Open Lending, LLC signed a term sheet to acquire Nebula Acquisition Corporation (NasdaqCM:NEBU) in a reverse merger transaction for $1.3 billion on November 28, 2019. Open Lending, LLC entered into a definitive business combination agreement to acquire Nebula Acquisition Corporation (NasdaqCM:NEBU) in a reverse merger transaction on January 5, 2020. Under the terms of the agreement, Nebula will acquire Open Lending through a new Delaware holding company (the “Company”), which will become a publicly-listed entity with an implied estimated enterprise value at closing of approximately $1.3 billion. The, consideration includes a performance earn out of 16.25 million shares to be earned between two tranches at $12 per share and $14 per share and cash consideration in an amount equal to the available cash plus the aggregate amount of all cash held by the Company or any of its subsidiaries on the business day after the last date that any stockholder of Nebula Acquisition may exercise its redemption rights plus the net proceeds of the debt financing received by the Company prior to the first merger, minus any transaction expenses in excess of $10 million. The share consideration is the number of Open Lending common shares equal to the quotient of $1260.625 billion minus the available cash minus the net proceeds of the debt financing (as defined below) received by the Company prior to the first merger; divided by $10. Available cash is the amount equal to, as of the reference time, the principal amount of immediately available funds contained in Nebula Acquisition's Trust Fund available for release to Nebula Acquisition, Open Lending and the Company as applicable, plus the net amount of immediately available funds held by Nebula Acquisition pursuant to the subscription agreements, minus $35 million minus Nebula Acquisition's expenses set forth on a certificate delivered by Nebula Acquisition on the closing date, plus the amount of cash held by Nebula Acquisition without restriction outside of the trust fund and any interest earned on the amount of cash held inside the trust fund. As a part of the overall aggregate consideration, Open Lending's unit holders will be issued 15 million additional Open Lending common shares, if prior to or as of the second anniversary of the closing, the daily volume weighted average of Open Lending common stock is greater than or equal to $13 over any 20-trading days within any 30-trading day period. Pursuant to an amendment dated March 18, 2020, these 15 million shares will be issued if, prior to or as of the second anniversary of the closing, the volume weighted average of Open Lending common shares is greater than or equal to $13 for any 20 trading days within any 30 trading day period. Current shareholders of Nebula will also become shareholders of the Company and will exchange their shares of Nebula common stock for common stock of the Company on a share for share basis.

Post completion, Open Lending, LLC's shareholders will own 54.3% in the new combined company. Nebula's existing stockholders, including sponsor, will own approximately 44.2% of the outstanding shares of the combined company, including 3,437,500 shares held by the sponsor that will be subject to certain lock-up and forfeiture arrangements. In addition to the $275 million of cash held in Nebula's trust account (assuming no redemptions), additional investors have committed to participate in the transaction through a $200 million private placement of common stock at $10 per share anchored by True Wind and several other investors. The cash component of the purchase price to be paid to the equity holders of Open Lending is expected to be funded by Nebula's cash in trust, up to $225 million of privately rated institutional debt financing. The balance of the consideration payable to the existing Open Lending equity holders will consist of shares of common stock of the Company. Upon the close of the transaction, the Company intends to change its name to Open Lending Corporation and is expected to trade on The Nasdaq Stock Market under a new ticker symbol. Open Lending, LLC will pay a termination fee of $40 million in case the transaction is terminated. Open Lending's management team, led by John Flynn, Co-Founder, President and Chief Executive Officer and Ross Jessup, Co-Founder, Chief Financial Officer, and Chief Operating Officer, will lead the new Company. The Board of Directors of the resulting company will be comprised of 9 directors with 3 directors in each class. The Class I directors are expected to be Brandon Van Buren and Gene Yoon. The class II directors are expected to be Adam H. Clammer and Blair Greenberg, and class III directors are expected to be John Flynn, Open Lending's Chief Executive Officer and Ross Jessup, Open Lending's Chief Financial Officer and Chief Operating Officer. Nebula, Blocker Holder and Open Lending will each select one director to serve on each of the class I and class II slates of directors. Open Lending will select all three of the class III directors.

Completion of the transaction is subject to approval by the stockholders and warrant holders of Nebula and Open Lending, all required filings under the HSR Act shall have been completed and any applicable waiting period, the consents, approvals and authorizations legally required to be obtained to consummate the transactions set forth on a schedule to the agreement having been obtained from and made with all governmental authorities, the ParentCo common shares having been approved for listing on the Nasdaq Capital Market, between the date of the Agreement and the consummation of merger, the net tangible assets held by Nebula in the aggregate shall be equal to at least $5 million and certain other closing conditions. The transaction has been unanimously approved by the boards of both Open Lending and Nebula. The Board of Nebula Acquisition unanimously recommended that its stockholders approve the transaction. The holders of the Nebula's class B common stock have entered into the founder support agreement pursuant to which they have agreed to approve the transaction.  Certain Open Lending unit holders entered into support agreement, pursuant to which they have agreed to approve the transaction. As of March 6, 2020, Federal Trade Commission granted early termination notice. The transaction is expected to close in the second quarter of 2020. As of May 8, 2020, the transaction is expected to close by June 12, 2020. As of May 18, 2020, the parties have agreed to a revised business combination agreement reflecting an updated transaction enterprise value of $1,080 million from the previously agreed upon value of $1,330 million.

Financial Technology Partners and FTP Securities acted as strategic and financial advisors and Jared Spitalnick, Bill Weiss, Todd Pollock, Jesse Nevarez, Jennifer Bralower, Joel Lehrer, Steven Argentieri, Jim Mattus, Paul Jin, Kara Kuritz, Eric Roth, Jacqueline Klosek, Joshua Soszynski, Jocelyn M. Arel, Jared Spitalnick and Daniel J. Espinoza of Goodwin Procter LLP as legal advisors to Open Lending. Deutsche Bank Securities and Goldman Sachs & Co. LLC acted as capital markets advisors, financial advisors, and private placement agents, and Alan I. Annex, Joseph A. Herz and Jason Simon of Greenberg Traurig, LLP acted as legal advisors to Nebula Acquisition. On the concurrent debt financing, UBS Investment Bank is acting as sole arranger. Morrow Sodali LLC acted as proxy solicitor for Nebula Acquisition and will receive a fee of approximately $32,500 for its services. American Stock Transfer & Trust Company acted as transfer agent for Nebula Acquisition. Vaquero Capital acted as the financial advisor to Bregal Sagemount, Open Lending's existing minority investor.