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
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