Open Lending has been taken private at $3.15 a share, and the buyer put up $250m of committed debt against $100m of committed equity to do it

A Nasdaq listing ends at the close of business on Thursday. Open Lending Corporation, the Austin company whose analytics sit behind automotive loans made by banks and credit unions, filed at 09:13 on Thursday morning to record that its acquisition had closed, that control had changed, and that it had asked Nasdaq to pull the shares.

The buyer is ANV Group Holdings Ltd., a private limited company incorporated in England and Wales. It got there by tender offer rather than by shareholder vote.

The mechanics, and the date that did the work

Under a merger agreement dated 15 June, a Delaware subsidiary named Lakers Acquisition Sub commenced an offer on 29 June to buy any and all shares at $3.15 each in cash. The offer expired one minute after 11:59 p.m. New York time on 27 July.

The depositary agent counted 101,256,899 shares validly tendered and not validly withdrawn, which the filing puts at approximately 85.57 percent of the shares outstanding. That cleared the majority condition comfortably. Merger Sub accepted the shares for payment on 28 July, and the merger itself closed on 30 July with no meeting of stockholders at all, under Section 251(h) of the Delaware General Corporation Law, the provision that lets a buyer past the vote once it already holds enough stock.

The financing line is the story

Item 5.01 contains two sentences that most coverage of a completed take-private will pass over.

Parent obtained financing consisting of $100.0 million of committed equity financing and $250.0 million of committed debt financing, and the filing states that closing was not subject to any financing condition.

Set those against the price. The tendered shares alone, at $3.15 apiece, come to $318,959,231.85, which is arithmetic this desk performed on two numbers the filing states rather than a figure the filing gives. Committed debt is 71.4 percent of the $350.0 million package, and about 78 percent of the cash needed for the shares that came in. A business that underwrites automotive credit has been bought largely with borrowed money.

On the same day, the company terminated a credit agreement dated 19 March 2021 under which Wells Fargo Bank was administrative agent, saying it will repay all outstanding obligations in full and release all related liens effective on the closing date.

Three answers for three kinds of equity award

The treatment of employee awards is set out plainly, and it is not uniform.

Unvested options accelerated and became exercisable, then were cancelled and converted into a cash payment equal to the amount by which $3.15 exceeded the exercise price. Options struck at or above $3.15 received no consideration. Time-based restricted stock units fully vested and were cashed at the offer price. Performance stock units vested on a one-for-one basis and were cashed, while the unvested portion of each was automatically cancelled for no consideration.

So an employee's outcome turned on which instrument the company happened to grant them, and on where the strike price sat relative to a number set in June.

What happens to the filings

The company has asked Nasdaq to suspend trading at the close of business on the closing date and to file a Form 25 removing the shares from listing and deregistering them under Section 12(b). Once that takes effect, Open Lending says it intends to file a Form 15 requesting deregistration and the suspension of its reporting obligations under Sections 13 and 15(d).

That is the last step. After it, there are no more quarterly filings to read.

One detail sits in the filing header rather than the body. The SEC record for this registrant carries a former name, Nebula Parent Corp., changed in March 2020. The certificate of incorporation and the bylaws were both amended and restated in full at the effective time, and the bylaws now read as those of the merger subsidiary, with the names swapped.