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FT Partners Advises Open Lending on its $1,700,000,000 SPAC Business Combination with Nebula Acquisition Corporation

Overview of Transaction

  • On January 6, 2020, Nebula Acquisition Corporation “Nebula” (Nasdaq: NEBU), a special purpose acquisition company ("SPAC"), sponsored by True Wind Capital, announced a definitive merger agreement with Open Lending
  • Upon completion of the business combination on June 10, 2020, 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
  • Total consideration of the transaction is approximately $1.7 billion*
  • 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 U.S.

Significance of Transaction

  • While creating significant liquidity for existing shareholders, Open Lending’s Management team will continue to lead the merged Company as over 70% of their existing equity is expected to be rolled as part of the transaction
  • 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
  • Open Lending will pursue significant growth opportunities within its existing customer base of credit unions, banks, and OEM Captives, as well as through new channels, asset classes, and geographies

FT Partners' Role

  • FT Partners served as exclusive strategic and financial advisor to Open Lending
  • Exemplifies FT Partners’ ability to deploy expertise for a complex business operating at the intersection of consumer finance, InsurTech, and Auto FinTech
  • Builds on FT Partners' expertise in navigating the unique process in selling companies to SPACs, and follows highly successful sales of FT Partners’ clients CardConnect and REPAY

* This amount represents the estimated enterprise value at the share price of $13.35 as of June 9, 2020, plus the value of the earnout shares at $12, $14 and $16 and estimated value of the TRA for the selling shareholders