United States securities and exchange commission logo
May 8, 2020
Adam Clammer
President
Nebula Parent Corp.
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
Re: Nebula Parent Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 27,
2020
File No. 333-237264
Dear Mr. Clammer:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
14, 2020 letter.
Amendment No. 1 to Form S-4
Prospectus Cover Page, page 1
1. We note your response
to comment 1. Please explain to us, and revise to include, a brief
explanation of how the
ratio of ParentCo's common stock to Nebula Units and to each unit
of Open Lending will be
determined. Please also explain to us how those ratios relate to
the amount of stock
being registered. In this regard, we note the disclosure that ParentCo
is expected to issue
121,937,500 shares but that 127,187,000 shares are being registered
for the transaction.
Please also explain how the amount of cash that will be exchanged for
each unit of Open
Lending will be determined.
Adam Clammer
FirstName LastNameAdam Clammer
Nebula Parent Corp.
Comapany NameNebula Parent Corp.
May 8, 2020
May 8, 2020 Page 2
Page 2
FirstName LastName
Questions and Answers About the Business Combination
Questions and Answers About the Special Meeting of Nebula's Stockholders and
the Related
Proposals
Are any of the proposal conditioned on one another?, page 8
2. We note your revised disclosure on page 8 in response to comment 20.
Please revise to
clarify on pages 8, 142 and throughout which proposals require the
approval of the
Business Combination Proposal and the Business Combination in order to
be effective. In
this regard, we note your disclosure on page 140 that "[a]ssuming the
Business
Combination Proposal, the Nasdaq Proposal and the 2020 Plan Proposal
are approved,
Nebula's stockholders are also being asked to approve the amendments
to Nebula's
Amended and Restated Certificate of Incorporation that will be
effected in the Amended
and Restated Certificate of Incorporation of ParentCo" and your
disclosure on page 144
that the 2020 Plan will not become effective until the Closing. In
addition, please add an
annex that includes the 2020 Plan in its entirety and file it as an
exhibit to your registration
statement.
Summary of the Proxy Statement Prospectus
Parties to the Business Combination
Open Lending, page 26
3. We note your response to comment 5. Please reconcile your disclosure
on page 26 that
Open Lending currently caters to over 320 active automotive lenders
with your revised
disclosure on page 168 that Open Lending currently caters to over 298
active automotive
lenders.
The Business Combination
Consideration to be Received in the Business Combination, page 28
4. We note your disclosure on page 28 and throughout that the Debt
Financing is the
incurrence by Open Lending and/or its subsidiaries of up to of up to
$200,000,000 senior
secured credit facilities from a syndicate of financial institutions.
However, the definition
of Debt Financing in Article X of the Business Combination Agreement
states that it is the
incurrence by Open Lending and/or its subsidiaries of up to
$225,000,000 senior secured
credit facilities from a syndicate of financial institutions. Please
revise for consistency
and clarity.
Risk Factors
Risks Related to Our Organizational Structure
The Combined Company's amended and restated bylaws designate specific courts,
page 73
5. We note that you have added a forum selection provision in Section 8
of your amended
and restated bylaws that identifies the United States District Court
for the Western District
of Texas as the exclusive forum for actions arising under the
Securities Act. Please state
Adam Clammer
Nebula Parent Corp.
May 8, 2020
Page 3
that there is uncertainty as to whether a court would enforce such
provision. Also state
that investors cannot waive compliance with the federal securities
laws and the rules and
regulations thereunder. In that regard, we note that Section 22 of the
Securities Act
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
any duty or liability created by the Securities Act or the rules and
regulations thereunder.
The Business Combination
The Background of the Business Combination, page 105
6. We note your revised disclosure on page 106 that the management team
of Open Lending
was always expected to continue to manage the combined company. Please
also address
negotiations regarding the board composition following the merger.
Certain Material U.S. Federal Income Tax Considerations, page 132
7. We note your response to comment 13. Please revise this section to
clarify that it
addresses all material U.S. Federal Income Tax Considerations. Also,
as it appears your
Exhibit 8.1 opinion is a "short form" opinion, both the "short form"
and the tax disclosure
in the prospectus should clearly state that the disclosure in the tax
consequences section of
the prospectus is the opinion of named counsel, with the prospectus
clearly identifying
each material tax consequence being opined upon. Refer generally to
Staff Legal Bulletin
No. 19, available on our website. As such, please provide a tax
opinion for your statement
that the exchange of Nebula Common Stock for shares of ParentCo Common
Stock
pursuant to the Business Combination will be treated as a tax deferred
transaction under
Section 351 of the Code for U.S. federal income tax purposes, or
advise.
You may contact William Schroeder at 202-551-3294 or John Spitz at
202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Susan Block at 202-551-3210 with
any other
questions.
FirstName LastNameAdam Clammer Sincerely,
Comapany NameNebula Parent Corp.
Division of
Corporation Finance
May 8, 2020 Page 3 Office of
Finance
FirstName LastName
