NEBULA ACQUISITION CORP - NEBUU

Complete Open Lending LPRO

Warrant holders voted down $1.80 bid for warrants. Company had eliminated requirement for warrant approval. Warrants immediately above $3 on approval on current Spac insanity

As of the Warrantholder Meeting Record Date, there were 9,166,659 Public Warrants outstanding.

Was 1/3 of a warrant deal so only 9mm outstanding.

 Nebula has scheduled a separate special meeting of its stockholders to extend the date by which Nebula has to consummate a business combination from June 12, 2020 to June 30, 2020, if necessary to provide additional time to close the proposed business combination (the “Extension Meeting”). Nebula is postponing the Extension Meeting to 12:00 p.m., Eastern time, on June 9, 2020, immediately following the special meetings of Nebula’s stockholders and warrantholders being held to approve the proposed business combination.

The Warrant Amendment Proposal: to consider and vote upon a proposal to approve and adopt an amendment to the terms of the warrant agreement governing Nebula’s outstanding warrants to provide that, upon consummation of the Business Combination, each of the warrants issued in Nebula’s initial public offering (the “Public Warrants”), which entitle the holder to purchase one share of Nebula Class A Common Stock, will be exchanged for cash in the amount of $1.50 per Public Warrant
Additionally, as previously announced and described in Nebula’s definitive proxy statement dated May 18, 2020, Nebula has scheduled a separate special meeting of its stockholders to extend the date by which Nebula has to consummate a business combination from June 12, 2020 to June 30, 2020, if necessary to provide additional time to close the proposed business combination (the “Extension Meeting”). Nebula is postponing the Extension Meeting to 12:00 p.m., Eastern time, on June 9, 2020, immediately following the special meetings of Nebula’s stockholders and warrantholders being held to approve the proposed business combination. The Extension Meeting was previously scheduled to occur at 11:00 a.m., Eastern time, on June 3, 2020. The Extension Meeting will still be held at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102. 

The deadline for Nebula’s public stockholders to exercise their redemption rights in connection with the extension has been postponed to 4:30 p.m., Eastern time, on Friday, June 5, 2020 (two business days before the Extension Meeting).

Jan 6 2020 Merger Presentation

​Extended from January 12, 2020 to June 12, 2020.

​As soon as reasonably practicable after the date of the Agreement, NAC will commence a tender offer to acquire each of the issued and outstanding NAC Warrants in exchange for $1.50, net to the seller in cash per NAC warrant (the “Tender Offer”). The obligation of NAC to accept for payment, and pay for, all NAC Warrants validly tendered pursuant to the Tender Offer will be subject to the satisfaction or (if permitted pursuant to the terms of the Agreement) waiver of (and shall not be subject to any other conditions) the conditions that (a) there shall be validly tendered (and not withdrawn) 8,250,000 NAC Warrants and (b) the First Merger shall have been consummated. 

​Unit = 1 com + 1/3 warrant.

1 warrant + $11.50 > 1 sh. Call 18. Can call cashless.

Trust = 10.00 at issue. $250.0 million (or $287.5 million if the underwriters exercise their over-allotment option in full) will be held in the trust account.

U.S.-based trust account at Deutsche Bank Trust Company Americas

Trustee - American Stock Transfer & Trust Company 

Deadline 24 months. Exp 1/16/20

IPO Jan 10,2018. 25m at 10. Deutsche Bank, Goldman.

Technology and technology-enabled services sectors.

True Wind Capital’s principals, including our Co-Chairmen and Co-Chief Executive Officers, Mr. Adam H. Clammer and Mr. James H. Greene, Jr.

True Wind Capital is a San Francisco-based private equity firm managing $558 million as of October 2017 that is focused on investing in leading technology companies in the lower middle-market and middle-market with a broad mandate including software, IT services, internet, semiconductors, industrial technology, and hardware.

We are a portfolio investment held in True Wind Capital’s sole investment fund, True Wind Capital.

We intend to identify and acquire a business within the technology and technology-enabled services sectors with an overall transaction value between $500 million and $2.5 billion. We believe that these sectors represent attractive target markets given the size, breadth and prospects for growth, with global information technology spending over $3.0 trillion in 2016 and expected to grow an average of 3.3% annually through 2021. Further, we believe that the market landscape is both wide and deep, comprising over 6,000 potential target companies and divisions of large businesses across more than 300 independent, niche markets...

Our management team is led by our Co-Chairmen and Co-Chief Executive Officers, Mr. Clammer and Mr. Greene, who are also the founding partners of True Wind Capital, who have worked together for over twenty years and who, collectively, have more than 50 years of private equity investing experience. We believe that they constitute one of the longest standing and most successful partnerships in technology private equity investing. Prior to founding True Wind Capital, Mr. Clammer and Mr. Greene were founding partners of the Kohlberg Kravis Roberts & Co. (“KKR”) Global Technology Group in 2004. At KKR, Mr. Clammer and Mr. Greene played a major role in over 30 platform investments with total transaction values in excess of $75 billion and more than $15 billion of invested equity, and were involved in investments across geographies, through a variety of different structures and amidst diverse economic cycles. These investments included some of the largest and most complex private equity deals in the technology industry. Success at this level requires the highest degree of diligence, financial and market analyses, process management, structuring abilities, operational knowhow and investment acumen.

As pioneers in the technology private equity industry, Mr. Clammer and Mr. Greene were required to build the KKR platform organically. This included: (i) building an exceptional investment team; (ii) creating and fostering relationships with industry leaders and bankers; (iii) formulating and executing new investment theses; (iv) developing and refining due diligence processes appropriate for highly technical businesses and markets; and (v) building networks of operating executives and knowledgeable advisors to rely on for investment input and portfolio management support. More recently, and without the benefit of the KKR brand, Mr. Clammer and Mr. Greene launched True Wind Capital, creating another exceptional team and raising a $558 million first time fund. Holding its final close in January 2017, True Wind Capital has already completed control-stake, private equity investments in three technology companies to date.