a)–(c), the “Confidentiality and Use Restrictions”), except (i) to the extent required or requested by applicable law, regulation, stock exchange rule or the terms of a subpoena or order issued by a court or other governmental body or similar legal process pursuant to applicable law or regulation (“Legally Compelled”) and only in compliance with Section 3 and (ii) that the Confidential Information may be disclosed to any of your Representatives; provided that (1) any such Representative needs to know such Confidential Information to assist you in the Permitted Purpose and (2) you shall direct any such Representative to comply with the Confidentiality and Use Restrictions. The Company acknowledges and agrees that possession or knowledge of Confidential Information by you or any of your Representatives who serves on an affiliated company’s board of directors or other governing body, or is otherwise affiliated with or employed by such affiliated company, shall not, solely for that reason, be deemed imputed to such affiliated company.

 

 

3.             Legally Compelled Disclosure. If you or your Representatives are Legally Compelled, based on the advice of your or their legal counsel, to disclose any Confidential Information, prior to any such disclosure (if commercially feasible and legally permissible), (a) you or such Representative, as applicable, shall promptly notify the Company in writing of the existence, terms and circumstances surrounding such requirement, (b) you or such Representative, as applicable, shall reasonably cooperate with the Company, at the Company’s expense, to take legally available steps to resist or narrow such requirement and obtain an appropriate protective order or other remedy and (c) if disclosure of such Confidential Information is required, you or such Representative, as applicable, may disclose only any such Confidential Information that you are or such Representative is advised by legal counsel is Legally Compelled to be disclosed and shall, if commercially feasible and legally permissible, give the Company written notice of the Confidential Information to be disclosed as far in advance as practicable and exercise all reasonable efforts to obtain an order or other reliable assurance that confidential treatment shall be accorded to such Confidential Information. Notwithstanding anything to the contrary herein, if you or your Representatives become subject to a broad request for information by a regulatory, self-regulatory or administrative authority that has authority to regulate or oversee such entity’s business or that of its Affiliates (together, “Governmental Authority”) that is not directly targeted at the Company Group or the Confidential Information, then you and/or your Representatives may disclose such Confidential Information to such Governmental Authority that it deems to be reasonably responsive to answer such request without any requirement to provide prior notice to the Company.

 

4.             Nonsolicitation/Nonhire. For a period of one (1) year from the date hereof, neither you nor your controlled affiliates that have received Confidential Information in connection with the Proposed Transaction shall, directly or indirectly, solicit, offer to employ or hire any employee of the Company who you first learned of in connection with the Proposed Transaction (other than through an employee census or list) (a “Restricted Person”); provided, however, that the foregoing shall not prevent a bona fide general advertising or a general solicitation not targeting Restricted Persons (including the use of general advertisements, search firms or recruiting agencies) or soliciting, offering to employ or hiring a Restricted Person who has ceased to be employed by the Company by at least six (6) months. Notwithstanding anything herein to the contrary, nothing herein shall preclude AmTrust Financial Services, Inc. or any of its wholly-owned subsidiaries from soliciting, offering to hire or hiring Restricted Persons.

 

 

5.             Standstill. You agree that, for a period of one (1) year from the date of this Agreement, neither you nor your controlled affiliates that have received Confidential Information in connection with the Proposed Transaction shall purchase or sell common equity securities of the Company. Notwithstanding anything to the contrary in this Agreement, (a) you shall be permitted to make a confidential, non-public proposal for a Potential Transaction to the board of directors of the Company and (b) nothing herein shall preclude AmTrust Financial Services, Inc. or any of its wholly-owned subsidiaries from purchasing or selling common equity securities of the Company.

 

6.             Communications. All communications, requests for additional information, requests for facility tours or management meetings and discussions or questions, in each case, related to a Potential Transaction, shall be submitted or directed exclusively to Representatives of the Company designated in writing by the Company. Neither you nor any of your Representatives shall initiate or maintain any contact with (a) any director, officer, manager, stockholder or employee of the Company or (b) any customer, vendor, supplier, licensor, licensee, creditor, investor, regulator or other business relation of the Company related to a Potential Transaction. Further, neither you nor any of your Affiliates shall intentionally utilize any Confidential Information to induce or attempt to induce any Person to cease doing business with the Company. Notwithstanding anything to the contrary contained herein, nothing in this Section 6 shall prohibit you or your Representatives from (i) making a confidential, non-public proposal for a Potential Transaction to the board of directors of the Company or from communicating with the Chief Executive Officer, the Chief Financial Officer, the General Counsel, counsel to the Company, the Board of Directors of the Company or any of its stockholders with respect to a Potential Transaction (along with any employee introduced to you by such persons) or (ii) ordinary course communications either (A) unrelated to the Potential Transaction or (B) among persons that are not directly involved with consummating the Potential Transaction.

 

7.             Privileged Information. If any Confidential Information includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you acknowledge that you and the Company have a commonality of interest related to such matters and it is the desire and intention of the Company that the sharing of such material is not intended to waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Nothing herein obligates any Party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.

 

8.             No Binding Obligation; No Representations or Warranties. This Agreement does not constitute or create any obligation of the Company to provide any Confidential Information to you or any of your Representatives, and under no circumstances is the Company obligated to provide or make available any Confidential Information or update or supplement any Confidential Information previously furnished. Neither the Company nor any of its Representatives has made or is making, and you and your Representatives are not relying on, any representation or warranty herein, express or implied, as to the timeliness, accuracy, adequacy or completeness of the Confidential Information, including any projections, estimates, budgets or information relating to the assets, liabilities, results of operations, condition (financial or otherwise), customers, suppliers or employees of the Company Group. Only those representations or warranties that are made in a definitive written agreement providing for a Potential Transaction, when, as and if executed and delivered, and subject to the limitations and restrictions as may be specified therein, shall have any legal effect. Unless and until a definitive written agreement providing for a Potential Transaction has been executed and delivered by each of the Parties, neither Party shall be under any legal obligation of any kind related to a Potential Transaction (or any other transactions) by virtue of (a) this Agreement or (b) any written or oral expression related to a Potential Transaction by either Party or its Representatives except, in the case hereof, as to the matters expressly agreed to herein. As used herein, the term “definitive written agreement providing for a Potential Transaction” does not include memorandums of understanding, indications of interest, letters of intent, term sheets, exclusivity agreements and other similar preliminary documents, in each case, whether binding or non-binding.

 

 

9.             Exclusive Property. All Confidential Information is and shall always remain the exclusive property of the Company Group, and you acknowledge the right, title and interest of the Company Group in and to such information. Except as set forth herein, the Company has not granted you or any of your Representatives any right to license, copyright or similar right related to any of the Confidential Information, by implication or otherwise. This Agreement shall not, under any circumstances, be deemed to create a partnership or joint venture between you and the Company.

 

10.           Return or Destroy. Upon the Company’s written request for any reason, you and your Representatives shall promptly, at your option, either (a) deliver to the Company, at your own expense, all of the written Confidential Information (other than Transaction Information) in your possession or control or in the possession or control of any of your Representatives, respectively (including Confidential Information (other than Transaction Information) stored in any computer, word processor or similar electronic device) or (b) destroy all written Confidential Information (other than Transaction Information) in your possession or control or in the possession or control of any of your Representatives, respectively; provided, however, that you or your Representatives may retain (i) data or electronic records containing Confidential Information (other than Transaction Information) for the purposes of routine backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and (ii) written Confidential Information (other than Transaction Information) in the records of your or your Representatives’ legal department to the extent and for so long as such is required for you to comply with applicable law, regulation or internal document retention guidelines. All Confidential Information shall remain subject to the Confidentiality and Use Restrictions and obligations hereunder for the term of this Agreement.

 

11.            Termination. This Agreement shall terminate and be of no force or effect from and after the date that is one (1) year following the date hereof; provided, however, that any such termination shall not relieve either Party from liability for any breach hereof prior to such termination.

 

12.            Material Nonpublic Information. You acknowledge that you (a) are aware (and that your Representatives are aware or, upon receipt of any Confidential Information, will be advised by you) that the Confidential Information being furnished to you or your Representatives may contain material nonpublic information regarding the Company and (b) understand that the United States securities laws generally prohibits any Person that has obtained material nonpublic information about an issuer of securities from such issuer from purchasing or selling securities of such issuer or, in certain specified circumstances, from communicating such information to any other Person.

 

 

13.

General.

 

(a)            Amendments. This Agreement may be amended, supplemented or changed only by a written instrument signed by each Party.

 

(b)            Waivers; Consents. Any provision hereof may be waived, and any breach of any provision hereof may be consented to, by the Party entitled to the benefit of such provision only by means of a written waiver or consent that is validly executed by such Party and that refers specifically to the particular provision or provisions subject to such waiver or consent. The failure or refusal by either Party to insist upon strict performance of any provision hereof or to exercise any right in any one (1) or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right.

 

(c)            Entire Agreement. This Agreement is the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among or between either of the Parties related to the subject matter hereof.

 

(d)            Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall be one (1) and the same instrument. Delivery of an executed counterpart hereof by facsimile, email or other electronic transmission (including. pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall be effective as delivery of an original counterpart hereof.

 

(e)            Governing Law; Forum; Waiver of Jury Trial. This Agreement, and all claims, disputes and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof (“Contract Claims”), shall be governed by the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law that would result in the application of the law of another jurisdiction. For any Contract Claim, each Party (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (ii) agrees that all Contract Claims shall be heard and determined exclusively in the courts identified in the foregoing clause (i), (iii) waives any objection to laying venue in any Contract Claim in such courts, (iv) waives any objection that any such court is an inconvenient forum or does not have jurisdiction over such Party and (v) agrees that service of process upon such Party in any such Contract Claim shall be effective if such process is given as a notice under Section 13(f). Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prevent a Party from utilizing Confidential Information in connection with the prosecution or defense of a Contract Claim. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PROVIDED BY LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT.

 

 

(f)            Notices . All notices and other communications hereunder shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt by nonautomatic means, whether electronic or otherwise), (ii) when sent by email (with written confirmation of transmission) or (iii) one (1) business day after the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, at the following addresses and email addresses (or to such other address or email address as a Party may have specified by notice given to the other Party under this Section 13(f)):

 

If to the Company:

 

Open Lending Corporation

1501 South Mopac Expressway, Suite 450

Austin, TX 78746

Attn: [Redacted]

Email: [Redacted]

 

If to the Receiving Party, at the address or email address set forth on the first page hereof.

 

(g)            Remedies. Each Party agrees that (i) the other Party could be irreparably injured by a breach or threatened breach of this Agreement by the such Party or any of its Representatives and (ii) monetary remedies may be inadequate to protect the other Party against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights and remedies otherwise available to either Party under this Agreement or otherwise, each Party shall be entitled to seek equitable relief, including an injunction and specific performance, in addition to all other remedies available to it at law or in equity to prevent breaches or threatened breaches of this Agreement by the other Party or any of its Representatives. Each Party shall be liable for the failure of any of its Representatives, including any actions or inactions by any of its Representative that would constitute a breach hereof if such Representative was a party hereto, to comply with the terms of this Agreement applicable to such Party’s Representatives (including the failure to comply with any direction hereunder); provided that you shall not be liable for breaches by any of your Representatives that have executed an agreement of confidentiality directly with the Company relating to some or all Confidential Information or the Potential Transaction.

 

(h)            Assignability; No Third-Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated, in whole or in part, by either Party without the prior written consent of the other Party, and any such assignment without such prior written consent shall be null and void. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the Parties and their respective successors and permitted assigns. Nothing herein is intended to or shall confer upon any Person, other than the Parties, any right, benefit or remedy of any nature whatsoever.

 

 

(i)             Severability. Any term or provision hereof that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

 

(j)            Disclaimer. Notwithstanding anything contained herein to the contrary, the Company acknowledges that you and your Affiliates may now and in the future be direct competitors of the Company Group and that your or their receipt and possession of Confidential Information will not, in and of itself, prevent or restrict you and your Affiliates in any way from carrying on your/their business in the ordinary course, including developing a business, or making quotes or bids in direct competition with the Company Group; provided that in doing so you and your Affiliates comply with your/their obligations hereunder. The Company further acknowledges that you and your Affiliates may now or in the future evaluate, invest in (directly or indirectly, including providing financing to) or do business with competitors or potential competitors of the Company Group, and that neither the execution of this Agreement nor receipt of the Confidential Information is intended to or shall restrict or preclude such activities.

 

(k)            Identifying Transaction Information. The Company shall not, without your prior written consent, disclose any Transaction Information to any other Person in any manner that identifies you or your Representatives by name or reasonably identifiable description, except (i) to the extent Legally Compelled (subject to compliance with Section 3, mutatis mutandis), (ii) if it has become generally available to the public (other than as a result of disclosure by the Company or any of its Representatives in violation of this Agreement) or (iii) to any of the Company's Representatives but only to the extent (1) any such Representative needs to know such Transaction Information to assist the Company in connection with the Potential Transaction and (2) the Company shall direct any such Representative to comply with the foregoing. The Company agrees that it shall be responsible for any breach of the foregoing by its Representatives.

 

(l)

Construction.

 

(i)             No Strict Construction. Each Party (1) agrees that it has been represented by legal counsel during the negotiation and execution hereof and has participated in the drafting and negotiation hereof and (2) waives the application of any law, regulation, holding or rule of construction providing that ambiguities in a contract or other document shall be construed against the party drafting such contract. If an ambiguity or question of intent or interpretation arises with respect hereto, this Agreement shall be construed as if it was drafted by both Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of authorship of any of the provisions hereof.

 

(ii)            Interpretation. Any reference herein to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa. When a reference is made herein to a Section, such reference shall be to a Section hereof unless otherwise indicated. The headings herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. Whenever the words “include,” “includes” or “including” are used herein, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used herein shall refer to this Agreement as a whole and not to any particular provision hereof. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” In the event of any conflict between this Agreement, on the one hand, and the terms of any confidentiality or similar legend set forth in a confidential information memorandum (or similar documents) or the terms of any “click-through” agreement related to an internet- based data room or similar repository of Confidential Information, on the other hand, the terms hereof shall govern.

 

[Remainder of Page Intentionally Left Blank]

 

 

	Very truly yours,
	OPEN LENDING CORPORATION
	By:	[Redacted]
		Name:	[Redacted]
		Title:	Chief Executive Officer

 

[Signature Page to Nondisclosure Agreement]

 

 

If the foregoing accurately sets forth our agreement, please execute this Agreement where indicated and return a copy to us.

 

AGREED AND ACKNOWLEDGED
(as of the date indicated above):

 

ANV GLOBAL SERVICES, INC.

 

 

By:	[Redacted]
	Name:	[Redacted]
	Title:	Chief Executive Officer

 

[Signature Page to Nondisclosure Agreement]

 

SC TO SC TO-T EX-FILING FEES 0002113612 ANV Group Holdings Ltd. N/A 0-11 0002113612 2026-06-29 2026-06-29 0002113612 1 2026-06-29 2026-06-29 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

Table 1: Transaction Valuation

		Transaction Valuation	Fee Rate	Amount of Filing Fee
Fees to be Paid	1	$ 390,282,747.75	0.0001381	$ 53,898.05
Fees Previously Paid
	Total Transaction Valuation:	$ 390,282,747.75
	Total Fees Due for Filing:			$ 53,898.05
	Total Fees Previously Paid:			$ 0.00
	Total Fee Offsets:			$ 0.00
	Net Fee Due:			$ 53,898.05

Offering Note

1

Estimated solely for purposes of calculating the filing fee. The transaction valuation was calculated by adding (i) the product of (A) 118,322,488 shares of common stock, par value $0.01 per share (the "Shares"), of Open Lending Corporation ("Open Lending"), issued and outstanding, and (B) the offer price of $3.15 per Share (the "Offer Price"); (ii) the product of (A) 3,457,692 Shares subject to issuance pursuant to stock options granted and outstanding with an exercise price less than the Offer Price and (B) $0.65, which is the difference between the Offer Price and $2.50, the weighted average exercise price of such options; (iii) the product of (A) 3,999,711 Shares subject to restricted stock units granted and (B) the Offer Price; and (iv) the product of (A) 863,594 Shares subject to performance stock units granted and (B) the Offer Price. The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and the Section 6(b) Filing Fee Rate Advisory for Fiscal Year 2026 beginning on October 1, 2025, by multiplying the transaction value by 0.00013810.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Fee Paid with Fee Offset Source
Fee Offset Claims
Fee Offset Sources