❯ Transactions

Nebula Acquisition Corporation Completes Business Combination with Open Lending

Governance, Risk & Compliance ❯

AUSTIN, TX — Open Lending, LLC (“Open Lending”), a leading provider of lending enablement and risk analytics solutions to financial institutions, and Nebula Acquisition Corporation (NEBU) (“Nebula”), a special purpose acquisition company sponsored by True Wind Capital, L.P. (“True Wind Capital”), announced today that they have closed their previously announced business combination agreement under which Nebula acquired Open Lending. The business combination was approved by Nebula’s shareholders at an extraordinary general meeting held yesterday.

Upon completion of the business combination, Nebula changed its name to Open Lending, and its common stock is expected to begin trading on the Nasdaq Stock Market under the ticker symbol “LPRO”, commencing June 11, 2020. The share price closed yesterday at $13.35, representing an approximately 30% increase from Nebula’s closing share price on June 5, 2020. The amendment to public warrants was not approved by Nebula’s warrantholders at the extraordinary meeting of warrantholders held yesterday; therefore, the public warrants will remain outstanding.

Open Lending’s management team, led by John Flynn, Co-Founder, President and Chief Executive Officer and Ross Jessup, Co-Founder, CFO, and COO, will continue to lead the Company. Adam Clammer, Nebula’s Co-Chairman and Co-Chief Executive Officer, will serve as a Director on the combined company’s board of directors. Open Lending’s existing minority investor, Bregal Sagemount, a prominent growth equity firm, will continue as a public stockholder and participate on the board as well.

Adam Clammer stated, “We are pleased to complete the combination and look forward to partnering with John, Ross, and the rest of Open Lending’s management team at this exciting inflection point in the company’s growth. Our team believes that management has built an extraordinary business and we’re excited to support them along their public market journey.”

John Flynn stated, “The past 15 years, and especially the past few months, have shown how incredible our team is and how significant the opportunity in front of us is to grow this business. We are excited to partner with our new board of directors and investors as we continue to execute on Open Lending’s growth plan as a public company. We believe the public warrantholders’ decision to maintain their investment in company is further evidence of the value of Open Lending.”

Financial Technology Partners and FTP Securities (“FT Partners”) served as strategic and financial advisor and Goodwin Procter LLP as legal counsel to Open Lending in connection with the transaction. Deutsche Bank Securities and Goldman Sachs & Co. LLC acted as capital markets advisors, financial advisors, and private placement agents, and Greenberg Traurig, LLP acted as legal counsel to Nebula in connection with the transaction. Vaquero acted as financial advisor to Bregal Sagemount.

About Open Lending
Open Lending, through its flagship product, Lenders Protection, offers loan analytics, risk-based pricing, risk modeling and default insurance, ensuring profitable auto loan portfolios for financial institutions throughout the United States. For more information, please visit www.OpenLending.com.

About Nebula Acquisition Corporation
Nebula Acquisition Corporation, sponsored by True Wind Capital and led by Adam H. Clammer and James H. Greene, Jr., is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the technology industry.

About True Wind Capital
True Wind Capital is a San Francisco-based private equity firm focused on investing in leading technology companies with a broad mandate including software, data analytics, tech-enabled services, internet, financial technology, and hardware. True Wind Capital is a value-added partner, providing support and expertise that is rooted in its teams’ 75+ years of collective investing experience. Mr. Adam H. Clammer and Mr. James H. Greene, Jr., are the founding partners of True Wind Capital.

About Bregal Sagemount
Bregal Sagemount is a growth-focused private capital firm with $3.5 billion of committed capital. The firm provides flexible capital and strategic assistance to market-leading companies in high-growth sectors across a wide variety of transaction situations. Bregal Sagemount invests $40 million to $200 million per transaction into targeted sectors including software, digital infrastructure, healthcare IT / services, business and consumer services, and financial technology / specialty finance. For more information, please visit www.sagemount.com.

Merged With
True Wind Capital Management Nebula Acquisition Group