Nebula Acquisition Corp. (NEBU), filed an 8-K this morning announcing further changes to their business combination agreement with Open Lending LLC. Specifically, Nebula has adjusted the Enterprise Value to $1.08 billion, representing a new multiple of 7.4x 2021E EBITDA, down from an Enterprise Value of $1.3 billion and 12.2x 2021E EBITDA.
The earnout consideration has been adjusted as well. The previous earnout had two price hurdles of $12 and $14 and was 15 million shares total. The new earnout adds a third price hurdle of $16 and increased the number of earnout shares to 22.5 million ($7.5 million each). Finally, the outside date has been amended to June 30, 2020.
Read below for a summary of the changes:
Business Combination Agreement Amendment
- Enterprise Value now $1.08 billion (7.4x 2021E EBITDA)
- Extended the Outside Date to June 30, 2020
- Earnout consideration now $22.5 million with Open Lending equityholders to be issued common shares of the combined company as follows:
- 7.5mm common shares if the combined company’s VWAP is greater than or equal to $12 for any 20 trading days within any 30-trading day period within 2 years after closing
- 7.5mm common shares if the combined company’s VWAP is greater than or equal to $14 for any 20 trading days within any 30-trading day period within 2.5 years after closing
- 7.5mm common shares if the combined company’s VWAP is greater than or equal to $16 for any 20 trading days within any 30-trading day period within 3.5 years after closing
At the SPAC of Dawn As noted in Monday’s morning roundup, SPAC activity has slowed to start April, but one of today’s votes is notable for a variety of reasons. Screaming Eagle (NASDAQ:SCRM) shareholders are set to vote on the fourth-largest deal by enterprise value that has been announced since the start of 2023. The...
JVSPAC (NASDAQ:JVSA) has entered into a definitive agreement to combine with Philippines hospitality firm Hotel101 at an equity value of about $2.3 billion. Hotel101 is a subsidiary of Manila-based budget hospitality brand of conglomerate DoubleDragon that is focused on providing standardized hotel rooms across its full network. The combined company is expected to begin trading...
SPAC deals have provided a variety of ways to try and ride the growth in the private aviation space. One of the most successful so far has been to approach it not through the aircraft or sales of flights, but as an infrastructure play. This week, we speak with Francisco Gonzalez, CFO of private hangar operator...
At the SPAC of Dawn The pace of votes has slowed as the calendar turns into the second week of April with three completion and extension votes each. Roth CH (NASDAQ:USCT) is also holding its vote to convert to a non-SPAC shell without a trust. This momentary slowdown isn’t necessarily a sign that the backlog...
Terms Tracker for the Week Ending April 5, 2024 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. There are slow weeks, and then there are s-l-o-w weeks. This past one being in the latter camp. However, next week promises to be a...