Open Lending Corp

SC 14D9 1 d140679dsc14d9.htm SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 OPEN LENDING CORPORATION (Name of Subject Company) OPEN LENDING CORPORATION (Name of Persons Filing Statement) Common stock, par value $0.01 per share (Title of Class of Securities) 68373J104 (CUSIP Number of Class of Securities) Ben Massey General Counsel and Corporate Secretary 1501 S. MoPac Expressway, Suite 450 Austin, Texas 78746 (512) 892-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) Copy to: Randi C. Lesnick Braden McCurrach Jones Day 250 Vesey Street New York, New York 10281 (212) 326-3939 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Table of Contents Table of Contents ITEM 1. SUBJECT COMPANY INFORMATION 1 ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON 1 ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS 3 ITEM 4. THE SOLICITATION OR RECOMMENDATION 18 ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED 46 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY 46 ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS 46 ITEM 8. ADDITIONAL INFORMATION 47 ITEM 9. EXHIBITS. 54 ANNEX A: OPINION OF FINANCIAL TECHNOLOGY PARTNERS LP A-1 i Table of Contents ITEM 1. SUBJECT COMPANY INFORMATION Name and Address The name of the subject company is Open Lending Corporation, a Delaware corporation (“ Open Lending ” or the “ Company ”), and the address of the principal executive offices of the Company is 1501 S. MoPac Expressway, Suite 450, Austin, Texas 78746. The telephone number of the Company’s principal executive offices is 512-892-0400. Securities The title of the class of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes hereto, as it or they may be amended or supplemented from time to time, this “ Schedule 14D-9 ”) relates is the Company’s common stock, $0.01 par value per share (the “ Shares ”). As of the close of business on June 26, 2026 there were (i) 118,322,488 Shares issued and outstanding; (ii) up to 3,544,555 Shares issuable upon the exercise of outstanding stock options; (iii) up to 3,999,711 Shares issuable upon the vesting of outstanding restricted stock units (excluding Shares issuable upon vesting of outstanding Company PSUs (as defined below)); and (iv) up to 863,594 Shares issuable upon the vesting of outstanding Company PSUs. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON Name and Address The name, business address and business telephone number of Open Lending, which is the person filing this Schedule 14D-9, are set forth above in Item 1 under “ Name and Address .” Tender Offer This Schedule 14D-9 relates to the tender offer being made pursuant to the Agreement and Plan of Merger, dated as of June 15, 2026 (as amended or supplemented from time to time, the “ Merger Agreement ”), among Open Lending, ANV Group Holdings Ltd., a private limited company incorporated under the laws of England and Wales (“ Parent ” or “ ANV ”), and Lakers Acquisition Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“ Purchaser ”). Purchaser is offering to purchase any and all of the outstanding Shares (other than Shares for which appraisal rights have been validly perfected and Shares owned by Parent, Purchaser or the Company, or by any of their respective direct or indirect wholly owned subsidiaries) at a purchase price of $3.15 per Share, net to the holder thereof, in cash, without interest thereon (such amount, the “ Offer Price ”), subject to any required withholding of taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 29, 2026 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (the “ Letter of Transmittal ” and, together with the Offer to Purchase, as each may be amended or supplemented from time to time, the “ Offer ”). A copy of the Merger Agreement is filed as Exhibit (e)(1) hereto and is incorporated herein by reference. The Offer is described in a Tender Offer Statement on Schedule TO, dated the date of this statement (together with the exhibits thereto, as it or they may be amended or supplemented from time to time, the “ Schedule TO ”), filed by Parent and Purchaser with the United States Securities and Exchange Commission (the “ SEC ”). Copies of the Offer to Purchase and form of Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, and are incorporated herein by reference. Pursuant to the Merger Agreement, on the terms of and subject to the conditions thereof, including, but not limited to, (i) that at the expiration of the Offer, a number of Shares that, when added to the Shares then owned by Parent and its subsidiaries, represent at least a majority of all of the issued and outstanding Shares, be validly 1 Table of Contents tendered and not withdrawn in accordance with the terms of the Offer, (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (iii) the absence of any legal prohibition by a governmental entity of competent jurisdiction in effect enjoining, prohibiting or otherwise preventing the consummation of the Offer, (iv) the accuracy of the Company’s representations and warranties (subject to customary materiality standards), (v) compliance by the Company with its covenants in all material respects, and (vi) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement), Purchaser will (and Parent will cause Purchaser to) accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer no later than the first business day after the Expiration Date (as defined below) (the time of such acceptance, the “ Acceptance Time ”) and pay for all such Shares as promptly as practicable thereafter (and in any event, no later than two business days after the Acceptance Time). As soon as practicable, and in no event later than the following business day immediately after the consummation of the Offer, Purchaser will merge with and into the Company (the “ Merger ”) in accordance with the Merger Agreement and the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), and the separate corporate existence of Purchaser will cease and the Company will survive the Merger as a wholly owned subsidiary of Parent (the “ Surviving Corporation ”). The Merger will be governed by Section 251(h) of the DGCL and, consequently, no stockholder vote will be required to consummate the Merger if the Offer is successfully completed. At the effective time of the Merger (the “ Effective Time ”), each Share that is not tendered and accepted pursuant to the Offer (other than any Shares owned by Parent, Purchaser or the Company, or by any of their respective direct or indirect wholly-owned subsidiaries (“ Cancelled Shares ”) and Shares held by stockholders of the Company (each, a “ Stockholder ” and collectively, the “ Stockholders ”) who are entitled to demand and who have properly and validly demanded their statutory rights of appraisal in compliance with Section 262 of the DGCL (“ Dissenting Shares ”)) will be automatically converted into the right to receive cash in an amount equal to the Offer Price, subject to any required withholding of taxes (the “ Per Share Merger Consideration ”). The Merger is conditioned upon the acceptance and payment by Purchaser of all Shares validly tendered and not validly withdrawn pursuant to the Offer and the absence of any legal restraint preventing or law prohibiting or making illegal the consummation of t